Terms of Sale and Delivery

I. Validity

1. All deliveries – also any future ones – will be subject exclusively
to these Terms and Conditions.
2. Deviating and additional terms of the Buyer shall not be
binding on us even if not expressly rejected by us.
3. Deviating and additional terms, alterations and supplementary
agreements must be confirmed by us in writing; these shall only
be binding for the respective individual contract.

II. Terms of contract

1. All our offers are without engagement.
2. The Buyer shall be bound to its purchase order two weeks
after receipt at Seller.
3. The Contract shall only become valid on being confirmed by us
in writing by mail or telefax. Orders placed verbally as well as
agreements, order amendments and revisions must be confirmed
by us in writing to be legally applicable. The receipt of a delivery
note or an invoice as well as the performance of delivery shall be
deemed as confirmation
4. Any documents accompanying our offers – such as sketches,
drafts, samples etc. – are only approximate and shall not be
considered binding unless expressly declared by us in writing.
These documents remain our property and we reserve all copyrights;
they may not be made available to third parties.
5. Indications of weights are only non-binding averages,
they are always approximate.

III. Prices

1. If it has been agreed upon list prices, the price lists valid on
the delivery day apply.
2. Our prices are calculated according to material prices, standard
wages and benefits as well as freight costs valid on the day of contract
conclusion. Should one of these pricing factors increase until the
execution of the Contract, we are entitled to adjust the price accordingly.
3. Our prices are quoted net ex works. They do not include legal VAT
unless this is specifically stated. Neither additional charges such as
packing, transportation and insurance costs as well as possible
installation and assembly costs nor fees for special inspection
tests and certificates are included in the prices.

IV. Terms of payment

1. Payment shall be made in full without any deduction and in Euro
within 30 days from date of invoice. For orders amounting to more
than Euro 100.000,- the following terms of payment apply: one-third
on receipt of our order acknowledgement, one-third on readiness
for dispatch and one-third within 30 days from date of invoice.
2. Debt compensatory effects only have payments to our well-known bank accounts.
3. We reserve the right to execute delivery C.O.D.
4. We reserve the right to accept drafts and cheques; the acceptance
is only on account of payment charging all costs and fees as well as
without engagement for presentation and protesting in due time.
5. Should the Buyer be in default of payment, we will be entitled –
subject to assertion of further claims – to charge interest at 3% above
the base lending rate.
6. In case the Buyer defaults on his payments arising from any existing
contract for more than 14 days, suspends payments or if there is any
considerable deterioration of the financial circumstances of the Buyer,
our claims arising from all existing contracts with the Buyer will
fall due for immediate payment. Any granted respites or other
extensions of payment – also those by acceptance of a draft – will stop.
We reserve the right to forbid the resale or the processing of goods
that are still our property; on our demand the goods have to be returned
immediately. For goods not yet dispatched we will be entitled to require
advance payment or security.

V. Delivery, delivery period

1. Delivery dates and delivery periods that have been stated without
engagement shall only be approximate. When a delivery date has been
exceeded by 2 weeks, the Buyer may request us in writing to deliver
within a reasonable period. The period for delivery shall commence
on the date of our order acknowledgement, though not before
receipt by us of any documents, complete technical specification,
approvals, clearances, supply of material to be provided by the Buyer
or of any other important condition for the performance of the Contract
or of any agreed down-payment; the same applies for the change of
delivery dates.
2. Our duty to deliver shall be suspended for as long as the customer
in arrears with fulfilment of his contractual obligations.
3. In the event of force majeure or unforeseeable circumstances,
including but not limited to difficulties in the procurement of materials,
breakdowns or interruptions in the production process, interruptions
of delivery – also if they occur at sub-suppliers – we shall be released
from our performance obligation for the duration of such disruptions
as well as an appropriate lead time and to the extent of their impact.
This shall also apply even if the difficulties occur during an already
existing delay.

VI. Passing of risk, dispatch

1. The risk shall pass to the Buyer at the latest on dispatch of the goods
from our works. If shipping is delayed for reasons beyond our control,
the risk shall pass to the Buyer on notification that the goods are ready
for shipment.
2. All deliveries, also any return deliveries, shall take place at the risk
of the Buyer. In the absence of any Buyer’s instructions, the mode of
dispatch, the dispatch type sequence and the packaging shall be
chosen in our discretion according to the standard at Buyer’s cost. The
consignment will only be insured at Buyer’s disposition and expenses.
3. The Buyer shall accept delivery of the goods, even with defects, but
without any prejudice to his warranty rights acc. art. IX.

VII. Retention of title

1. We reserve title to goods delivered by us until payment in full of
all our claims which result from our business relationship with the
including all subsidiary claims and until such time as any bills of
exchange or cheques provided to us have been honoured. In case
of a current account the reserved goods shall serve as security for
any outstanding balance claim.
2. All further processing or manufacture of or with the reserved goods
by the Buyer shall be done on our behalf without any charge for us
and without any obligations being thereby incurred by us. In the
event of the reserved goods being used for manufacture or in
combination with other goods, we shall acquire co-title to the new
item in the same proportion as the value of the reserved goods
to the value of the other goods involved at the time of manufacture
or combination. The items to which we have co-title constitute
reserved goods within the meaning of the provisions in art. 1.
Where as a result of combination the Buyer acquires sole title,
he already herewith assigns co-title to us in the same proportion
as the value of the reserved goods to the value of the other goods
involved at the time of combination. In the aforesaid cases the
Buyer shall keep the item to which we have title or co-title, which
shall likewise constitute a reserved good within the meaning of
the provisions in art. 1, on our behalf free of charge.
3. The Buyer already herewith assigns to us in the amount of the
value of the reserved goods together with all collateral rights all
claims accruing to him from resale of the reserved goods. The
same shall also apply accordingly if the reserved goods are
incorporated as a major component into the real property of a third
party. Where we have co-title to the reserved goods, claims are
hereby assigned to us in an amount equivalent to our share in
the total value. This advance assignment shall also include any
claims to balances on current account.
4. The Buyer is not permitted to pledge or to assign the reserved
goods as security. In case of any pledge as well as seizure or other
the Buyer has to inform us without undue delay.
5. In the case of any delay in payment or impending suspension of
payments, enforcement by write or protest of a bill of exchange
against the Buyer or failure by the Buyer to fulfil his obligations
towards us, we shall have the right to take possession of the
reserved goods and the Buyer shall have a duty to release them
to us. Assertion of our reservation of title and seizure of the delivery
item by us shall not be deemed rescission of the contract.
All costs of recovery and realization shall be borne by the Buyer.
On our request, the Buyer shall provide us without delay with a
list of all claims assigned to us in accordance with the foregoing
art. 3.
6. We undertake, on request of the Buyer, to release any securities
provided to us to the extent that the value of the securities exceeds
the value oft he secured claims by more than 20%, whereby the
choice of released securities shall be ours.

VIII. Testing methods/Final inspection

1. 100% of the purchased products are to be tested acc. to
DIN 3230 T3 in our works. The manner and the extent of any further
tests as well as the issue of test certificates resp. material
certificates have to be clarified in detail on conclusion of the
contract at the latest.
2. Test certificates acc. to EN 10204-2 are to be issued without
any charge. Test certificates acc. to EN 10204-3.1 will be charged
separately. Any inspection tests requested by the Buyer are to be
effected in our works immediately on notification that the goods
are ready for inspection. If the Buyer does not participate in time,
not completely or not at all at the inspection, we have the right to
dispatch the goods without execution of the acceptance inspection
or to store the goods at risk and expenses of the Buyer.

IX. Warranty

1. For defects in the delivered goods we assume liability as follows:
a) The delivered part will, whichever we at our choice deem fit,
be remedied or replaced, if it proves to be unserviceable or its
serviceableness proves to be not insignificantly impaired due to
circumstances occurring before the risk was passed. All replaced
parts shall become our property. If remedy or replacement is not
made within a reasonable period in consideration of our delivery
facilities, the Buyer may at our discretion demand either the
cancellation of contract (redhibitory action) or a reduction of
price (abatement). In respect of major third-party products, our
liability shall be limited to assignment of the liability claims to
which we are entitled against the supplier of such third-party
products.
b) Condition for guarantee is, that the Buyer gives written notice
of any defect without delay, within 8 days at the latest. The term
starts at the point when the Buyer has discovered the defect or
could have discovered the defect when inspecting the delivered
part carefully. In any case, the Buyer has to give notice of a
defect within 8 weeks.
c) Warranty claims shall become statute-barred after 6 months
from the date of passing the risk to the Buyer.
d) To enable us to make any remedies or replacement deliveries
which we deem necessary at our reasonable discretion, the Buyer
shall, after consultation with us, allow us the necessary time and
opportunity for making any such remedies and replacement
deliveries, otherwise we shall be released from our liability for
defects. Only if we are in delay in remedying a defect shall the
Buyer have the right to remedy the defect himself or to have it
remedied by a third party.

XI. Property rights

In case we manufacture goods according to Buyer’s specifications
or documents, the Buyer guarantees that trademark rights of third
parties will not be infringed; this applies also if we have
participated on the design and development or have designed
according to Buyer’s specifications. If third parties forbid, under
reference to trademark rights, the manufacture and delivery
of such goods we will be entitled, without checking the legal
situation, to stop any activity and to claim compensation for
damages. Furthermore, the Buyer commits to release us
immediately from any claims by third parties.

XII. Transferability of rights, set-off, retention/withholding

The Buyer may transfer its rights basing on the contract with us,
in full or in parts, to third parties only with our prior written approval.
Set-off against a counter-claim is only permitted if the counter-claim
is uncontested or has become res judicata. The Buyer shall only be
entitled to enforce a right of retention against our claims if the right
of retention is based on the same contractual relationship as our
claims.

XIII. Information and advice

All information on application possibilities of our products, technical
advice, data in documents etc. are given to the best of our knowledge,
but non-binding and excluding any liability; any information given by
us does not release the Buyer from its own testing our products on
the suitability for theintended application.

XIV. Final clauses

1. Place of fulfilment for all deliveries and performances is
Mönchweiler (Black Forest).
2. Court of jurisdiction is Mönchweiler (Black Forest). We shall also
be entitled to sue the Buyer before the court having jurisdiction over
the Buyer’s place of business.
3. All rights and obligations shall exclusively be governed by
German law, unless compulsory legal provisions provide to the
contrary. The application of the Unified Sale of Goods Acts is
excluded.
4. Should any of the provisions of these terms and conditions be
void or become invalid, this shall have no effect on the validity of
the remaining provisions.

AZ-Armaturen GmbH, Mönchweiler (Black Forest)

General Purchasing Conditions

Valid for AZ-Armaturen GmbH

Version: June 2021

Following purchasing conditions shall apply to all orders, except such conditions are expressly waived through separate written agreement. For the execution of this order the acceptance of the order shall invalidate any general terms and conditions in the supplier’s order confirmation which are inconsistent with the present purchasing conditions. There is no need for a special objection to the supplier’s general terms and conditions. In case of permanent business relationship, even if no special reference is made, any orders shall be considered awarded according to our purchasing conditions.

1. Order
   a) Only written orders are binding. Any other agreements shall require our written confirmation.
   b) An order is considered accepted after you send us the order confirmation, i.e. the duly signed carbon copy of the order. Should you fail to confirm the order within 3 business days of the order date, our order shall be deemed accepted and shall be binding on you.
   c) No changes shall be made to our order without our express written approval. Any delivery terms of the supplier shall be binding on us only after we have expressly approved them in writing.

2. Price and packaging
   a) Unless otherwise agreed, the latest Incoterms® shall apply to the cost transfer, and pricing shall be based on a fixed price. All prices are net prices and exclude value-added tax.
   b) In the absence of special provisions, all goods shall be appropriately packed according the prevailing trade practices and in a suitable and proper manner. Unless otherwise agreed, all shipping and packaging material shall become our property; goods shall be returned at the risk and expense of the supplier.
   c) Any fees, costs or taxes incurred as a result of the order are borne by the supplier, unless otherwise agreed.
   d) No remuneration shall be granted for the preparation of offers, plan etc.

3. Delivery dates and deadlines; default and force majeure
   a) Agreed delivery dates and deadlines are binding.
   b) The supplier is obliged to immediately advise us in writing if circumstances arise, or it becomes aware of circumstances, which render it impossible to uphold the agreed delivery dates/deadlines.
   c) The due date for delivery of goods shall be deemed fulfilled, if the goods are received by the buyer on such date.
   d) The supplier undertakes to indemnify the buyer for any and all damages caused by default. If the supplier fails for any reason whatsoever to effect delivery on the due date, we are entitled, without waiving any rights or remedies provided by law, and without setting a period of grace, to withdraw from the contract or to insist upon delivery.
   e) The contractual partners shall be relieved of their contractual obligations for the duration and the extent of acts of God, strikes, riots, acts of government, and other unforeseeable, unavoidable and severe events. This also applies if these events occur in a period in which the affected contractual partner is in default. The contractual partners undertake to immediately provide the necessary information and to adjust in good faith their obligations to the new circumstances. Should these events persist beyond a period of three months, we are entitled to withdraw from the contract with immediate effect.

4. Shipment
   a) Unless otherwise agreed, the delivery condition shall be DDP Waldstrasse 7, D-78087 Moenchweiler, according to Incoterms®, as amended from time to time.
   b) In case third parties (e.g. forwarders, subcontractors) are involved, the supplier shall guarantee their compliance with our shipment terms.
   c) Delivery slips shall be sent to our destination factory as designated in the order immediately after departure of the shipment. The bill of lading shall be attached in duplicate (except for bulk shipments, in case of air freight or mail) to the consignment itself, or, in case of shipments by forwarder, handed out to the forwarder, with the note “bound for receiver”.
   d) The complete order number shall be clearly indicated on the bill of lading, on the shipment papers intended for the receiver, on invoices and on the packaging itself (labelling).
   e) All shipping documents, invoices, etc. shall designate the following information:
   • total weight (gross weight, net weight), at least estimated weight,
   • a description of the goods that enables classification to the EU Customs Code for import or Intrastat purposes,
   • the 8-digit customs tariff number (combined nomenclature),
   • origin of the goods,
   • country of dispatch,
   • delivery condition according to applicable Incoterms®,
   • item number,
   • a contract position number, if specified in the order.

   f) In case of cross-border shipments from non-EU countries where, according to the delivery condition, the recipient of the goods carries out the import customs clearance, the following requirements shall be met:

   • clear labelling of the goods or their packaging as customs goods,
   • proper delivery of T1 shipping documents when the goods arrive at the receiving plant,
   • the goods or freight documents shall be accompanied by invoices and other documents, which are required for proper customs clearance.

   In addition to the information according to lit. e), the following data shall be provided:

   • value of goods and additional items relevant to customs value,
   • in the case of preferential treatment, the applicable proof of preference such as A.TR/ EUR.1 movement certificates as well as declarations of origin on commercial papers. If, for what so ever reason, documents cannot be attached to the goods at the time of dispatch, the documents shall be marked as „for customs clearance“ and shall be sent to the receiving plant in good time so that they are available when the goods are received.

   g) For deliveries from EU countries, the delivery documents shall, in addition to the information listed inlit. e), be accompanied by a supplier’s declaration which contains the preferential origin of the goods.
   h) We shall bear the transport insurance costs only if expressly agreed. Incidental expenses in connection with the order execution that have not been agreed on or are not governed by the latest Incoterms® shall be borne by the supplier. As for the rest, reference is made to the shipment terms relevant to each individual transaction and/or customs provisions or stipulations, which are considered an integral part of these purchasing conditions.
   i) In case of failure to comply with our shipment, clearance, or documentation terms, all the risks, damages and costs resulting out of or in connection with such failure shall be borne by the supplier and the date of maturity for payment shall be postponed accordingly until compliance or presentation of the missing documents.

5. Acceptance
   a) Acceptance and examination of the delivery shall take place in our factory.
   b) In all cases –even after the goods have passed into our possession or have been transferred to the forwarder, carrier, or other agent –the obligation for examination and notice of defect shall only begin upon the use of the delivered goods.
   c) We only examine if the delivered goods comply with the ordered product type, quantity and if any obvious damages have occurred during transportation (obvious defects). In so far, the supplier waives its right to object to the delayed notice of defects.
   d) Deliveries shall be considered accepted only after we have expressly confirmed this upon request.

6. Transfer of ownership, transfer of risk
   Ownership of the deliverables shall pass to us upon delivery at the destination in accordance with the agreed Incoterm®. The risk of accidental deterioration remains with the supplier until proper acceptance.

7. Warranty
   a) Unless otherwise agreed, supplier’s warranty for defects of the deliverables –this includes but is not limited to the lack of assured properties –shall be valid for 24 months after acceptance, commissioning or formal acceptance of the goods, whichever occurs later. Supplier’s warranty for immobile goods shall be valid for 36 months after formal acceptance or commissioning, whichever occurs later.
   b) Without prejudice to our other rights emanating from the supplier’s liability for breach of warranty, we are entitled to repair defects or damages or have these repaired by third parties at the expense of the supplier, should the latter fail to meet his obligations within an appropriate period of time, or should it be unreasonable for us to wait such time. The obligations of the supplier shall not be affected thereby.
   c) A notice of defect shall be deemed to be given in time for:
   • obvious defects according to clause 5 lit. c) up to 6 weeks from use of the goods,
   • for all other defects and hidden defects up to 6 weeks from discovery.

   d) The warranty for hidden defects shall be valid for 36 months from acceptance, commissioning or formal acceptance, whichever occurs later. In the case of goods that remain packed until their use, defects that do not become visible before unpacking of the goods are considered hidden damages.e) The deliverables shall particularly meet all legal requirements.

8. REACH-Regulation
   a) The supplier guarantees, that any deliveries that according to the Regulation (EC) No. 1907/2006 of 18 December 2006 of the European Parliament and of the Council („REACH-Directive“) are required to be registered, have accordingly been registered or preregistered, and, furthermore, the supplier guarantees that it has complied with any other of its obligations arising out of or in connection with the REACH-Directive, including but not limited to the obligation to provide information, or to update safety data sheets. Supplier shaving their corporate seat outside the EU shall appoint a representative that assumes any obligations according to article 8 of the REACH-Directive, to ensure that we will not be treated as importer according to the REACH-Directive, unless we decide in our discretion to act as an importer.
   b) The supplier undertakes to classify substances and mixtures according to the legal requirements of the Regulation (EC)No. 1272/2008 of 16 December 2008 of the European Parliament and of the Council, and to comply with the derived labelling and packaging provisions.
   c) In case of a breach of lit. a) or lit. b) above, the supplier shall indemnify and hold us harmless against any and all damages and losses arising directly or indirectly out of this breach, including but not limited to claims of third parties.

9. Invoices
   Unless otherwise agreed, all invoices shall be sent electronically to invoice@az-armaturen.de, stating the order number.

10. Payment terms
    a) Payment terms, particularly discount deadlines, start once the delivery has been received, and the invoice has been verified.
    b) Unless otherwise agreed, we shall, at our sole discretion, effect payments by bank transfer 30 days after invoice date at a 3% discount, or 60 days after invoice date net. Services are paid net by bank transfer 30 days after invoice date. Unless separately agreed, cash on delivery shipments will not be accepted.
    c) We absolutely reject the collection of receivables through banks and we shall return unpaid any debt collection orders presented by banks.

11. Order documents and patterns<
    a) Tools, devices, materials (such as software, finished and semi-finished products) and patterns that we may make available to the supplier or that are manufactured for contractual purposes and charged to us separately by the supplier remain our property or become our property. The supplier must mark them as our property, keep them carefully, secure them against damage and only use them for contractual purposes. The contracting parties each bear half the costs of maintenance and repair. Insofar as costs of this kind are attributable to defects for which the supplier is responsible, the supplier bears the costs himself. The supplier is obliged to return the items to us in a proper condition if they are no longer required to fulfill his contractual obligations towards us.
    b) The submission of bids implies the supplier’s consent that technical tender documents, etc. can be made available to engineering partners, etc. for technical examination, without any obligation arising for us, after providing assurances for secrecy and against transferability. Tender documents shall not be returned.

12. Safety regulations
    a) The supplier shall comply with the applicable safety regulations, in particular the information for external companies, while carrying out any work at our premises, and he shall indemnify and hold us harmless from any and all possible injuries, for which we may be held responsible.
    b) If the supplier’s obligations are breached, we can enforce an immediate, premature termination of the contract, or withdraw from the contract, citing just cause.

13. Performance
    a) The place of performance shall be Waldstrasse 7; D-78087 Moenchweiler
    b) The place of jurisdiction is Moenchweiler.
    Notwithstanding the afore said, we can also take legal action against the supplier at its general place of jurisdiction.
    c) This contract is governed by German law. The United Nations Convention on Contracts for the International Sales of Goods (CISG) shall not apply.

14. Intellectual property rights
    The supplier shall indemnify and hold us harmless from any and all claims in connection with the fulfilment of the contract which arise from violation of intellectual property (such as patents and other intellectual property rights).

15. Quality management
    a) The supplier commits to establishing a quality management scheme, and to constantly developing this. Further requirements are stated in the order.
    b) The supplier commits to keeping records proving the quality of the deliverables. These records shall be stored for the standard durations applicable to the deliverables.
    c) The supplier grants AZ-Armaturen, and if necessary, also our customers or the authorities, permission to conduct checks on the supplier/manufacturer upon prior arrangement. As part of these checks, we are particularly entitled to inspect and constantly assess production or reject defective parts during production.

16. Contract termination
    In the case that we terminate the contract, the supplier will receive at most that part of the remuneration that corresponds to the services he has provided up to that point.

17. Assignment
    The assignment of any right or obligation arising out of or in connection with the contract requires our prior written consent.

18. General provisions
    a) The supplier shall treat all orders and all documents and information provided for this purpose as confidential, this shall also apply to the fact of the cooperation between the parties. A reference for marketing purposes is only permitted with our express written consent. The recording of image material on our premises (in form of photos, videos, etc. ,regardless of the recording device such as camera, mobile phone,…) may only take place for mandatory documentation requirements of order processing or project documentation and is expressly prohibited for any other purpose. Irrespective of the foregoing, the publication or distribution of the afore mentioned image material to third parties is also prohibited unless our prior express written consent thereto has been given. The supplier shall be liable for any and all damages that we suffer from violation of any of the herein stated obligations.
    b) Apart from the full order number or inquiry number, all correspondence shall also include the letter reference and date of previous correspondence. All queries shall be addressed to our procurement department.
    c) Any subcontractors involved with the fulfilment of the order shall be approved by us beforehand. Full or partial transferral of orders to third parties requires our prior written consent.

19. Validity
    a) This English translation of the purchasing conditions serves purely as non-binding information for the supplier. When in doubt, only the German version shall be valid.
    b) If individual provisions of these purchasing conditions are fully or partly invalid or unenforceable, this shall not affect the validity of the other remaining provisions. Instead of the invalid or unenforceable provision, a stipulation shall be agreed that comes closest to the invalid or unenforceable provision in terms of economic impact to what the parties intended. The same applies to contractual gaps that arise during the execution of the contract.