General Terms and Conditions

All present and future deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. They shall apply even if they are not separately agreed again. Any terms and conditions of the buyer shall only become effective if we expressly declare in writing that we are prepared to execute the contract on these terms and conditions. In this case, our terms and conditions shall also apply if and insofar as they do not contradict the buyer's terms and conditions. We expressly point out that the points listed in the appendices do not apply exclusively, but in addition to those in the trade. The data arising in connection with the contractual relationship between the buyer and us shall be stored by us for the purpose of data processing, but shall not be passed on to third parties.

Trade

I. Offer and conclusion of contract

1. our offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. We reserve the right to correct obvious calculation and typing errors and errors recognizable by the buyer.

2. the contract concluded in writing, including these General Terms and Conditions, shall be solely authoritative for the legal relationship between the Buyer and us. Agreements made with our employees and assurances given by them shall be replaced by the written contract, unless it is expressly stated in them that they shall continue to be binding.

3. supplements and amendments require our written confirmation in order to be valid.

4 Our contractual relationships with foreign customers are subject to German law.

II Prices and terms of payment

1. our prices apply to the scope of delivery specified in the order confirmations and are quoted in EUR ex works, plus costs for transportation, packaging, cartage, customs duties as well as fees and other public charges. Additional or special services shall be invoiced separately.

2. our invoices for deliveries of goods, customer service work and repairs shall be payable without deduction in accordance with the order confirmation. If the Buyer is in arrears with payment, we may charge interest on arrears at the respective bank rates, but at least 5% above the prime rate. If the buyer is in arrears with the payment of older invoices or the acceptance of ordered items, we may withhold outstanding deliveries until the default has been remedied or deliver them against a surname or bank guarantee.

3. unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

4. the buyer may only offset against our claims if his counterclaim is undisputed or a legally binding title exists.

5. if there is a significant delay in the course of the project through no fault of the contractor, we reserve the right to invoice services rendered as partial services. The type and scope of the partial services to be invoiced shall be determined by us.

III Delivery

1. deliveries are ex works Aalen.

2. the delivery date shall always be determined by agreement and after complete technical clarification and subject to unforeseeable obstacles that lie outside our scope of performance. Compliance with the delivery time presupposes that the buyer has fulfilled all obligations incumbent on 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 time shall be extended accordingly.

3. we shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which we are not responsible. If such events make delivery or performance significantly more difficult or impossible for us and the hindrance is not only of a temporary nature, we are entitled to withdraw from the contract. In the event of hindrances of a temporary duration, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period.

4. if dispatch or acceptance of the delivery item is delayed for reasons for which the buyer is responsible, the buyer shall be charged for the costs incurred as a result of the delay, starting four weeks after notification of readiness for dispatch.

5. the buyer must check the delivery immediately for contents and completeness, as well as for transport damage. The buyer may only assert rights against us arising from the loss of goods in transit and from damage in transit if he has immediately ascertained this and has obtained a damage report from the carrier and sent it to us.

6. if we exceed an agreed delivery date, the buyer must set us a reasonable grace period. The delivery period shall commence on the day on which we have confirmed the order placed with us and shall be deemed to have been met if the consignment has left our works within the period.

IV. Place of fulfillment, shipping, packaging, transfer of risk, acceptance

1. the place of performance for all claims arising from the contract, including claims arising from bills of exchange, checks and similar documents, from damages and from withdrawal from and termination of the contract, shall be Aalen.

2. the mode of shipment and packaging are subject to our dutiful discretion. The Buyer shall be responsible for the disposal of used equipment and waste materials, including packaging material.

3. the risk shall pass to the buyer upon handover to the third party appointed to carry out the shipment. This shall also apply if partial deliveries are made or if we have assumed other services (e.g. commissioning). The risk shall also pass to the Buyer if delays caused by the Buyer occur, namely when readiness for dispatch has been established and notified.

V. Warranty

1. all wearing parts including ceramic elements and seals are excluded from the warranty. Also excluded are all defects, disadvantages and damage resulting from improper handling by the purchaser (e.g. improper storage on the premises, operating errors).

2. if a defect is due to our fault, the buyer can demand compensation under the conditions specified in point VII.

3. in the event of defects in components from other manufacturers which we cannot remedy for licensing or factual reasons, we shall, at our discretion, assert our warranty claims against the manufacturers and suppliers for the account of the buyer or assign them to the buyer. Warranty claims against us for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, e.g. due to insolvency.

4. any delivery of used items agreed with the buyer in individual cases shall be made to the exclusion of any warranty for material defects.

VI Industrial property rights

1. in accordance with this point VI, we guarantee that the delivery item is free from industrial property rights or copyrights of third parties.

2. in the event that the delivery item infringes an industrial property right or copyright of a third party, we shall, at our discretion, modify or replace the delivery item or procure the right of use for the buyer. Any claims for damages on the part of the buyer are subject to the limitations of point VII of these General Terms and Conditions.

VII Liability for damages due to fault

1. our liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, shall be limited in accordance with this Section VII, insofar as fault is involved in each case.

2. we shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are the obligation to deliver and install the delivery item on time, its freedom from defects of title and such material defects that impair its functionality or usability more than insignificantly, as well as obligations to provide advice, protection and care that are intended to enable the buyer to use the delivery item in accordance with the contract or to protect the life and limb of the buyer's personnel or to protect the buyer's property from considerable damage.

3. claims for damages under VII 2. are limited to damages which we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which we should have foreseen if we had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

4. the above exclusions and limitations of liability shall apply to the same extent in favor of our executive bodies, legal representatives, employees and other vicarious agents.

5 Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this is done free of charge and to the exclusion of any liability.

6. the limitations of this point VII do not apply to our liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

VIII Retention of title and assignment of security

1. the subject matter of the contract delivered by us shall remain our property until all liabilities of the buyer arising from the contractual relationship and the business relationship as a whole with us have been settled. If the Buyer processes, modifies or combines the subject matter of the contract, this shall always be done on our behalf. If the delivery item is modified in this way, we as the contractor shall acquire co-ownership of the new item. The processed, altered or combined item is deemed to be reserved goods.

2. the resale of the items delivered subject to retention of title is only permitted in the ordinary course of business. The buyer may neither pledge the items nor assign them as security before complete fulfillment of his obligations to us. As long as the retention of title exists, the buyer must notify us immediately by registered letter in the event of any intervention by creditors, in particular seizure of the equipment, and must bear the costs of measures to remedy the intervention, in particular intervention proceedings, if they cannot be collected from the other party. The same applies to other interventions by third parties.

3. the buyer assigns to us by way of security his claims from the resale of the items delivered by us in the amount shown in our invoice until complete fulfillment of his obligations towards us, in particular payment of the purchase price under this contract.

IX. Statute of limitations

1. all claims of the Buyer - on whatever legal grounds - shall become time-barred after 12 months; this shall also apply to the limitation period for recourse claims in the supply chain pursuant to Section 445b (1) BGB, provided that the last contract in this supply chain is not a purchase of consumer goods. The suspension of the limitation period under § 445b para. 2 BGB remains unaffected. The statutory time limits shall apply to claims for damages in accordance with Section VII. 2.

X. Use of software

1. if software is included in the scope of delivery, the buyer is granted a non-exclusive right to use the delivered software including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited. The purchaser may only reproduce, revise, translate or convert the software from the object code into the source code to the extent permitted by law (§§ 69 a ff. UrhG). The purchaser undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without our prior express consent. All other rights to the software and documentation, including copies, shall remain with the supplier or software supplier. The granting of sublicenses is not permitted.

XI Final provisions

1. if the Buyer is a merchant, a legal entity under public law or a special fund under public law or if he has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the Buyer and us shall be Aalen or the registered office of the Buyer, at our discretion. In such cases, however, Aalen shall be the exclusive place of jurisdiction for legal action against us. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

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

3. to the extent that the contract or the General Terms and Conditions contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions if they had been aware of these loopholes.

Plant engineering

I. Offer and conclusion of contract

1. we reserve the right to make technical changes due to legal regulations or technical improvements, as well as to replace components with equivalent parts that have no negative impact on functionality.

2. we reserve the right of ownership or copyright to all offers and cost estimates submitted by us as well as to the aids (drawings, illustrations, calculations, etc.) made available to the buyer through planning services transferred to us. They may not be reproduced or made accessible to third parties, in particular competitors, without our consent.

II Delivery

1. deliveries are ex works, production site Membraflow control systems GmbH.

2. if the buyer is in default of acceptance of the system for more than four weeks or refuses acceptance, we shall be entitled, after a grace period of 14 days, either to withdraw from the contract or to demand performance of the contract or compensation for non-performance after we have unsuccessfully set the buyer the grace period. In the event of compensation for damages, we may, without prejudice to the possibility of claiming and proving higher damages, demand 15% of the net sales price without proof. The buyer may provide evidence within the grace period of 14 days that we have incurred no or less damage.

III Place of fulfillment, shipping, packaging, transfer of risk, acceptance

1. the delivery item shall be deemed to have been accepted when

1.1 the delivery and, if we also owe the commissioning, the commissioning has been completed,

1.2. we have informed the client of this with reference to the fiction of acceptance in accordance with this Section IV and have requested acceptance,

1.3 twelve working days have passed since delivery or installation without complaint or the Buyer has started to use the delivery item (e.g. commissioning) and in this case six working days have passed since delivery or installation.

2. acceptance shall take place immediately after commissioning of the system and shall be confirmed by a protocol. Any defects identified during acceptance shall be rectified by the Contractor within a reasonable period of time. Acceptance cannot be refused by the Buyer if insignificant defects are found which do not fundamentally impair the operation of the system. If acceptance is delayed for reasons for which the Contractor is not responsible, all costs arising from any additional travel to and from the site shall be borne by the Customer. Acceptance shall then be deemed to have taken place on the originally agreed acceptance date.

IV. Warranty

1. we guarantee that the planning and execution of our systems are free of defects in accordance with the current state of the art and that the installation work is carried out in accordance with the rules of technology, as follows:

1.1 The warranty period for systems is 12 months.

1.2 The warranty for systems shall commence upon delivery or, if acceptance is required, upon acceptance, but also if the Contractor is only ready to deliver, but after 30 days at the latest.

1.3 We shall fulfill our warranty obligations by repairing or replacing defective system parts free of charge at the purchaser's discretion and by repairing defective customer service, repair or other work services free of charge. The purchaser is obliged to notify us immediately of any claims.

2. if the system is modified by the purchaser or a third party without our consent, which has a direct impact on the process in terms of sequence and safety, the warranty shall not apply.