Terms and conditions

General Terms of Sale, Delivery and Payment of TPI-electronic components GmbH

Section 1 Scope

Terms and conditions

(1) Our deliveries and performances are based exclusively on the following general terms of business. These terms shall also apply for all future business relations, even if they are not explicitly agreed again.

(2) We shall not accept any contradictory or divergent terms of business of the customer unless we have explicitly agreed in writing to accept the contradictory or divergent terms of business.

(3) The rulings in paragraphs (1) and (2) above shall also apply even if we do not reject the customer's divergent terms in individual instances or deliver to the customer without reservation despite being aware of the customer's contradictory or divergent terms of business. We shall similarly not be under any obligation if the customer's terms of business diverge from the statutory provisions, regardless of their content.

Section 2 Offers and conclusion of contracts

(1) Our quotations shall be without obligation; they shall merely constitute a request for offers by our potential customers.

(2) The required goods may be ordered by the potential customer verbally, by telephone, in writing, by e-mail or by fax and shall constitute a binding offer for conclusion of a contract.

(3) We shall be entitled to accept this offer within 14 calendar days by declaring our intention to the customer in text form. In the case of offers placed by the customer verbally, by telephone, by e-mail or by fax, this time-limit shall begin to run when we receive the offer; in the case of a written order by the customer, it shall begin to run when the customer's letter is mailed (as determined by the date of the post office stamp). The offer shall be deemed to have been refused if the customer has not received confirmation of the order after 14 calendar days (cf. Sections 147 et seq. of the German Civil Code (BGB)).

(4) Illustrations, drawings, weights, calculations, the results of data processing runs and other details which we have provided to the customer in conjunction with the preparations for concluding a contract shall be without obligation for the content of any subsequently concluded contract, unless we have explicitly confirmed their binding nature.

(5) Moreover, we shall retain all associated rights in respect of ownership, copyright, brand names, utility models, registered designs and patents. They are only made available to the potential customer for the purposes of the particular offer concerned and may not be duplicated as a whole or in part or made available to third parties without our explicit consent. Documents made available in conjunction with the preparations for concluding a contract shall be returned to us free of charge if the purchase order is placed elsewhere.

Section 3 Prices

(1) Unless specified otherwise in our confirmation of the order, our prices shall apply "ex delivery warehouse".

(2) All our prices are quoted in euros (EUR) or US dollars ($) and do not include statutory value-added tax, which is currently charged at a rate of 19%. Prices do not include other costs, especially for packaging, transport, installation or insurance. Materials required for transport and other packaging shall not be taken back, but must be disposed of by the customer in accordance with the applicable regulations or recycled.

(3) Any fees, public charges or similar special costs shall be borne exclusively by the customer unless statutory regulations explicitly oblige us to bear such costs.

Section 4 Delivery and delivery periods

(1) Delivery shall be effected from our delivery warehouse, unless specified otherwise in the confirmation of the order.

(2) Even in the case of part-deliveries and carriage-paid delivery, the risk of accidental loss or deterioration of the goods shall pass to the customer, at the latest, when the consignment is handed over to the person transporting the goods, even when using one of our conveyances, or when the goods are shipped from our delivery warehouse. If shipment is delayed for reasons for which the customer is responsible, the risk shall pass to the customer on the day on which the goods are ready for shipment.

(3) Handover shall be deemed to have been effected even when the customer has defaulted on acceptance.

(4) Unless agreed otherwise, delivery dates shall constitute expected dates.

(5) Even if binding dates have been agreed, we shall not be liable for delays in delivery or performance attributable to Acts of God or occurrences beyond our control, but making the delivery or performance considerably more difficult or impossible for us - in particular, these shall include strikes, lockouts, official orders, failure of own deliveries for which we are not responsible, etc. even when they affect our suppliers. Such delays shall entitle us to postpone the delivery or performance for the duration of the obstruction plus a reasonable start-up period. If the obstruction persists for more than three months, the customer shall be entitled to rescind the contract following the fruitless expiry of a set reasonable period of grace. Rescission shall be excluded if the customer is solely or predominantly responsible for the circumstances justifying the rescission or if the customer has already defaulted on acceptance when the circumstances beyond our control arise.

(6) If the customer fails to accept the goods despite our request to do so, we shall be entitled to rescind the contract on fruitless expiry of a set reasonable period of grace for acceptance which shall be not less than two weeks. The right to claim damages shall not be excluded by the rescission.

Section 5 Terms of payment

(1) Unless agreed otherwise, the purchase price shall exclusively be remitted to our account by bank giro transfer, without deduction.

(2) The customer shall pay the purchase price immediately, unless specified otherwise in the order confirmation. The customer shall only be permitted to deduct a discount if such a discount has been granted in the letter confirming the order.

(3) In addition to the other cases specified by law, the customer shall be deemed to have defaulted, at the latest and even without reminder, if the price is not paid within 30 days of receiving a payable invoice or equivalent request for payment or - if the date of receipt cannot be established - within 30 days of receiving the goods. In such a case, we shall be entitled to charge the customer interest on the defaulted payment at a rate 8 percentage points above the applicable basic interest rate. The right to claim further damages shall not be excluded.

(4) If the customer's financial circumstances change in a manner making discharge of the customer's payment obligations to us doubtful, in particular if the customer defaults on payments, or if cheques or bills are protested, we shall be entitled to make all accounts payable by the customer - including deferred accounts - due for payment immediately and to withhold outstanding deliveries and/or performances under contracts already in force and/or to demand security in an amount commensurate with the claim to be secured in each case.

(5) In cases pursuant to paragraphs (3) and (4) above, we shall additionally be entitled to make outstanding deliveries and/or performances contingent on pre-payment of the purchase price or other fees.

(6) If the customer does not meet our demand for security or pre-payment within a reasonable period, we shall be entitled to rescind contracts which have not yet been executed, either in full or in part. The right to claim further damages shall not be excluded by the rescission.

Section 6 Setting-off and withholding

The customer shall only be entitled to set off against own counter-claims if such counter-claims against us have been established without right of appeal or are undisputed. The customer shall only be entitled to withhold sums insofar as the counter-claim is based on the same contractual relationship.

Section 7 Reservation of title

(1) All the goods which we have delivered shall remain our property until all claims for payment have been met by the customer.

(2) If the goods are to be resold, the customer shall herewith irrevocably assign the resultant right to remuneration to us, together with all ancillary rights and safeguards; we herewith accept this assignment. The customer is authorized, subject to revocation at any time, to collect this sum in its own name, but for our account. Costs incurred through such collection shall be borne by the customer. At our request, the customer shall disclose the amount assigned and the name of the debtor, shall provide all the information necessary in order to collect the sum and shall immediately provide us with the associated documents; in addition, the customer shall immediately inform the debtor of the assignment in writing, notwithstanding our right to inform the debtor of the assignment directly.

(3) The customer shall be obliged to insure the goods which we have delivered and to which we have retained title, as from the transfer of risk, against the risks of unlawful removal, breakage, fire, water damage and other forms of damage in an amount equal to at least the market value of the goods and to furnish us with proof of such insurance at our request, for example through presentation of the insurance policies. If the customer fails to discharge this obligation despite our request to do so, we shall be entitled to effect the necessary insurances at the customer's expense. The customer shall herewith irrevocably assign to us its entitlement to indemnification by the insurance companies under these insurances; we herewith accept this assignment.

(4) The customer shall be obliged to treat the goods to which we have retained title with due care. Insofar as maintenance and inspections are required in this context, such work shall be undertaken by the customer regularly and at its own expense.

(5) The customer shall neither pledge the goods to which we have retained title nor assign them by way of security. If the goods are seized or confiscated, or if they become the subject of any other enforcement measures or orders by third parties, the customer shall inform us without delay and shall send us the corresponding documents (record of attachment, record of confiscation, etc.). In addition, when such measures are executed, the customer shall declare for the record that we have retained title to the goods. If the customer fails to discharge this duty, the customer shall bear the resultant costs of action brought by us in opposition to execution of the judgment against the goods to which we have retained title, notwithstanding our further rights.

(6) If the customer acts in breach of contract, especially if it defaults on payments and/or violates any of the duties pursuant to paragraphs (3) to (5) above, and continues to do so despite being set a reasonable period of grace in which to remedy the breach of duty, we shall be entitled to rescind the contract and then to demand that the goods be returned. A period of grace need not be set in cases pursuant to Section 323 para. 2 and Section 324 of the German Civil Code (BGB). The right to claim further damages shall not be excluded by the rescission.

(7) If the value of the security pursuant to paragraph (2) above exceeds our secured claim by more than 10%, the customer shall be entitled to demand its release in this context. We shall be free to select the security to be released.

(8) The purchased goods shall in all cases be processed, mixed with other items or transformed by the customer on our behalf. Sections 947 et seq. of the German Civil Code (BGB) shall apply with regard to the legal consequences. The customer shall also assign to us the claims which accrue against a third party as a result of combining the purchased item with real estate and which serve to secure our claims against the customer; we herewith accept this assignment.

Section 8 Warranty

The statutory regulations shall apply unless specified otherwise below. (1) Obvious and identifiable defects shall be reported to us in writing by the customer without delay, at the latest within one week of receiving the goods; punctual dispatch shall suffice for compliance with the time-limit. The customer's attention is explicitly drawn to the examination and reporting duties pursuant to Section 377 of the German Commercial Code (HGB). Defects which are neither obvious nor identifiable shall be reported to us in writing by the customer within one week of their discovery; here too, punctual dispatch shall suffice for compliance with the time-limit.

(2) The nature of the purchased item shall be governed exclusively by the product description agreed in the order confirmation. Public statements, promotional statements and our advertising shall not constitute any contractually binding statement on the nature of the goods, unless this has been explicitly agreed with the customer in writing.

(3) Natural wear and tear and any impairment of the purchased item due to improper or incorrect handling shall not constitute a defect. We shall not accept any liability for damage or malfunctions attributable to defective installation or commissioning by the customer, a defective or unsuitable power supply, operation with the wrong type of current or voltage or non-compliance with necessary or recommended operations and/or maintenance work. Our warranty shall similarly not apply if replaced parts or the consumables used do not comply with the original specification.

(4) a) In the event of a defect, we shall be entitled, within the scope of renewed performance owed, either to remedy the defect (repair) or to deliver faultless goods (substitute delivery) at our discretion. However, we shall also be entitled to refuse renewed performance if it entails disproportionately high costs.

b) Costs shall be deemed to be disproportionate, in particular, if the total cost of renewed performance exceeds 30% of the market value of the sold goods. The customer's other rights shall remain unaffected.

(5) If renewed performance proves fruitless, the customer shall be entitled either to reduce the purchase price or to rescind the contract at its discretion. Renewed performance shall be deemed fruitless when two attempts to repeat performance have failed. If the customer then opts to rescind the contract on account of a defect of title or material defect, the customer shall not be entitled to additionally claim damages on account of the defect. On the other hand, if the customer decides to claim damages following fruitless renewed performance, the purchased item shall remain in the customer's possession if this can reasonably be expected of the customer. The damages shall not exceed the difference between the purchase price and the value of the defective item. The rulings of this paragraph shall not apply if we have maliciously caused or concealed the defect.

(6) The customer shall not be entitled to exercise any right of rescission in the case of a minor breach of contract and especially not in the case of merely minor defects.

(7) If it is found, when goods are returned on account of a complaint, that the customer's complaint is not justified, we shall be entitled to charge the customer both the costs of shipment and a reasonable fee for examination of the goods.

(8) Parts which have been replaced under the warranty shall become our property and shall be returned to us.

(9) The customer shall not acquire any guarantees as defined by law from us.

(10) The warranty period is one year as from delivery of the goods.

Section 9 Restrictions of liability

We shall not accept any liability for losses which we, our statutory representatives or vicarious agents have caused through slightly negligent violation of minor contractual duties. This shall apply regardless of the legal nature of the asserted claim, particularly if based on default, other violation of duty or tort. This restriction of liability shall not apply for claims based on death, bodily injury or damage to health, nor for claims based on violation of substantial contractual duties, the discharge of which are essential to the contract and on which the customer may rely.

Section 10 Lump-sum damages

Insofar as we may claim damages under the present General Terms of Sale, Delivery and Payment or under statutory regulations, we shall be entitled either to calculate the specific amount of loss or to claim a lump sum, at our discretion. The lump-sum damages shall amount to 15% of the order value plus any expenses incurred. The right to claim further damages shall remain unaffected. The customer shall explicitly be permitted to prove, in each specific case, that a loss or reduction in value has not occurred at all or is significantly lower than the lump sum claimed and to demand a corresponding reduction.

Section 11 Applicable law, place of performance, jurisdiction

(1) The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on the International Sale of Goods (CISG) dated 11 April 1980 and the conflict of law rules of German international private law shall not apply.

(2) Place of performance for all rights and duties under the present contract shall be at our head office in Hamburg.

(3) Venue for jurisdiction for all disputes under and associated with the present contract shall be Hamburg if the customer is a business person, a legal entity under public law or a special fund under public law. This shall also apply for all claims based on bills and cheques which are payable elsewhere. We shall also be entitled to sue the customer at any other statutory venue.

Section 12 Miscellaneous

If any of the provisions of the contract including these terms of business prove or become partly or completely invalid, this shall not affect the validity of the remainder. In the event that a ruling proves completely or partly invalid, the parties shall be obliged to agree on a ruling ensuring the intended economic success of the invalid clause to the greatest possible extent.

Section 13 Concluding provision

All previous terms of sale, delivery and payment are herewith superseded.

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