General Terms & Conditions of SATO Maschinenbau GmbH & Co. KG, Tomphecke 51, 41169 Moenchengladbach:

1. Scope of deliveries and services

1.1
The written acknowledgement of order by SATO, or in the absence of such acknowledgment of order, the written order of the ordering party shall be decisive for the scope of deliveries and services. The contract shall be exclusively subject to the General Terms and Conditions of SATO. Any other conditions shall not become part of the contract, even if we do not reject them expressly.

1.2
Protective equipment shall be part of the delivery, insofar as it is prescribed by law or has been expressly agreed upon.

1.3
All deliveries and services shall be subject to the regulations of the Verband Deutscher Elektrotechniker (Association of German Electrical Engineering Technicians), insofar as they are relevant for the safety of deliveries or services. Deviations shall be admissible if the same safety is guaranteed in another manner.

1.4
SATO retains absolute title and right of copyright exploitation with regard to cost estimates, drawings and other documents; their disclosure to third parties shall be subject to SATO's prior approval. Any drawings and other documents being part of the quotations shall be immediately returned upon request if the order is not placed with the offering party. Sentences 1 and 2 shall apply accordingly to documents of the ordering party; they can, however, be disclosed to such third parties to which SATO has rightfully assigned the performance of deliveries or services.

2. Price

Prices are understood for delivery without installation or assembly, ex works, packing excluded.

3. Retention to title

SATO retains title to the merchandise until all its claims against the ordering party arising from the business relationship have been met. Any prior pledging or chattel mortgage shall be forbidden, and any resale shall only be permitted to resellers in the ordinary course of business, with the reseller assigning to SATO already now his claims against his customers arising from the sale of the object delivered to him by SATO who hereby accepts this assignment. Any costs for interventions shall be borne by the ordering party. If the value of all security interests to which SATO is entitled according to Sentence 1, exceeds the amounts of all secured claims by more than 50 %, SATO shall release the exceeding part of the security interests upon the request by the ordering party.

4. Payment conditions

4.1
Payments shall be made free paying office of SATO.

4.2
The ordering party can only offset against such claims as are undisputed or have become res judicata.

5. Terms for deliveries and services

5.1
The written declarations by both parties shall be decisive for the term of deliveries or services. The observance of the term presupposes the timely receipt of all documents to be provided by the ordering party, of the required licenses, releases, the timely clarification and approval of all plans, the adherence to the agreed payment conditions and other obligations. Failing the fulfilment of these prerequisites in due time, the term shall be reasonably extended.

5.2
The term shall be deemed to be observed for delivery without installation or assembly if the operative consignment has been shipped or collected within the agreed delivery or performance term. Should the shipment be delayed for reasons for which the ordering party is responsible, the term shall be deemed to be observed upon advice of the readiness for shipment within the agreed term; in case of delivery with installation or assembly if these have been effected within the agreed term.

5.3
If the failure to meet the deadline for deliveries or services is demonstrably due to mobilization, war, riot, strike, lockout or the occurrence of unforeseeable obstacles, the deadline will be extended accordingly.

If the deadline is not met for reasons other than those mentioned in 5.3 (1), the customer can - provided he can prove that he has suffered damage as a result of the delay - compensation for delay for each completed week of the delay of 1/2%. up to a total of 5% demand from the value of that part of the deliveries or services that could not be put into appropriate operation due to the incomplete completion of individual associated items.

The purchaser can also demand payment of the delay compensation if the circumstances mentioned in 5.3 (1) only occur after the originally agreed deadline has been exceeded.

Claims for compensation by the purchaser that exceed the limit of 5% specified in paragraph 2 are excluded in all cases of late delivery, even after a grace period set by SATO has expired. This does not apply to liability for damage from injury to life, limb or health, which is based on an intentional or negligent breach of duty by SATO or an intentional and negligent breach of duty by a legal representative or vicarious agent of SATO. Furthermore, this does not apply to liability for other damages that are based on an intentional or grossly negligent breach of duty by the company SATO or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the company SATO.

The right of the customer to withdraw after the fruitless expiry of a grace period set by SATO remains unaffected.

5.4

If the shipment or the delivery is delayed upon the request of the ordering party, storage charges in the amount of 1/2 percent of the invoice amount for each month or part thereof, beginning one month after advice of the readiness for shipment has been given, can be charged to the ordering party; the storage charges shall be limited to 5 % of the invoice amount, unless higher cost are proven to have arisen.

6. Passing of risk

The risk passes to the ordering party, even if freight paid delivery has been agreed upon,

upon delivery without installation or assembly, as soon as the operative consignment, is shipped or collected. Packaging shall be effected with maximum care. Shipment shall be made according to the best judgment of SATO. Upon the request and at the expense of the ordering party, SATO shall insure the consignment against breakage, transport and fire damage.

upon delivery with installation or assembly on the date of taking the consigment over in the ordering party’s own plant; if a test run has been agree upon, after faultless test run. This is subject to the provisio that the test run or the takeover at the ordering party’s plant, respectively, takes place immediately after the operative installation or assembly. If the ordering party does not accept the offer to make a test run or the takeover in his own plant, the risk shall pass to the ordering party for the period of delay upon expiry of 14 days after such offer has been made.

if the shipment, the collection, the delivery or the beginning or the execution of the installation or assembly is delayed upon the request of the ordering party, or due to reasons for which he is responsible, the risk shall pass to the ordering party for the period of delay; SATO is, however, obligated to take out the requested insurance policies upon the request and at the expense of the ordering party.

7. Installation and assembly

7.1
Any kind of installation or assembly shall be subject to the following provisions, except as otherwise provided in writing:

7.1.1
The ordering party shall pay and to provide in good time:

Auxiliary teams such as henchmen and, if necessary, also bricklayers, carpenters, locksmiths, crane operators, other skilled workers, with the tools required by them in the required number;

all earthwork, bedding, construction, mortising, scaffolding, plastering, painting and other non-branch work, including the necessary building materials;

the requisites and materials required for assembly and commissioning such as scaffolding sticks, wedges, underlays, cement, plaster and sealants, lubricants, fuels, etc.; scaffolding, hoists and other devices;

Operating power and water including the necessary connections to the point of use, heating and general lighting;

at the assembly point for the storage of machine parts, equipment, materials, tools, etc. Sufficiently large, suitable, dry and lockable rooms and work and recreation rooms appropriate for the assembly personnel, including the conditions of adequate sanitary facilities; for the rest, the customer has to take the measures to protect the property that he would take to protect his own property;

Protective clothing and protective devices that are required due to special circumstances at the assembly site and that are not customary for the contractor.

7.2.1 The purchaser shall reimburse the SATO company for the working hours and surcharges agreed upon when the order was placed for additional work, night work, Sundays and public holidays, for work under difficult circumstances and for planning and monitoring.

7.2.2 The following costs will also be charged separately:

• Travel expenses, transportation costs for hand tools and personal luggage;

• triggering for working hours as well as rest and public holidays.

8. Taking delivery

8.1
The ordering party shall take delivery of all objects delivered, if even they have minor defects.

8.2
Partial deliveries shall be admitted.

9. Liability for defects

SATO shall be liable as follows for defects which also includes the lack of warranted characteristics:

9.1
Such parts or services as become unusable or the usability of which is significantly impaired within 12 months – regardless of the period of operation- calculated from the date of passing of risk, due to any circumstance dating before the passing of risk, especially due to faulty construction, poor material or defective workmanship, shall at SATO's option be remedied or be replaced free of cost.

9.2

The ordering party shall comply with the contractual obligations incumbent on him, especially the agreed payment conditions. If a complaint is filed in respect of any defect, the ordering party has the right to withhold payments to a reasonable extent in relation to the defects discovered.

9.3

If SATO lets pass a reasonable period of grace granted to it, without remedying the defect or replacing the defective part, the ordering party can rescind the contract or claim reduction in price.

9.4
The liability for defects does not cover wear and tear or damage occurred after risk has passed, as a consequence of improper or negligent handling, excessive use, inappropriate equipment, defective building work, unsuitable building ground and such chemical, electrochemical and electric influences as are not presupposed by the contract.

9.5
Any liability for the consequences resulting from modifications or repair work improperly carried out by the ordering party or any third party, shall be excluded.

9.6
Any further claims by the ordering party against SATO and persons employed by SATO in the performance of its obligations shall be excluded, especially any claims for copmensation of damage which have not occurred on the delivered object itself. In case of damage to property, this exclusion shall not cover damage caused intentionally or grossly negligently by SATO, one of its statutory representatives or one of the persons employed by SATO in the performance of its obligations. This exclusion shall not apply either to the liability of SATO with regard to any damage arising from the injury to life, body or health caused by intentional or negligent breach of duty on the part of SATO or its statutory representatives or persons employed by SATO in the performance of its obligations.

9.7
Sections 9.1 to 9.6 shall apply mutatis mutandis to such claims asserted by the ordering party for remedy, replacement delivery or damages as have arisen due to proposals or advice made within the framework of the contract or due to any breach of contractual collateral obligations.

10. Other claims for damages

Any further claims for damages other than those mentioned in the present General Terms and Conditions do not exist. The exclusion shall not apply to the liability for damage due to the injury to life, body and health caused by intentional or negligent breach of duty on the part of any statutory representatives of SATO or persons employed by SATO in the performance of its obligations. Moreover, it shall not apply to the liability for other damage caused by intentional or negligent breach of duty on the part of SATO or its statutory representatives or persons employed by SATO in the performance of its obligations.

11. Jurisdiction

11.1
If the ordering party is a merchant who has been entered as such in the commercial register, either the headquarters or the branch of SATO shall be – at SATO's option – exclusive jurisdiction, for all disputes arising directly or indirectly from the contractual relationship.lagen.

11.2
The contractual relations shall be governed by German law.

12. Binding nature of the contract

The contract shall remain binding, even if individual provisions are legally ineffective. This shall not apply if the compliance with the terms of the contracts would constitute an unreasonable hardship.