STRASSHOFER GMBH

General Terms and Conditions

1. GENERAL

1.1 The following GTC apply exclusively to all our deliveries, services and offers. They are recognized by the client when the order is placed and apply in the respective valid version for the entire duration of the business relationship.

1.2 Any deviating terms and conditions of the client are hereby expressly rejected. They shall also be deemed not to have been accepted upon execution of the order. Other agreements, assurances, amendments and ancillary agreements shall only become effective if we agree to them in writing.

1.3 These GTC shall in any case take precedence over any terms and conditions of purchase of our customers.

2. OFFERS

2.1 All agreements made with our representatives require our written consent to be valid.

2.2 Our offers are free of charge and are based on the current catalog price list.

2.3 Unless otherwise stated, we shall be bound by the catalog prices contained in our offers for 30 days from their date.

3. ORDER CONFIRMATION

3.1 A contract - if expressly requested by the buyer - can be concluded by our written order confirmation. The content of this order confirmation is also the content of the contract.

3.2 Otherwise, an order confirmation will not be sent, so that the contract is concluded by acceptance of the contents of the delivery / receipt of the invoice if the buyer does not return the object of purchase immediately.

3.3 After the order confirmation has been sent, the order placed can only be changed or canceled after written notification.

4. CATALOG PRICES

4.1 All catalog prices are in € (EURO) plus the statutory VAT applicable at the time of delivery or performance.

4.2 The catalog prices, multipliers, discounts and conditions valid on the day of the buyer's order shall apply.

5. DISCOUNTS

For small orders under € 50,- (net, without shipping costs/freight) we cannot grant a discount due to the processing costs.

6. TERMS OF PAYMENT

6.1 An agreed discount deduction shall only apply to cash payment, cash on delivery and account transfer shall be subject to the punctual fulfilment of all obligations of the buyer, this shall also apply on condition that the customer has settled previous invoices.

6.2 Payment within 30 days of the invoice date strictly net.

6.3 Cheques and bills of exchange shall only be accepted on account of performance and on the basis of a special agreement. Bills of exchange or cheques shall be credited subject to receipt of the value date on which the seller can finally dispose freely of the equivalent value. All resulting costs and expenses shall be borne by the Buyer.

6.4 In the event of late payment, we reserve the right to charge statutory default interest at a rate of 8 % above the applicable base rate. Only payments made to the respective paying agent specified in the invoice will be recognised. In the case of bank transfers, payment shall only be deemed to have been made when the amount has been irrevocably credited to our account.

6.5 Exceeding the payment deadline or the occurrence of insufficient creditworthiness on the part of the customer as well as other important reasons shall entitle us to withdraw from the contract without this giving rise to a claim for fulfilment or damages against us.

7. RESERVATION OF OWNERSHIP AND SECURITY INTEREST

7.1 The delivered goods shall remain our property until complete fulfilment of all claims arising from the business relationship with the customer, including the expiry of all liabilities from bills of exchange which have been established in connection with the business relationship.

7.2 This shall also apply in the case of processing and treatment of the goods. The handling and processing of the reserved goods by the customer shall be carried out on our behalf without any obligations arising for us. In the case of processing and treatment as well as combining and mixing with other goods not belonging to the customer, we shall acquire co-ownership of the new item in the ratio of the invoice value of our goods to the value of the other goods at the time of processing and treatment, combining or mixing. The client shall store the new item for us free of charge.

7.3 The customer may only pledge the reserved goods or assign them as security with our express consent and may only sell them in the ordinary course of business, passing on the reservation of title. The customer hereby assigns to us in advance, until all our claims from deliveries and other services have been settled in full, the full amount of the claims to which he is entitled from the sale of the goods subject to retention of title, including ancillary rights.

7.4 The client remains entitled to collect these claims as long as he fulfils his obligations towards us and we have not objected to the collection by the client. Collected amounts shall be transferred to us insofar as claims from the business relationship between the client and us are due.

7.5 We are obliged to release securities to which we are entitled at the request of the customer to the extent that they exceed our claims to be secured by more than 25 %.

7.6 In the event of imminent suspension of payments, insolvency or negative information indicating a significant deterioration in the client's financial situation, we shall be entitled to take possession of the reserved goods. The client hereby irrevocably and unconditionally consents to the surrender. The same applies if foreclosures, bill or cheque protests occur against the client.

7.7 In the event of impairment of our property rights by third parties, in particular in the event of seizure or attachment of the goods, the customer shall notify us immediately by sending us the documents available to him (e.g. seizure records) and inform the third party of our property rights. The customer is obliged to bear the costs incurred by us as a result of impairment of our property rights and necessary defence measures.

7.8 The client is obliged, or we are entitled, to notify the client's debtors of the assignment of claims if the client does not fulfil its obligations to us in accordance with the contract.

8. SHIPPING AND PACKAGING

8.1 If no other agreements have been made, delivery shall be at the buyer's expense.

8.2 Our prices include cardboard packaging.

8.3 Partial deliveries are permitted.

8.4 The risk shall pass to the Buyer at the latest when the goods are handed over to a forwarding agent or duly selected shipper, even if partial deliveries are made. If dispatch is delayed as a result of circumstances for which the Buyer is responsible, the risk shall pass to the Buyer from the day on which the goods are ready for dispatch.

8.5 We undertake to insure the goods from the date of readiness for dispatch on request and at the buyer's expense, subject to written agreement.

8.6 We charge a flat rate of € 0,- for drop shipments.

9. DATE OF DELIVERY

9.1 The delivery period shall commence on the day of clarification of all details and agreement on all conditions of the order. It shall be calculated in such a way that it can be adhered to with unhindered production.

9.2 Shortages of raw materials, power cuts, strikes or operational disruptions caused by force majeure, both in our own plant and in external plants on which production depends, shall release us from compliance with certain agreed delivery deadlines and entitle us to cancel the order in whole or in part.

10. GUARANTEE

10.1 If complaints are notified in good time, the client shall have the following warranty rights.

10.2 All products are carefully checked before despatch. We shall be liable for defects in our products which are attributable to faulty design, materials or faulty processing for a period of 2 years after delivery by means of subsequent fulfilment or replacement delivery. Justified defects which only become apparent after installation of our products will be rectified by us within a reasonable period of time after prior inspection.

10.3 After consultation with us, the Buyer shall give us the necessary time and opportunity to carry out all subsequent fulfilment and replacement deliveries that we deem necessary at our reasonable discretion. Only in urgent cases where safety is jeopardised and to prevent disproportionately large damage, in which case we must be informed immediately, or if we are in default with the rectification of the defects - after the buyer has set a deadline - shall the buyer have the right to rectify the defect himself or have it rectified by a third party and to demand reimbursement of the necessary costs from us. We shall acquire ownership of parts that are removed for the purpose of replacement.

10.4 The warranty period for the replacement part and the subsequent fulfilment shall be 1 year, but shall run at least until the expiry of the original warranty period for the delivery item.

10.5 We shall not be liable for any further claims by the purchaser, in particular claims for compensation for damage that has not occurred to the delivery item itself, to the extent permitted by law, natural wear and tear, improper installation or environmental influences. This applies to damage to life, limb or health.

10.6 Changes to the design do not affect the contractual relationship.

11. NOTICE OF DEFECTS

11.1 The customer undertakes to properly check the flawless quality of our delivery upon receipt of the goods.

11.2 Notices of defects shall be recognised after receipt of our delivery if they are made immediately after receipt. The claim must be received in writing. Damage and loss must be reported immediately to the goods clearance department or the transport company in writing, stating the facts of the case.

12. RIGHT OF WITHDRAWAL AND OTHER LIABILITIES

12.1 The buyer has the right to withdraw from the contract if we allow a reasonable period of grace granted to us for the repair or replacement of a defect for which we are responsible within the meaning of the terms of delivery to expire fruitlessly through our fault. The buyer's right of cancellation shall also exist in the event of impossibility or inability of subsequent improvement or replacement delivery by us.

12.2 Liability is limited to wilful intent or gross negligence on our part. This does not apply to damage to life, limb or health. We shall not be liable for indirect damage that has no material connection to the object of purchase, except in cases of intent or gross negligence.

13. REDEMPTION

13.1 Properly delivered goods will only be accepted after prior written consent and free delivery to our registered office in undamaged condition.

13.2 In the case of customised products, ordered goods cannot be taken back.

13.3 For credit notes for returned goods, we deduct a 25% restocking and processing fee (for pre-assembled components an additional 15 % for disassembly) and, if delivered carriage paid, the costs for outward freight.

14. MODEL CHANGES

14.1 All illustrations in our catalogues, brochures, advertisements etc. do not represent guaranteed properties. This also applies to dimensions and weight specifications in offers, brochures etc.

14.2 We are entitled to make design and format changes as well as tolerances, which merely represent an improvement, to the subject matter of the contract during the delivery period without prior notice, provided that these do not involve a change that is unreasonable for the customer.

14.3 We reserve the right to deliver up to 5 % more or less of the ordered quantity for customised products made according to samples, models or drawings.

15. ILLUSTRATIONS AND SAMPLES

Diagrams, illustrations and samples as well as other documents which are not part of the object of purchase shall remain our property. They may only be made accessible to third parties with our consent and must be returned to us on request.

16. PARTIAL NULLITY

Should individual provisions be invalid or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Void or ineffective provisions shall be replaced by such effective provisions that correspond as far as possible to the intended economic purpose.

17. PLACE OF FULFILLMENT, JURISDICTION AND APPLICABLE LAW

The place of fulfilment for deliveries and payments of all kinds is Reichenbach. The law of the Federal Republic of Germany shall apply. The application of the uniform laws on the international purchase of movable goods and on the conclusion of international sales contracts (e.g. UN sales law) for movable goods is excluded.

18. ONLINE DISPUTE RESOLUTION FOR CONSUMER COMPLAINTS ODR REGULATION NO. 524/2013

The European Commission provides a platform for online dispute resolution (OS). You can find the platform at: http://ec.europa.eu/consumers/odr/

The place of jurisdiction in dealings with merchants is Reichenbach. However, we are authorised to sue the client at any other legal place of jurisdiction.