General Terms and Conditions of INVATIO GmbH

1. 1. Offer and conclusion

      These terms and conditions apply to all deliveries and services, including future deliveries and services.

      Terms and conditions of the client are only effective if we recognize them in writing for the respective contract conclusion.

      Our offers are subject to change. All agreements shall only become effective upon our written confirmation. Orders not expressly scheduled by the buyer are binding for three weeks. The buyer can only rely on verbal or written amendments/additions to legal declarations, in particular to this clause, if they have been expressly agreed and confirmed in writing by INVATO GmbH.

      The information, drawings, illustrations, technical data, weight, dimension and performance descriptions contained in brochures, catalogs, circulars, advertisements, price lists or in the documents belonging to the offer are non-binding unless we expressly designate them as binding in the order confirmation.

      We reserve the right to make changes to the delivery or service insofar as these are reasonable for the client.

1. 1. Prices

      Our prices are ex works plus packaging, freight and VAT, unless otherwise agreed. The prices are determined according to the conditions of the price lists valid on the day of delivery, unless we have expressly promised a fixed price.

1. 1. Time of delivery and performance

      Delivery periods shall commence on the date of our order confirmation, but not before all details of execution have been clarified, and shall be understood to be from the place of delivery. In the case of sales ex works, the delivery deadlines and dates shall also be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own. The delivery periods shall be extended by the period by which the client is in default with its obligations to us arising from these or other contracts. This applies accordingly to delivery dates.

      Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up period. If the execution of the contract becomes unreasonable for one of the parties, it may withdraw from the contract. Force majeure shall include all circumstances that make delivery significantly more difficult or impossible for us, such as currency and trade policy or other sovereign measures, strikes, lockouts, operational disruptions (e.g. fire, machine breakdown, lack of raw materials and energy) and obstruction of transport routes, regardless of whether these circumstances occur at our premises, at the supplying plant or at a subcontractor.

      If we are in default, the client must set us a reasonable grace period in writing.

1. 1. Dispatch, transfer of risk Partial delivery

      Packaging, shipping route and means of transportation are at our discretion unless otherwise agreed.

      Goods reported ready for dispatch must be called off immediately. Otherwise, we are entitled to ship them at our discretion or to store them at the expense and risk of the customer and to invoice them immediately.

      The risk shall pass to the customer when the material is handed over to a forwarding agent or carrier, at the latest when it leaves our warehouse, even in the case of delivery free to destination.

      If the buyer is in default of acceptance, we may, without prejudice to other rights, charge storage fees of ½ of one hundred percent of the invoice amount per month or part thereof from the second week.

1. 1. Terms of payment

      Invoices shall be issued upon delivery of the goods, unless advance payment has been agreed. The specified terms of payment apply. Payments are credited against the oldest debt. The date of receipt of payment by us is decisive. The customer shall be in default without a reminder if he does not pay as agreed.

      The client shall not be entitled to a right of retention. If he is not a merchant, he shall be entitled to a right of retention insofar as it is based on the same contractual relationship. Offsetting against counterclaims is only permissible insofar as these are recognized by us as existing and due or have been legally established.

      In the event of late payment, the client shall be liable to pay interest on arrears from the due date in accordance with the following provisions. BGB; the right to claim further damages remains reserved.

      If the customer does not meet his payment obligations or if we become aware of circumstances which, according to our best commercial judgment, are likely to call his creditworthiness into question, all our claims, including those for which we have accepted bills of exchange, shall become due immediately. In this case, we are only obliged to make further deliveries if the client offers advance payment.

      Agreed discounts may only be deducted if all payment obligations from previous transactions have been fulfilled. If the buyer is in arrears with any payments to INVATIO or if doubts arise as to the buyer’s willingness or ability to pay, the agreed delivery may be carried out cash on delivery.

      The buyer undertakes and assures to inform us immediately if his financial situation could jeopardize the proper fulfilment of his existing or future obligations to us. This obligation shall continue until all outstanding invoices from the supply relationship have been settled in full, in particular in the case of follow-up contracts.

1. 1. Retention of title

      All delivered goods shall remain our property (reserved goods) until all claims have been fulfilled, even if payments are made for specially designated claims. In the case of current accounts, the reserved title shall serve as security for our balance claim. If the goods are seized by a third party, the buyer is obliged to inform the enforcement officer of our retention of title and to notify us of the seizure by registered letter. Any costs of collection and intervention shall be borne by the buyer.

      In the event of processing with other goods not belonging to us by the customer, we shall be entitled to co-ownership of the manufactured item in the ratio of the invoice value of our processed reserved goods to the sum of the invoice values of all other goods used in the manufacture. If our goods are mixed or combined with other items, it is hereby agreed that the client’s ownership of the mixed stock or the uniform item shall be transferred to us to the extent of the invoice value of our reserved goods and that the client shall store these goods for us free of charge. The items resulting from processing or from combining or mixing are reserved goods within the meaning of these terms and conditions.

      The client may only sell or process the goods subject to retention of title in the ordinary course of business under his normal terms and conditions and as long as he is not in default. He shall only be authorized to resell the goods if the claim arising from the resale, together with ancillary rights, is transferred to us to the extent specified in the following paragraphs. He is not authorized to make any other dispositions.

      The customer’s claims arising from the resale of the reserved goods together with all ancillary rights are hereby assigned to us in full, regardless of whether they are sold to one or more customers. If the reserved goods are sold by the customer together with other goods not belonging to us, the claim shall only be assigned to the amount of our invoice. If the reserved goods are sold after combination or mixing or processing with other goods not belonging to us, the assignment shall only be made to the amount of our co-ownership share in the sold item or the sold stock. The client is entitled to collect the claims assigned to us until revoked or as long as he is not in default with us.

      If our claims in accordance with. V. 4 due or if the client breaches any other obligations incumbent upon him, we shall be entitled to

      1. to revoke the authorization to sell or process or install the reserved goods and to collect the claims assigned to us.
      2. to demand the return of the reserved goods without the client having a right of retention against this claim for return and without us withdrawing from the contract as a result.
      3. to inform the third-party debtors of the assignment.

      The client undertakes to provide the information required to assert our rights and to hand over the documents required for this purpose.

1. 1. Notice of defects and warranty

      We shall be liable as follows for defects in the goods, including the absence of warranted characteristics:

      Notices of defects must be received by us in writing immediately after receipt of the goods. If defects occur, processing must be stopped immediately.

      If the customer does not immediately give us the opportunity to convince ourselves of the defect, in particular if he does not immediately make the rejected goods or samples thereof available upon request, all claims for defects shall lapse.

      In the event of justified, immediate notification of defects, we shall take back defective goods and deliver flawless goods in their place; instead, we shall be entitled to replace or repair the reduced value, taking into account the interests of the customer.

      If we do not fulfill our obligation to provide a replacement delivery or rectification or do not do so in accordance with the contract, the client may withdraw from the contract or demand a reduction in payment.

      Claims for damages are excluded, unless warranted characteristics are missing, if the client should be protected by the warranty against damage of the type that has occurred.

      Claims for defects shall lapse in accordance with the statutory periods. The period begins with the transfer of risk.

      In the case of goods that have been sold as declassified material, the buyer shall not be entitled to any claims for defects.

1. 1. Liability and statute of limitations

      Our liability is governed exclusively by these terms and conditions. All claims not expressly conceded herein – including claims for damages on whatever legal grounds – are excluded to the extent permitted by law, unless they are based on a grossly negligent breach of contract by us.

      All claims against us shall become time-barred after one year at the latest, unless longer limitation periods are provided for by law or agreed in these terms and conditions.

1. 1. Place of jurisdiction and applicable law

      The place of jurisdiction is the registered office of our company. We are also entitled to sue the client at its registered office. If the client is not a registered trader, the statutory regulation shall apply. The law applicable in the Federal Republic of Germany is agreed.

1. Final provisions

   The contracting parties shall ensure that telephone or verbal agreements are generally confirmed in writing.