General Terms and Conditions of Sale and Delivery of RAUCH Landmaschinenfabrik GmbH

1 Validity of the conditions

1.1 All declarations, information, offers, contracts, deliveries made by us now or in the future, as well as all related consulting and services in general, including customer service, maintenance and the deliveries and services provided in this context, are made exclusively on the basis of these terms and conditions. These terms and conditions shall be deemed to have been accepted at the latest upon receipt of the goods and services.

1.2 All agreements made between us and the customer for the purpose of executing the contract are set out in writing in this contract.

1.3 We do not recognise any terms and conditions of the customer that conflict with or deviate from the terms and conditions of sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

1.4 These terms and conditions shall only apply to entrepreneurs such as merchants, small businesses and farmers, i.e. to natural or legal persons under private law or a partnership with legal capacity which, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity. Entrepreneurs are also legal entities (e.g. municipalities) or organisations (e.g. municipal companies) under public law, insofar as the transaction is primarily a private law transaction. They shall also apply to all future transactions with the customer.

2 Conclusion of contract

2.1 Information contained in brochures, advertisements, technical descriptions, price lists and/or other sales and information systems is for information purposes only and is therefore non-binding and subject to change.

2.2 Our offers are always non-binding, unless otherwise stated in the order confirmation. Customer offers can be accepted by us within 2 weeks. Acceptance is usually effected by means of an "order confirmation".

2.3 The illustrations, drawings, calculations, technical documents, weight and dimension specifications and other technical information and other documents belonging to our offer or our order confirmation are only approximate unless they are expressly designated as binding. Deviations are unreasonable and are not to be accepted by the customer if they exceed the usual extent. We reserve the property rights and copyrights to these documents as well as to cost estimates. This also applies to written documents that are labelled "confidential". The customer requires our express written consent before passing them on to third parties, whether in the original, copy or other reproduction.

2.4 Our sales intermediaries, in particular intermediaries, commercial agents or employees, are not authorised to make verbal collateral agreements or to give verbal assurances, declarations or information that contradict the order confirmation, deviate from it or go beyond its content. Such declarations shall only be binding if they have been recognised by us in writing.

3. remuneration/payments

3.1 Our prices are net prices: They are quoted in euros and are generally subject to the applicable statutory value added tax, unless the service is tax-exempt in individual cases. The statutory value added tax shall be shown separately on the invoice on the day of invoicing.

3.2 Unless otherwise stated in our order confirmation, our prices are "ex works", excluding packaging as well as loading and unloading; these will be invoiced separately. If there is an obligation under the German Packaging Ordinance to take back the packaging used, the customer shall bear the costs for the return transport of the packaging used.

3.3 Decisive for the timeliness of all payments, including cheques and/or bills of exchange handed over on account of performance, shall be the time of the unconditional crediting of the payment to one of our accounts or the date of receipt of the cheque and/or bill of exchange. The deduction of a cash discount is only permitted with a special written agreement. Promised discounts shall only apply in the event that the buyer is not in arrears with the payment of earlier deliveries.

4 Performance times

4.1 Information on performance times (deadlines or periods) are only approximate and are of a prospective, non-binding nature. They shall only be strictly binding if we have expressly agreed them in writing. Compliance with delivery deadlines is subject to the clarification of all technical questions, the provision of the necessary documents, the obtaining of official authorisations and the timely and proper fulfilment of the customer's obligations, such as the receipt of agreed payments and securities. The defence of non-performance of the contract remains reserved. Any delay in the fulfilment of this obligation shall postpone the performance times accordingly.

4.2 We reserve the right to correct and timely self-delivery.

4.3 If the customer is in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. In addition, in this case the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

4.4 In the event of a delay in delivery, we shall be liable in accordance with the statutory provisions if the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB (German Civil Code) or Section 376 HGB (German Commercial Code). We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfilment of the contract has ceased to exist. In addition, we shall be liable in accordance with the statutory provisions if the delay in delivery is due to a wilful or grossly negligent breach of contract for which we, our representative and/or vicarious agent are responsible. The same shall apply if the delay in delivery is due to a culpable breach of a material contractual obligation for which we, our representative and/or vicarious agent are responsible. If the delay in delivery is due to a grossly negligent breach of contract for which we, our representative and/or vicarious agent are responsible and/or a breach of a material contractual obligation, our liability for damages shall be limited to the foreseeable, typically occurring damage.

4.5 In all other respects, our liability, insofar as the customer is entitled to compensation for damage caused by delay, shall be limited to 0.5% of the agreed net remuneration for each completed week of delay on our part, but not more than 5% of the net remuneration agreed with us.

4.6 In cases of force majeure, we shall be released from the obligation to deliver for the duration of the disruption; a delivery period shall be extended accordingly. If such disruptions lead to a delay in performance of more than four months, the customer may withdraw from the contract. Other rights of cancellation remain unaffected. Force majeure includes, in particular, industrial disputes, strikes, lawful lockouts, including at our suppliers or their main subcontractors, fire and water damage, transport damage for which we are not responsible and which leads to the destruction or loss of usability of the goods or their essential parts, war or other disasters.

4.7 We are entitled to make partial deliveries and render partial services, unless the partial deliveries or partial services are of no interest to the Buyer or are unreasonable.

5 Transfer of risk

Unless otherwise stated in the order confirmation, delivery "ex works" is agreed. If the goods are dispatched to the buyer at the buyer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer when the goods are handed over to the forwarding agent or carrier, at the latest when the goods leave the factory/warehouse, unless otherwise agreed in the order confirmation.

6. Warranty

6.1 The customer's warranty rights require that the customer inspects the goods immediately after delivery, insofar as this is feasible in the ordinary course of business, and immediately notifies us in writing of any defects or deviations in quantity recognised in the process.

6.2 If there is a defect in the purchased item, we shall be entitled, at our discretion, to subsequent fulfilment in the form of rectification of the defect or delivery of a new item free of defects. Both the rectification of defects and the subsequent improvement can only be asserted against us and can only be carried out by us and/or a third party commissioned by us. In the event of rectification of defects, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has only been taken to a place other than the place of performance, unless the transfer corresponds to the intended use.

6.3 If the rectification of defects fails, the customer shall be entitled, at his discretion, to reduce the remuneration or to withdraw from the contract.

6.4 We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents, or because we have culpably breached a material contractual obligation. Insofar as we are not accused of wilful breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage.

6.5 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

6.6 Unless otherwise stipulated above, liability is excluded.

6.7 The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

6.8 Any delivery of used items agreed with the client in individual cases shall be made to the exclusion of any warranty for material defects. The limitations do not apply to the Seller's liability for intentional and grossly negligent behaviour, for guaranteed characteristics and essential contractual obligations, for injury to life, limb or health or under the Product Liability Act.

7 Limitations of liability

7.1 Any further liability for damages other than that provided for in § 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty and/or tortious claims for compensation for material damage in accordance with § 823 BGB and/or damage that has not occurred to the delivered item itself, such as loss of profit or other financial losses (indirect consequential damage / claims for damages by third parties). The limitations shall also apply if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.

7.2 Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

8 Retention of title

8.1 We reserve title to the purchased item until receipt of all payments from claims under this delivery contract and claims including all balances from current accounts to which we are already entitled and/or to which we will be entitled in the future. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a cancellation of the contract. After taking back the purchased item, we shall be authorised to sell it; the proceeds from the sale shall be offset against the customer's liabilities - less reasonable selling costs.

8.2 The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.

8.3 In the event of seizure or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

8.4 The customer is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfils his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

8.5 The processing or transformation of the object of sale by the customer shall always be carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.

8.6 If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us.

8.7 The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the combination of the purchased item with a property.

8.8 We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

9. Applicable law/jurisdiction

9.1 Any invalidity or unenforceability of one or more provisions shall not affect the validity of the remaining provisions.

9.2 The entire contractual relationship, including the form, conclusion, interpretation and fulfilment, is subject in all respects and comprehensively to the substantive provisions of the law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

9.3 The place of fulfilment for delivery and payment is our registered office.

9.4 The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office. We shall also be entitled, at our own discretion, to bring an action at the customer's registered office.

RAUCH Landmaschinenfabrik GmbH Status 1/2017