General Business Terms and Conditions

Knott GmbH (Version dated 17.07.2011)

Preamble
Your contractual partner for placing orders is Knott GmbH, Obinger Strasse 15, 83125 Eggstätt, Germany (subsequently called "Knott"). The General Business Terms and Conditions which follow do not apply to consumers in the sense of § 13 BGB (German Civil Code), unless this law is specifically referred to.

1. General
1.1 All agreements, deliveries, services, and quotations related to companies, legal entities, and separate entities under public law (subsequently called "buyer") are subject to our General Business Terms and Conditions as set out below. In every case, these will be considered to have been accepted with the placing of an order or by the acceptance of goods or services. Anyone who has accepted these conditions simultaneously acknowledges that they also apply to them with regard to future orders, call-offs or acceptances. Our provisions with respect to privacy and data protection also apply and can be viewed on our website at any time.
1.2 We will not be bound by any terms or conditions of the buyer or customer which deviate from our own terms and conditions and which we have not accepted in writing, even if we have not expressly countermanded them. In the event that the buyer bases his order on other terms and conditions, we will only accept the order subject to our General Business Terms and Conditions. In particular, we will without exception only supply the ordered goods to the buyer under the provisions for the extended retention of title laid down in Article 6 of our General Business Terms and Conditions.
1.3 Orders will only be deemed to have been accepted when we have confirmed them in writing or by fax or by email with a qualified electronic signature, or upon shipping of the goods.
1.4 For the rest, all agreements and legal declarations must be in written form. This also applies to changing this requirement for the written form.
1.5 All offers for goods are subject to change and non-binding. The offers on the website are not binding offers, but are merely an invitation to make a binding offer. Knott will inform the buyer accordingly if a particular item is no longer available. In this case a contract does not come into effect.

2. Period for delivery/provision of services
2.1 The agreed upon period of delivery for goods or services is deemed to be non-binding. It will begin on the day of dispatch of the order confirmation and will be considered to have been met if the goods have left the factory/warehouse or their readiness for dispatch has been notified or the provision of the service has been offered, by the end of said period. This notification or offer shall be made in writing.
2.2 In the event of an early delivery, this date rather than the originally agreed upon date shall be applicable.
2.3 Subject to correct and timely delivery to us by our suppliers.
2.4 The period for the delivery of goods or the provision of services shall be appropriately extended - even in the case of a delay in delivery or provisioning of service(s) - in the event that unforeseen obstacles arise which we were unable to avert despite taking reasonable care in accordance with the circumstances of the case, irrespective of whether affecting us or our subcontractors, e.g. force majeure, operating disruptions, official interventions, labour disputes, delays in deliveries of essential raw materials, components, subassemblies and commercial goods. The same also applies in cases of strikes and lock-outs. If such obstacles arise, we will notify the buyer immediately while assuming no obligation to do so. In such eventualities, we will in every case be entitled to make partial deliveries or to withdraw from the contract. In this case, claims for compensation by the buyer are excluded under the terms of Article 8.
2.5 If changes which could affect the period for delivery or provisioning of services are made to the contract at a later date, then these periods are extended by a reasonable amount unless special agreements where made in this regard.
2.6 If the period for delivery or provisioning of services (including all extensions) is exceeded by more than three months and if the goods or services have not yet been supplied, then the buyer will only be entitled to withdraw from the contract. Claims for compensation by the buyer are excluded under the terms of Article 8.
2.7 The provisions laid down in Article 2 apply analogously to pickup periods and dates. Failure to make pickups on time will lead to delayed acceptance on the part of the buyer and/or customer.

3. Prices
3.1 Orders for which fixed prices have not been expressly agreed upon will be invoiced at our list prices effective on the date of delivery or provisioning of service(s), or at our equitable discretion if such list prices are unavailable.
3.2 We are entitled to charge additional sales tax at the respective applicable official rate.
3.3 Furthermore, the costs of packing, carriage, postage, insurance, travel expenses and additional board allowances will also be invoiced in all cases. The same applies to any additional costs incurred by agreed upon partial deliveries, the partial provisioning of services and deliveries or services provided by express facilities.
3.4 The following applies even in the event of expressly agreed fixed prices: If a change occurs in the prices for raw materials, secondary materials or wage rates within the period for delivery or provisioning of services (see Article 2 above), we will be entitled to set new prices at our equitable discretion.

4. Payment
4.1 Payment is due upon receipt of invoice or equivalent statement of account and shall be made immediately. The buyer will fall into arrears if payment has not been made within 30 days of receiving the invoice or equivalent statement or receipt of our goods or services. The allowance of a payment period of up to 30 days does not affect this stipulation. If we allow a grace period for payment which exceeds 30 days, then the buyer will fall into arrears if payment has not been made by the time this period expires. Payment is only considered to have been made when the amount is available to Knott.
4.2 Interest on arrears will be charged at a rate of 8 percentage points above the respective applicable legal base rate. In place of this interest rate, we will be entitled to charge interest at a higher rate for overdrafts charged by our own bank (including overdraft commission) if, during the period of arrears on the part of the buyer, we are obliged to operate on bank credit of at least the same amount as our respective accounts receivable. This does not affect assertion of further claims for compensation.
4.3 Bills of exchange will only be accepted as an exception and by agreement, and then only on a case-by-case basis and by way of fulfilment, without any guarantee against their being protested and subject to the condition that they can be discounted and subject to the exclusion deferral of payment of the invoice amount. In the event that payment is in arrears (see Article 4.1) we are entitled to demand cash payment at any time in return for the bill of exchange. If the financial circumstances of the buyer or the drawer or the acceptor of the bill or one of its endorsers deteriorate, thereby posing a risk to the fulfilment of our requirement for payment, we may demand immediate payment by the buyer of the sum due and, instead of returning the bill of exchange, retain it for a reasonable period of time to be set by us as an adequate form of surety.
4.4 Any arrears of payment (see Article 4.1), including arrears from earlier orders, will entitle us to withdraw from the contract without warning or prior notice and to claim compensatory damages. The same applies if the aforementioned surety is not furnished within the specified time.
4.5 We are entitled to reject any obligation to the buyer to supply goods or factory services or other services if, after the contract has been concluded, it becomes evident that our entitlement to payment is put at risk by a lack of ability to pay on the part of the buyer. Our right of refusal to supply will not apply if our requirement for payment is met or a corresponding surety is furnished. We are also entitled to give the buyer a reasonable period to settle our bill by making payments or furnishing sureties - whichever he chooses - in return for our goods or services.
4.6 In the case of counterclaims which have not been acknowledged by us in writing or established as legally valid, the buyer may neither offset payment nor assert any right of retention on account of the said claims.

5. Transfer of risk, dispatch, and transport
5.1 If the goods are collected by the buyer or dispatched to him, then the risk of their accidental destruction or deterioration will pass to the buyer on their being supplied to our transport contractor or on leaving the factory or warehouse at the latest, irrespective of whether the dispatch takes place from the place of fulfilment and of who is paying the costs of transport. Pickup by the buyer will also be deemed to have taken place if the buyer appoints us as the transport contractor. If the goods are ready for dispatch and shipment or pickup is delayed for reasons for which we are not responsible, the risk will pass to the buyer on receipt by the buyer or the customer of the notification of readiness for dispatch. This also applies in cases where dispatch is impossible.
5.2 We are entitled but not obligated to arrange packaging and transport at our discretion.

6. Retention of title
6.1 Delivered goods will remain our property until all the debts arising out of the business relationship between us and the buyer are paid in full, § 449 BGB (German Civil Code). The suspension of individual debts within an open account and the striking of a balance and its acknowledgement will not affect our retention of title.
6.2 The buyer will be entitled to dispose of the reserved goods in the normal course of business but will not be permitted to pledge them or assign them as a form of surety. The buyer has a duty to protect our rights in case of the resale on credit of goods subject to retention of title.
6.3 The debts owed to the buyer from the disposal of the goods subject to retention of title are to be assigned to us immediately by the buyer and we will accept the said assignment under retention. Irrespective of the assignment and our right to collect the debt, the buyer will be entitled to collect the debt so long as he is not in arrears in meeting his liabilities to us (see Article 4.1) or in financial difficulties. At our request, the buyer shall supply us with the information required to collect the assigned debts, and to notify his debtors accordingly of said assignment.
6.4 Any processing whatsoever of the goods subject to retention of title will be undertaken by the buyer on our behalf without this incurring any obligations on our part as a result. If the goods subject to retention of title are processed, combined or mixed with other goods not belonging to us, we will be entitled to co-ownership of the resulting new article in proportion to the value of the reserved goods relative to the other processed goods at the time they were processed, combined or mixed. If the buyer acquires sole ownership of the new article, the parties to the contract agree that the buyer will grant us co-ownership of the new article in proportion to the value of the reserved goods relative to the processed, combined or mixed goods and maintain this for us free of charge. We are entitled to demand release of the cash value of our co-ownership share at any time, but without being entitled to claim possession or ownership of the new article.
6.5 If the reserved goods are disposed of with other goods, with or without subsequent processing, combining or mixing, the advance assignment of the debt as agreed above will apply only to the value of the reserved goods disposed of in association with the other goods.
6.6 The buyer shall inform us immediately of any compulsory enforcement measures by third parties affecting the goods subject to retention of title or the assigned debts and provide us with the documents necessary for intervention purposes.
6.7 We obligate ourselves to release sureties furnished to us in accordance with the foregoing provisions at the buyer's request and our discretion to the extent that the value exceeds the secured debts by 20%.
6.8 The legal rights according to §§ 437 et seq and §§ 634 et seq BGB (German Civil Code) remain unaffected.
6.9 In the event that our retention of title is adversely affected by the culpable behaviour of a third party (this also includes agents or employees of the buyer), the buyer is to assign any resulting claims for compensation against the said third party to us, regardless of the ongoing liability of the buyer, in every case. We will accept this assignment under retention.
6.10 If we take back delivered goods on the basis of our retention of title, all the costs thus incurred are to be borne by the buyer, particularly the costs of transport, inspection and refurbishment. This apart, we will credit the buyer with the value of the recovered goods at the time of their return. The said value will be determined by us at our equitable discretion.

7. Guarantee, liability, and complaints
7.1 Guarantee claims will only be considered if a defect occurs despite the goods being used, stored or transported in a suitable, proper and prescribed manner.
If certain goods are to be used as built-in components, they must first have been tested by the buyer for the intended purpose, in an appropriate manner and for a reasonable period of time, without any complaints. The burden of proof that the conditions laid down in this clause have been met rests with the buyer.
7.2 We provide no warranty except as legally required. In addition, we will not provide any warranty or guarantee that official permits can be obtained or requirements met. The buyer bears sole responsibility for official permits and for meeting possible requirements.
7.3 If the goods are defective or lack guaranteed properties, or a defect arises within the guarantee period and a claim under guarantee on the part of the buyer in respect of the said defect is not excluded by the terms of clause 7.1 or 7.2, the following will apply: We undertake, at our discretion, to replace or repair the defective proportion of the goods or to repay the purchase price against return of the goods, to the exclusion of any further claims whatsoever on the part of the buyer.
7.4 A period of one year, starting with the beginning of the legal limitation period, will be allowed for the notification of hidden defects.
7.5 The discovery of defects must be notified to us immediately or within ten days of receipt at the latest in the case of visible defects, or immediately on the discovery of hidden defects. In addition, the buyer has a duty to inspect the goods immediately for obvious transit damage and to determine the nature and extent thereof, and to inform us of the irregularity without delay. In every case, the notification of the defect or complaint must be made in writing. If the notification is not made in the correct manner or within the specified time limit, the goods will be considered to have been approved. Refer to § 377 HGB (German Commercial Code).
7.6 The guarantee period is 1 year, commencing with the delivery of the goods to the buyer or on the date on which they could have been delivered if the delivery had not been delayed for a reason falling within the responsibility of the buyer.
7.7 If the buyer sets us a reasonable period of grace and we allow it to elapse without replacing the goods or rectifying the defect, or if the repair fails, the buyer will have the right, at his discretion, to reduce our charge or to withdraw from the contract, but only subject to a definitive technical explanation. In such cases, claims for compensation by the buyer are excluded under the terms of Article 8.
7.8 We accept liability for replacements and repair work to the same extent as for the goods originally supplied but the original guarantee period will not start afresh but will end at the same time for the replacements and repair work.
7.9 At the time of sale, our products meet the legal requirements and conform to the scientific and technical state of the art. Any usage or installation which does not correspond to the manner intended by Knott results in exclusion of liability for any resulting damages.
7.10 Any repairs to the goods (even if only attempted) by a third party or the buyer or customer, which are carried out without our written approval, will invalidate any claim whatsoever under the guarantee. This does not apply if the buyer can prove that the defect in the goods is not attributable to the aforementioned activity.
7.11 Under the terms of Article 8, we exclude any claim for compensation by the buyer for goods or services provided by us.

8. Claims for compensation
Insofar as we exclude claims for compensation by the buyer, this does not relate to claims resulting from loss of life, physical injury or harm to the health as a consequence of a negligent breach of duty on our part or a malicious or negligent breach of duty by one of our legal representatives or vicarious agents, or to claims based on a grossly negligent breach of duty on our part or a malicious or grossly negligent breach of duty by one of our legal representatives or vicarious agents.

9. Period of limitation
Claims for compensation by the buyer will become barred by the statute of limitations after one year unless we have behaved fraudulently or the case is covered by Article 8.

10. Place of fulfilment
The place of fulfilment shall be Eggstätt or Regenstauf, whichever we choose.

11. Applicable law and place of jurisdiction
11.1 The law of the Federal Republic of Germany shall be applied exclusively to the legal relationship between the buyer or customer and ourselves, insofar as the place of delivery or place of performance is in Germany.
11.2 If the buyer or customer is engaged in commerce or is a corporate body or separate entity under public law, the legal venue shall be Rosenheim or Regensburg, whichever we choose.
11.3 With regard to commercial cross-border transactions, the United Nations Convention on Contracts for the International Sale of Goods will apply, subject to the proviso that the particular provisions laid down in our General Business Terms and Conditions shall take precedence, particularly with respect to delivery times, prices, payments, the transfer of risk, dispatch and transport, the retention of title, the guarantee, liability and complaints, other claims for compensation and the place of fulfilment.

12. Severability clause
If any of the foregoing provisions is legally invalid, either wholly or in part, the legal validity of the other provisions will remain unaffected thereby.
In this case the contractual partners are obligated to replace the ineffective provision with one which comes as close as possible to the same economic effect.

Knott GmbH, Bremsen - Achsen, D-83125 Eggstätt

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