General Terms and Conditions of Sale and Delivery of airinotec GmbH

I. General

1. The following General Terms and Conditions ("Terms") shall apply to the business relationship between airinotec GmbH (Kulmbacher Str 127, 95445 Bayreuth, Germany, registered in the Commercial Register of the local court of Bayreuth under HRB 4529) ("Supplier" or "we") and the Customer ("Customer"). These Terms shall only apply vis-à-vis entrepreneurs as well as legal persons under public law or special funds under public law within the meaning of Section 310 para. 1 BGB.

2. All deliveries, services and offers of the Supplier are subject to these Terms as well as any separate contractual agreements. The Terms shall form an integral part of all contracts concluded by the Supplier with its Customers. Unless otherwise agreed, the Terms in the version valid at the time of the Customer's order or in the version amended in accordance with clause I.3 shall also be deemed to be a framework agreement for similar future deliveries, services or offers to the Customer without the need to refer to the Terms again in each individual case.

3. The Supplier is entitled to amend or supplement these Terms at any time. The Customer shall have the right to object to any such amendment or supplement. If the Customer does not object within 6 weeks after receipt of a respective notice of amendment, the amendments and supplements shall become effective. The Supplier shall inform the Customer of this right of objection when sending the notice of amendment.

4. Deviating, conflicting or supplementary general terms and conditions of the Customer or third parties shall only become part of the contract if and to the extent that the Supplier has expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if we perform the service to the Customer without reservation in the knowledge of the Customer's general terms and conditions. 

5. The Supplier reserves the property rights and copyrights to all offers and cost estimates submitted by him as well as to all illustrations, calculations, brochures, catalogues, models, tools, samples, drawings and similar information, documents and resources of a physical and non-physical nature - including electronic form - made available to the Customer. They may not be made accessible to third parties neither as such nor in respect of their content, nor may they be disclosed, used or reproduced by the Customer itself or by third parties. At the Supplier's request, the Customer shall return these items in full to the Supplier and destroy any copies made if they are no longer required by the Customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

6. If the goods are to be manufactured or otherwise processed or treated by the Supplier and the Customer has submitted a specification for that purpose, the Customer shall indemnify the Supplier against any loss, damage, costs or other expenses incurred by the Supplier which the Supplier has to pay or is prepared to pay because the processing of the good in accordance with the contract has turned out to infringe any patent, copyright, trade mark or other proprietary right of any third party due to the Customer's specification.

7. The Supplier reserves the right to change the description of the goods with regard to the specification insofar as legal requirements are to be taken into account, as long as no deterioration of the order with regard to quality and usability occurs as a result of this change. We also expressly reserve the right to make changes that serve the technical improvement of the products. Minor changes, in particular in the case of rectification or replacement delivery (e.g. deviances in tolerances, color and quality) are permissible. 

8. These Terms shall apply to all principal or ancillary services of the Supplier, in particular to the delivery, assembly and commissioning of machinery and equipment, the delivery, assembly and commissioning of spare parts as well as maintenance and repair services. 

 
II Offer and Conclusion of Contract

1. All offers of the Supplier are non-binding and subject to change, unless they are expressly marked as binding or contain a specific acceptance period. This also includes cost estimates for repairs. The Supplier can accept orders or commissions within fourteen days of receipt. 

2. In the absence of a specific agreement, a contract shall be concluded with the order confirmation in writing of the Supplier. Verbal commitments made by the Supplier prior to the conclusion of this contract are not legally binding and oral agreements between the contracting parties shall be replaced by the written contract unless it is expressly stated that they shall continue to be binding. 

3. Information provided by the Supplier concerning the supply or service item (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as the corresponding representations (e.g. drawings and illustrations) are deemed to be approximations, unless the suitability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but merely descriptions or specifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.

III Price and Payment 

1. The prices apply to the scope of services and deliveries stated in the order confirmations. Any additional or special services (additional services) will be charged separately. 

2. The price shall be the price stated by the Supplier or, where this has not been specified, the price set out in the Supplier's current price lists as applicable at the time of the order. 

3. If the contractually agreed delivery period is more than four months, the Supplier reserves the right, unless a fixed price agreement has been made, to increase the price of the goods, after timely notification of the Customer and before delivery of the goods, in the manner and to the extent necessary due to general price developments beyond the Supplier's control (such as exchange rate fluctuations, currency regulations, changes in customs duties, significant increases in material or manufacturing costs) or due to changes in suppliers, provided the increase is acceptable for the Customer, taking into account the interests of the Supplier. 

4. Unless otherwise stated in the offer or the sales price lists or unless otherwise agreed in writing between the Supplier and the Customer, all prices stated by the Supplier are in Euro and on an ex works basis. Insofar as the Supplier is prepared to deliver the goods to other locations, the Customer shall additionally bear the costs of transport, packaging and insurance as well as, in the case of export deliveries, customs duties and fees and other public charges. The prices are exclusive of value added tax, which the Customer must additionally pay to the Supplier. 

5. In the absence of a special agreement, payment for the delivery and assembly of machines and units is to be made as follows: 30 % down payment after receipt of the order confirmation, 30 % after delivery, 30 % after assembly and 10 % after acceptance (“Abnahme”). In the absence of a special agreement, the purchase price for spare parts is to be paid after delivery, and the remuneration for maintenance work is to be paid after the service has been rendered. A corresponding invoice will be issued by the Supplier in each case.

6. Invoice amounts are to be paid to the Supplier's bank account within fourteen days without any deductions, unless otherwise agreed in writing. Receipt of the money by the Supplier, usually with the crediting of the account, is decisive for timely payment. Cheques shall only be deemed to be payment after they have been cashed. Upon expiry of the aforementioned payment period, the Customer shall be in default. During the period of default, the purchase price shall bear interest at a rate of nine (9) percentage points above the base rate per annum; the right to claim higher interest and further damages in the event of default shall remain unaffected. 

7. The Customer shall only be entitled to withhold payments or to offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established. In case of defects of the delivery, the rights of the Customer remain unaffected. 

8. All claims arising from the entire business relationship shall become due immediately if the Customer defaults on a payment in whole or in part. 

9. If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardized by the Customer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions, to perform outstanding services only against advance payment or provision of security and - if necessary after setting a deadline - to revoke the contract (Section 321 BGB). In the case of contracts for the manufacturing of non-fungible items (custom-made products), we may revoke the contract immediately; the statutory regulations on the dispensability of setting a deadline remain unaffected. 

10. In export business, it may be agreed between the contracting parties that the Customer shall open a documentary letter of credit through his bank (or a [different] bank acceptable to the Supplier). In this individual case, it is stipulated that the letter of credit shall be opened in accordance with the ICC Uniform Customs and Practice for Documentary Credits, ICC Publication 600 (ERA 600), revision version 2006.

 
IV. Delivery Time, Delay in Delivery 

1. The delivery time results from the agreements of the contracting parties. Compliance with the delivery time by the Supplier requires that all commercial and technical questions between the contracting parties have been clarified and that the Customer has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or approvals or the payment of a deposit. If this is not the case, the delivery period shall be extended accordingly. This shall not apply if the Supplier is responsible for the delay. 

2. Compliance with the delivery period is subject to correct and timely delivery to us. The Supplier shall inform the Customer as soon as possible of any delays that become apparent. 

3. The delivery period shall be deemed to have been complied with if the delivery item has left the Supplier's works or notification of readiness for dispatch has been given by the time the delivery period expires. Insofar as acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - alternatively the notification of readiness for acceptance.

4. In the event of an agreed delivery period or delivery date having been assured by the Supplier, the Customer shall grant the Supplier a reasonable period of grace in writing if the Supplier is in default. If this period expires without result, the Customer may revoke the contract in respect of the goods which have not been notified as ready for dispatch by the expiry of the period of grace. The Customer may only revoke the entire contract if the partial services rendered are of no interest to him. In addition, the Customer is entitled to claim compensation for delay, provided that he can prove that he has suffered damage as a result of the delay. Such compensation shall amount to ½ per cent (of the value of that part of the total delivery which cannot be used in time or in accordance with the contract as a result of the delay) for each full week of delay, but in total not more than 5 per cent. We reserve the right to claim and prove lower delay costs. 

5. The Customer may not reject partial deliveries unless the acceptance of partial deliveries is unreasonable for him. This is the case if 
   - the partial delivery is not usable for the Customer within the scope of the contractually intended purpose,
   - the delivery of the remaining ordered goods is not ensured, or 
   - the Customer incurs substantial additional expenditure or costs as a result (unless the Supplier agrees to bear such costs). 

6. Events of force majeure shall entitle the Supplier to postpone delivery for the duration of the hindrance and a reasonable start-up period. Force majeure shall be deemed to include strikes, lock-outs, mobilization, war, blockades, export and import bans, shortages of raw materials and fuel, fire, traffic blockages, disruptions of operations or transport, pandemics (e.g. the Corona pandemic) and other circumstances for which the Supplier is not responsible, irrespective of whether they occurred at the Supplier's, the Supplier's sub-supplier's or one of its sub-suppliers' premises. If such events make it considerably more difficult or impossible for the Supplier to deliver or perform and if the hindrance is not only of a temporary nature, the Supplier shall be entitled to revoke the contract in whole or in part regarding the part of the contract not yet fulfilled. The Customer may request the Supplier to declare whether it will revoke the contract or deliver within a reasonable period of time. If the Supplier does not make such a declaration, the Customer may revoke the contract. 

 
V. Passing of Risk, Acceptance 

1. The risk shall pass to the Customer when the delivery item has left the factory, even if partial deliveries are made or the Supplier has assumed other services, e.g. the shipping costs or delivery and installation. Insofar as acceptance is to take place, this shall be decisive for the passing of risk. Acceptance must be carried out immediately on the acceptance date, alternatively after the Supplier has notified the Customer that the goods are ready for acceptance and that any contractually agreed testing of the goods has taken place. The Customer may not refuse acceptance in the event of a non-essential defect. 

2. Insofar as acceptance is to take place, the delivery item shall also be deemed to have been accepted when 
   - the delivery and, if the Supplier also owes the installation, the installation has been completed, 
   - the Supplier has notified the Customer thereof with reference to the deemed acceptance pursuant to this Clause V. 2 and has requested the Customer to accept the delivery item, 
   - ten (10) business days have elapsed since delivery or installation or the Customer has started to use the delivery item and in this case five (5) business days have elapsed since delivery or installation, and
   - the Customer has failed to accept the delivery item within this period for a reason other than a defect notified to the Supplier which makes the use of the delivery item impossible or substantially impairs it. 

3. If dispatch or acceptance of the delivery item are delayed for reasons for which the Customer is responsible, the risk shall pass to the Customer from the date of notification of readiness for dispatch or acceptance. In addition, the costs incurred by the delay shall be charged to him. In the event of storage by the Supplier, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per full week. In the case of storage by third parties, the actual storage costs incurred shall be charged. The Customer reserves the right to prove that lower costs were incurred. The Supplier reserves the right to claim higher costs and/or further damages. 

 
VI Retention of Title 

1. The delivered goods shall remain the property of the Supplier until full payment of all claims against the Customer arising from the business relationship, irrespective of the legal grounds. This shall also apply in particular if payments are made for specially designated claims. The goods as well as the goods covered by the reservation of title taking their place according to clause VI.5 are hereinafter referred to as Reserved Goods. 

2. The Customer shall store the Reserved Goods free of charge for the Supplier. As long as ownership has not yet passed to the Customer, the Customer shall be obliged to treat the Reserved Goods with care. If maintenance and inspection work has to be carried out, the Customer shall carry this out in good time at its own expense. 

3. The Customer is entitled to resell, process and handle the Reserved Goods in the normal course of business under his normal terms and conditions as long as he is not in default. Pledging or transfer of ownership by way of security is not permitted. The Customer may only resell the Reserved Goods subject to the proviso that the claim arising from the resale is transferred to the Supplier to the extent determined in the following provisions. The Customer shall not be entitled to any other disposition regarding the Reserved Goods. By way of security, the Customer hereby assigns in advance and to the full extent any and all claims arising from the resale of the goods, including, if applicable, any altered, mixed or blended goods (see VI. 5); the assignment is accepted. If the realizable value of the assigned claims exceeds our claims against the Customer by more than 10%, we shall release securities of our choice at the request of the Customer. 

4. The Customer shall be entitled to collect the claims assigned to the Supplier until revocation or as long as it is not in default vis-à-vis the Supplier. The Supplier shall be entitled to revoke the authorization for good cause, in particular if the Customer is in default vis-à-vis the Supplier. In such a case, the Supplier shall be entitled to revoke the authorization to sell the Reserved Goods and to collect the claims assigned to him. Furthermore, in such a case the Supplier shall be entitled to demand the return of the Reserved Goods, without the Customer being entitled to a right of retention against this claim for return and without the Supplier thereby revoking the contract, unless he has declared the revocation to the Customer in writing. In addition, the Supplier may inform the third-party debtor of the assignment; for this purpose, the Customer shall provide the Supplier