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General Conditions

General Terms and Conditions of AVANTEC Zerspantechnik GmbH

§ 1 Applicability

(1) These General Terms and Conditions (“GTC”) contain the exclusively applicable terms in effect between you (hereinafter referred to as Customer) and AVANTEC Zerspantechnik GmbH, Wilhelmstraße 123, 75428 Illingen, Germany (hereinafter referred to as Supplier) for all contracts, goods, services and quotations. These GTC shall be integral components of all contracts Supplier enters into with Customer concerning all goods and services offered by the Supplier. These GTC shall be effective only if Customer is an entrepreneur/enterprise (§ 14 BGB [German Civil Code]), a legal entity under public law or a public law special entity.

(2) Customer’s or third parties’ general terms and conditions that contradict, supplement or deviate from Supplier’s GTC shall not apply, even if Supplier does not separately object to their applicability in individual cases. Even if Supplier makes reference to correspondence that contains Customer’s or third parties’ general terms and conditions or makes reference to the former, this shall not establish Supplier’s consent to the applicability of such general terms and conditions.

§ 2 Quotation and Materialization of the Contract

(1) The presentation of Supplier’s goods and services on Supplier’s website www.avantec.de, in Supplier’s catalogs or in any of Supplier’s other promotional media shall not constitute binding quotations/offers made by Supplier. By placing an order, Customer submits a binding offer to Supplier.

(2) A contract between Customer and Supplier shall not be considered entered into until Supplier has issued a separate express declaration of acceptance, which shall be sent within five business days via fax, e-mail or in writing.

(3) With the exception of Supplier’s managing directors, Supplier’s employees shall not have the authority to enter into agreements with Customer that deviate from these GTC.

(4) Information provided by Supplier concerning goods or services (e.g. weight, dimensions, tolerances and technical data) as well as our depictions of the former (e.g. figures) shall be merely approximate, unless their usability for the contractually intended purpose is contingent upon exact congruence. Such information shall not constitute warranted characteristics, but descriptions or designations of the goods or services. Typical deviations in the line of business or deviations implemented due to legal regulations or that represent technical improvements shall be permitted as long as they do not impair the usability for the intended contractual purposes.

(5) Supplier shall retain title and/or the right to use all quotations and cost estimates made by Supplier and to any figures, calculations, flyers, catalogs, models as well as other documents and other resources provided by Supplier to the Customer. In the absence of Supplier’s express consent Customer shall not be authorized to make such records and objects or their content accessible or known to third parties or to use the former or allow third parties to use them, have them used or reproduced/copied. Upon Supplier’s request, Customer shall undertake to return all of these objects to Supplier in their entirety and shall destroy any copies made if Customer no longer needs them for ordinary business processes or if negotiations do not result in the entering into a contract.

§ 3 Prices and Payment

(1) Prices quoted shall apply to the scope of services and goods listed in order confirmations. Prices shall be ex works in EUROS and shall be subject to the addition of packaging costs, applicable value added tax, customs duties for export shipments as well as fees and other public levies.

(2) Invoiced amounts shall be due for payment within the agreed-upon payment terms. The timeliness of payments shall be determined by the date they are received by Supplier. Unless otherwise agreed upon, the purchase price shall be due for payment 30 days after Customer receives the invoice.

(3) Customer shall pay late payment interest in the amount of the respective base interest rate plus nine percentage points per annum for any late payments. Supplier may also charge a lump sum fee of EURO 40. Supplier reserves the right to charge higher interest and/or claim further damages. The lump sum charge set forth in Sentence 2 shall be offset against any damage compensation owed if the damages are inherent in the costs of taking legal action. This shall be without prejudice to Supplier’s entitlement to commercial late payment interest (§ 353 HGB [German Commercial Code]) in transactions with merchants.

(4) Supplier shall have the right to provide pending goods or services only in exchange for advance payment or the provision of collateral if, upon materialization of the contract, Supplier should become aware of circumstances that have the potential to significantly impair Customer’s creditworthiness and that place the payment of Supplier’s pending accounts receivable by Customer from the respective contractual relationship in jeopardy.

§ 4 Delivery and Delivery Time

(1) Supplier shall ship ex works. Upon Customer’s request and at Customer’s expense, Supplier shall ship to a different destination. Unless otherwise agreed upon, Supplier shall have the right to determine the mode of shipment (in particular the transportation company, transport route and packaging) at Supplier’s discretion.

(2) The delivery time shall be agreed upon on a case-by-case basis or shall be stipulated by Supplier upon acceptance of the order. If a delivery agreement has been made, the delivery times and delivery dates shall refer to the time the shipment is handed over to the logistics company, freight forwarder or a third party commissioned to handle the transport.

(3) Supplier’s compliance with Supplier’s delivery obligations shall hinge on the timely and proper fulfillment of Customer’s obligations. This shall be subject to the plea of non-performance of the contract.

(4) If ordered goods should not be available because Supplier has not received delivery from Supplier’s vendor and Supplier did not cause this problem, Supplier shall have the right to rescind from the contract. In such cases, Supplier shall promptly notify the Customer and shall immediately reimburse any payments already made.

(5) Customer’s entitlement to damage compensation or reimbursement of expenses if delivery is delayed or impossible shall be governed by the provisions of § 7.

§ 5 Place of Fulfillment, Shipment, Packaging, Risk Transfer, Acceptance

(1) Unless otherwise provided, the place of fulfillment for all obligations arising from the contract shall be Illingen, Germany.

(2) The mode of transportation and packaging shall be determined at Supplier’s diligent discretion.

(3) The risk shall transfer to Customer at the latest upon handover of the item to be delivered to the logistics company, freight forwarder or any other party commissioned to handle the shipment. This shall also apply if partial deliveries should be made or if Supplier has assumed the responsibility for other services (such as shipping).

(4) Customer shall be liable for storage costs if Customer is in default.

(5) Supplier shall insure the shipment against the risks of theft, breakage, transportation, fire and water damage or any other insurable risks only at Customer’s express request and expense.

§ 6 Warranty

(1) Customer’s rights related to material and legal deficiencies (including incorrect deliveries and short deliveries) shall be governed by the statutory provisions unless otherwise stipulated below. This shall be without prejudice to the statutory special conditions that apply if final delivery of the goods is made to a consumer in all such cases.

(2) The basis for Supplier’s liability for deficiencies shall be, first and foremost, the agreement made between Supplier and Customer concerning the characteristics of the goods. If a characteristic has not been agreed upon, statutory provisions shall be used to determine whether or not a deficiency exists.

(3) If the transaction is a mutual commercial transaction, Customer’s deficiency and subrogation entitlements shall be contingent upon Customer having met Customer’s statutory examination and claim filing obligations pursuant to § 377 HGB. If a deficiency should be found during the examination of the purchased item or at a later point in time, Customer shall promptly notify Supplier in writing. To comply with the submission deadline, it shall suffice to send the claim in a timely manner. The aforementioned examination and claim-filing obligation notwithstanding, Customer shall promptly notify Supplier of any obvious deficiencies (including incorrect deliveries and short deliveries) in writing or text format. To comply with the submission deadline, it shall once again suffice to send the notification in a timely manner. If Customer should fail to perform a proper examination and/or file a claim, Supplier shall be exempt from liability for the unreported deficiency.

(4) If the delivered item should be deficient, Supplier shall first have the choice to remedy fulfillment by eliminating the deficiency (remedial action) or by supplying a deficiency-free item (replacement).

(5) Supplier shall have the right to make the owed remedial action contingent upon Customer’s payment of the purchase price. However, Customer shall have the right to retain a reasonable portion of the purchase price based on the extent of the deficiency.

(6) Customer shall grant Supplier the time required and the opportunity to perform the owed remedial action; in particular Customer shall hand over the goods that are subject to the complaint for verification purposes. If the Parties should agree upon the replacement of the goods, Customer shall return to Supplier the deficient item(s) in compliance with the statutory provisions.

(7) Supplier shall pay the costs necessary to perform the tests and remedial action, in particular transportation, road, labor and material costs if an actual deficiency exists. However, if the deficiency elimination claim should be unjustified, Supplier may demand the reimbursement of the resulting costs.

(8) Customer shall be entitled to damage compensation or reimbursement of expenses incurred in vain only subject to the provisions of § 7; such claims shall otherwise be excluded.

§ 7 Other Liability

Regardless of the legal grounds, Supplier shall assume liability for damage compensation or reimbursement of expenses incurred in vain pursuant to the provisions set forth in Sub-sections 1 through 5 below.

(1) Unless otherwise stipulated in these GTC, including the provisions of this § 7, if contractual or non-contractual obligations should be breached, Supplier shall assume liability in accordance with the applicable statutory provisions.

(2) Supplier shall assume liability for damage compensation in cases of intent or gross negligence. For simple acts of negligence Supplier shall assume liability only

a) for damage arising from the causing of injury to life, physical injury or damage to health,

b) for damage arising from the breach of a cardinal contractual obligation (an obligation the fulfillment of which the proper performance of the contract is contingent upon and upon the fulfillment of which the Customer can regularly rely and is permitted to rely upon). However, in such a case Supplier’s liability shall be limited to the reimbursement of foreseeable, typically materializing damage.

(3) The limitations of liability arising from Sub-section 2 shall not apply if Supplier has maliciously failed to disclose a defect or has assumed a warranty for the characteristics of the goods or if the Supplier is liable pursuant to the German Product Liability Act.
(4) The provisions of this § 7 shall accordingly apply to the reimbursement of expenses incurred in vain.

(5) If liability for damages is excluded or limited vis-à-vis the Supplier, this exclusion or limitation shall also apply to the personal liability of Supplier’s statutory representatives and agents.

§ 8 Statute of Limitations

(1) Subject to Sub-sections (2) through (4) below, the statute of limitations for claims arising from material and/or legal deficiencies shall be one year after completion of the delivery.

(2) Sub-section (1) shall not affect the special statutory provisions on statutes of limitations for in rem release claims of third parties if Supplier has engaged in malicious, intentional or grossly negligent acts; for supplier recourse if final delivery is made to a consumer; for claims arising from the causing of injury to life, physical injury and/or damage to health; if Supplier has assumed a warranty or if the purchased item was properly used in the building of a structure and has resulted in the deficiency of the structure.

(3) The above statutes of limitation shall also apply to Customer’s contractual and non-contractual claims for damages that are based on a deficiency of the goods, unless the application of the regular statutory statutes of limitation periods would lead to abbreviated statutes of limitation periods in individual cases. In any event, the statute of limitation periods of the Product Liability Act shall not be affected.

(4) Incidentally, Customer’s damage compensation claims pursuant to § 7 shall be exclusively governed by the statutory statute of limitation periods.

§ 9 Title Retention

(1) Supplier shall retain title to the item(s) purchased until all payments due from the delivery contract have been received. If the Customer should engage in contract breaching conduct, in particular if customer should be in default of payment, Supplier shall have the right to repossess the item(s) purchased. The repossession of the item(s) purchased by Supplier shall simultaneously constitute Supplier’s rescission from the contract. Upon repossession of the purchased item(s), Supplier shall have the right to monetize the item(s). The proceeds from such monetization shall be offset against Customer’s accounts payable due to Supplier – minus reasonable monetization costs.

(2) Customer shall promptly notify Supplier in writing if any attachments or other third party interventions should occur.

(3) Customer shall be authorized to resell the item(s) purchased as part of regular business transactions. Customer herewith assigns to Supplier all accounts receivable arising from the resale of the goods to Customer’s clientele or other third parties equivalent to the final invoice amount (including VAT) owed to Supplier, regardless of whether the purchased item(s) has/have been sold without or after having been processed. Customer shall continue to be authorized to collect such accounts receivable even after this assignment. This shall be without prejudice to Supplier’s right to directly collect these accounts receivable. However, Supplier shall refrain from collecting these accounts receivable as long as Customer meets the payment obligations using the revenues generated, is not in default of payment and in particular does not file an application for the initiation of insolvency proceedings or suspends the making of payments. If any of the former should occur, Supplier shall have the right to demand that Customer disclose the assigned accounts receivable and their debtors, provide Supplier with all information required to collect these accounts, release to Supplier any related documents and notify the debtors (third parties) of the assignments.

§ 10 Controlling of Exports

(1) Services arising from contracts with the Supplier may be subject to export and import restrictions. Fulfillment of the contract by Supplier shall be contingent upon this fulfillment not being hindered by national or international import and export law regulations or any other statutory provisions.

(2) Customer shall undertake to comply with the applicable export and import control provisions of the Federal Republic of Germany, the European Union and the United States of America as well as any other applicable provisions and shall provide all information and documents that are required for export or import transactions involving Supplier’s goods in any other country. Until these documents have been presented, Supplier shall be under no obligation to deliver.

§ 11 Final Provisions

(1) If Customer is a merchant as defined in the HGB, a legal entity under public law or a public law special entity, if Customer does not have a general domestic place of jurisdiction or if Customer relocates Customer’s business domicile to a foreign jurisdiction after the contract was entered into, the place of jurisdiction for all disputes arising from the business relationship between Supplier and Customer shall be Illingen, Germany. This shall not affect mandatory statutory provisions concerning exclusive places of jurisdiction. Supplier shall also have the right to file a lawsuit at Customer’s place of jurisdiction and any other permissible place of jurisdiction.

(2) The relationship between Supplier and Customer shall be shall be governed exclusively by the laws of the Federal Republic of Germany. The Convention on Contracts for the International Sale of Goods dated April 11, 1980 shall not apply.

Status: May 2019

General Terms and Conditions of Boger & Benz GmbH

§ 1 Applicability

(1) These General Terms and Conditions (“GTC”) contain the exclusively applicable terms in effect between you (hereinafter referred to as Customer) and Boger & Benz GmbH, Bonhoefferstraße 22, 75417 Mühlacker Germany (hereinafter referred to as Supplier) for all contracts, goods, services and quotations. These GTC shall be integral components of all contracts Supplier enters into with Customer concerning all goods and services offered by the Supplier. These GTC shall be effective only if Customer is an entrepreneur/enterprise (§ 14 BGB [German Civil Code]), a legal entity under public law or a public law special entity.

(2) Customer’s or third parties’ general terms and conditions that contradict, supplement or deviate from Supplier’s GTC shall not apply, even if Supplier does not separately object to their applicability in individual cases. Even if Supplier makes reference to correspondence that contains Customer’s or third parties’ general terms and conditions or makes reference to the former, this shall not establish Supplier’s consent to the applicability of such general terms and conditions.

§ 2 Quotation and Materialization of the Contract

(1) The presentation of Supplier’s goods and services on Supplier’s website www.boger-benz.de, in Supplier’s catalogs or in any of Supplier’s other promotional media shall not constitute binding quotations/offers made by Supplier. By placing an order, Customer submits a binding offer to Supplier.

(2) A contract between Customer and Supplier shall not be considered entered into until Supplier has issued a separate express declaration of acceptance, which shall be sent within five business days via fax, e-mail or in writing.

(3) With the exception of Supplier’s managing directors, Supplier’s employees shall not have the authority to enter into agreements with Customer that deviate from these GTC.

(4) Information provided by Supplier concerning goods or services (e.g. weight, dimensions, tolerances and technical data) as well as our depictions of the former (e.g. figures) shall be merely approximate, unless their usability for the contractually intended purpose is contingent upon exact congruence. Such information shall not constitute warranted characteristics, but descriptions or designations of the goods or services. Typical deviations in the line of business or deviations implemented due to legal regulations or that represent technical improvements shall be permitted as long as they do not impair the usability for the intended contractual purposes.

(5) Supplier shall retain title and/or the right to use all quotations and cost estimates made by Supplier and to any figures, calculations, flyers, catalogs, models as well as other documents and other resources provided by Supplier to the Customer. In the absence of Supplier’s express consent Customer shall not be authorized to make such records and objects or their content accessible or known to third parties or to use the former or allow third parties to use them, have them used or reproduced/copied. Upon Supplier’s request, Customer shall undertake to return all of these objects to Supplier in their entirety and shall destroy any copies made if Customer no longer needs them for ordinary business processes or if negotiations do not result in the entering into a contract.

§ 3 Prices and Payment

(1) Prices quoted shall apply to the scope of services and goods listed in order confirmations. Prices shall be ex works in EUROS and shall be subject to the addition of packaging costs, applicable value added tax, customs duties for export shipments as well as fees and other public levies.

(2) Invoiced amounts shall be due for payment within the agreed-upon payment terms. The timeliness of payments shall be determined by the date they are received by Supplier. Unless otherwise agreed upon, the purchase price shall be due for payment 30 days after Customer receives the invoice.

(3) Customer shall pay late payment interest in the amount of the respective base interest rate plus nine percentage points per annum for any late payments. Supplier may also charge a lump sum fee of EURO 40. Supplier reserves the right to charge higher interest and/or claim further damages. The lump sum charge set forth in Sentence 2 shall be offset against any damage compensation owed if the damages are inherent in the costs of taking legal action. This shall be without prejudice to Supplier’s entitlement to commercial late payment interest (§ 353 HGB [German Commercial Code]) in transactions with merchants.

(4) Supplier shall have the right to provide pending goods or services only in exchange for advance payment or the provision of collateral if, upon materialization of the contract, Supplier should become aware of circumstances that have the potential to significantly impair Customer’s creditworthiness and that place the payment of Supplier’s pending accounts receivable by Customer from the respective contractual relationship in jeopardy.

§ 4 Delivery and Delivery Time

(1) Supplier shall ship ex works. Upon Customer’s request and at Customer’s expense, Supplier shall ship to a different destination. Unless otherwise agreed upon, Supplier shall have the right to determine the mode of shipment (in particular the transportation company, transport route and packaging) at Supplier’s discretion.

(2) The delivery time shall be agreed upon on a case-by-case basis or shall be stipulated by Supplier upon acceptance of the order. If a delivery agreement has been made, the delivery times and delivery dates shall refer to the time the shipment is handed over to the logistics company, freight forwarder or a third party commissioned to handle the transport.

(3) Supplier’s compliance with Supplier’s delivery obligations shall hinge on the timely and proper fulfillment of Customer’s obligations. This shall be subject to the plea of non-performance of the contract.

(4) If ordered goods should not be available because Supplier has not received delivery from Supplier’s vendor and Supplier did not cause this problem, Supplier shall have the right to rescind from the contract. In such cases, Supplier shall promptly notify the Customer and shall immediately reimburse any payments already made.

(5) Customer’s entitlement to damage compensation or reimbursement of expenses if delivery is delayed or impossible shall be governed by the provisions of § 7.

§ 5 Place of Fulfillment, Shipment, Packaging, Risk Transfer, Acceptance

(1) Unless otherwise provided, the place of fulfillment for all obligations arising from the contract shall be Mühlacker, Germany.

(2) The mode of transportation and packaging shall be determined at Supplier’s diligent discretion.

(3) The risk shall transfer to Customer at the latest upon handover of the item to be delivered to the logistics company, freight forwarder or any other party commissioned to handle the shipment. This shall also apply if partial deliveries should be made or if Supplier has assumed the responsibility for other services (such as shipping).

(4) Customer shall be liable for storage costs if Customer is in default.

(5) Supplier shall insure the shipment against the risks of theft, breakage, transportation, fire and water damage or any other insurable risks only at Customer’s express request and expense.

§ 6 Warranty

(1) Customer’s rights related to material and legal deficiencies (including incorrect deliveries and short deliveries) shall be governed by the statutory provisions unless otherwise stipulated below. This shall be without prejudice to the statutory special conditions that apply if final delivery of the goods is made to a consumer in all such cases.

(2) The basis for Supplier’s liability for deficiencies shall be, first and foremost, the agreement made between Supplier and Customer concerning the characteristics of the goods. If a characteristic has not been agreed upon, statutory provisions shall be used to determine whether or not a deficiency exists.

(3) If the transaction is a mutual commercial transaction, Customer’s deficiency and subrogation entitlements shall be contingent upon Customer having met Customer’s statutory examination and claim filing obligations pursuant to § 377 HGB. If a deficiency should be found during the examination of the purchased item or at a later point in time, Customer shall promptly notify Supplier in writing. To comply with the submission deadline, it shall suffice to send the claim in a timely manner. The aforementioned examination and claim-filing obligation notwithstanding, Customer shall promptly notify Supplier of any obvious deficiencies (including incorrect deliveries and short deliveries) in writing or text format. To comply with the submission deadline, it shall once again suffice to send the notification in a timely manner. If Customer should fail to perform a proper examination and/or file a claim, Supplier shall be exempt from liability for the unreported deficiency.

(4) If the delivered item should be deficient, Supplier shall first have the choice to remedy fulfillment by eliminating the deficiency (remedial action) or by supplying a deficiency-free item (replacement).

(5) Supplier shall have the right to make the owed remedial action contingent upon Customer’s payment of the purchase price. However, Customer shall have the right to retain a reasonable portion of the purchase price based on the extent of the deficiency.

(6) Customer shall grant Supplier the time required and the opportunity to perform the owed remedial action; in particular Customer shall hand over the goods that are subject to the complaint for verification purposes. If the Parties should agree upon the replacement of the goods, Customer shall return to Supplier the deficient item(s) in compliance with the statutory provisions.

(7) Supplier shall pay the costs necessary to perform the tests and remedial action, in particular transportation, road, labor and material costs if an actual deficiency exists. However, if the deficiency elimination claim should be unjustified, Supplier may demand the reimbursement of the resulting costs.

(8) Customer shall be entitled to damage compensation or reimbursement of expenses incurred in vain only subject to the provisions of § 7; such claims shall otherwise be excluded.

§ 7 Other Liability

Regardless of the legal grounds, Supplier shall assume liability for damage compensation or reimbursement of expenses incurred in vain pursuant to the provisions set forth in Sub-sections 1 through 5 below.

(1) Unless otherwise stipulated in these GTC, including the provisions of this § 7, if contractual or non-contractual obligations should be breached, Supplier shall assume liability in accordance with the applicable statutory provisions.

(2) Supplier shall assume liability for damage compensation in cases of intent or gross negligence. For simple acts of negligence Supplier shall assume liability only

a) for damage arising from the causing of injury to life, physical injury or damage to health,

b) for damage arising from the breach of a cardinal contractual obligation (an obligation the fulfillment of which the proper performance of the contract is contingent upon and upon the fulfillment of which the Customer can regularly rely and is permitted to rely upon). However, in such a case Supplier’s liability shall be limited to the reimbursement of foreseeable, typically materializing damage.

(3) The limitations of liability arising from Sub-section 2 shall not apply if Supplier has maliciously failed to disclose a defect or has assumed a warranty for the characteristics of the goods or if the Supplier is liable pursuant to the German Product Liability Act.

(4) The provisions of this § 7 shall accordingly apply to the reimbursement of expenses incurred in vain.

(5) If liability for damages is excluded or limited vis-à-vis the Supplier, this exclusion or limitation shall also apply to the personal liability of Supplier’s statutory representatives and agents.

§ 8 Statute of Limitations

(1) Subject to Sub-sections (2) through (4) below, the statute of limitations for claims arising from material and/or legal deficiencies shall be one year after completion of the delivery.

(2) Sub-section (1) shall not affect the special statutory provisions on statutes of limitations for in rem release claims of third parties if Supplier has engaged in malicious, intentional or grossly negligent acts; for supplier recourse if final delivery is made to a consumer; for claims arising from the causing of injury to life, physical injury and/or damage to health; if Supplier has assumed a warranty or if the purchased item was properly used in the building of a structure and has resulted in the deficiency of the structure.

(3) The above statutes of limitation shall also apply to Customer’s contractual and non-contractual claims for damages that are based on a deficiency of the goods, unless the application of the regular statutory statutes of limitation periods would lead to abbreviated statutes of limitation periods in individual cases. In any event, the statute of limitation periods of the Product Liability Act shall not be affected.

(4) Incidentally, Customer’s damage compensation claims pursuant to § 7 shall be exclusively governed by the statutory statute of limitation periods.

§ 9 Title Retention

(1) Supplier shall retain title to the item(s) purchased until all payments due from the delivery contract have been received. If the Customer should engage in contract breaching conduct, in particular if customer should be in default of payment, Supplier shall have the right to repossess the item(s) purchased. The repossession of the item(s) purchased by Supplier shall simultaneously constitute Supplier’s rescission from the contract. Upon repossession of the purchased item(s), Supplier shall have the right to monetize the item(s). The proceeds from such monetization shall be offset against Customer’s accounts payable due to Supplier – minus reasonable monetization costs.

(2) Customer shall promptly notify Supplier in writing if any attachments or other third party interventions should occur.

(3) Customer shall be authorized to resell the item(s) purchased as part of regular business transactions. Customer herewith assigns to Supplier all accounts receivable arising from the resale of the goods to Customer’s clientele or other third parties equivalent to the final invoice amount (including VAT) owed to Supplier, regardless of whether the purchased item(s) has/have been sold without or after having been processed. Customer shall continue to be authorized to collect such accounts receivable even after this assignment. This shall be without prejudice to Supplier’s right to directly collect these accounts receivable. However, Supplier shall refrain from collecting these accounts receivable as long as Customer meets the payment obligations using the revenues generated, is not in default of payment and in particular does not file an application for the initiation of insolvency proceedings or suspends the making of payments. If any of the former should occur, Supplier shall have the right to demand that Customer disclose the assigned accounts receivable and their debtors, provide Supplier with all information required to collect these accounts, release to Supplier any related documents and notify the debtors (third parties) of the assignments.

§ 10 Controlling of Exports

(1) Services arising from contracts with the Supplier may be subject to export and import restrictions. Fulfillment of the contract by Supplier shall be contingent upon this fulfillment not being hindered by national or international import and export law regulations or any other statutory provisions.

(2) Customer shall undertake to comply with the applicable export and import control provisions of the Federal Republic of Germany, the European Union and the United States of America as well as any other applicable provisions and shall provide all information and documents that are required for export or import transactions involving Supplier’s goods in any other country. Until these documents have been presented, Supplier shall be under no obligation to deliver.

§ 11 Final Provisions

(1) If Customer is a merchant as defined in the HGB, a legal entity under public law or a public law special entity, if Customer does not have a general domestic place of jurisdiction or if Customer relocates Customer’s business domicile to a foreign jurisdiction after the contract was entered into, the place of jurisdiction for all disputes arising from the business relationship between Supplier and Customer shall be Mühlacker, Germany. This shall not affect mandatory statutory provisions concerning exclusive places of jurisdiction. Supplier shall also have the right to file a lawsuit at Customer’s place of jurisdiction and any other permissible place of jurisdiction.

(2) The relationship between Supplier and Customer shall be shall be governed exclusively by the laws of the Federal Republic of Germany. The Convention on Contracts for the International Sale of Goods dated April 11, 1980 shall not apply.

Status: May 2019