– General Conditions of Sale of UMEX GmbH –

Art. 1 – Scope and general information

1. These General Conditions of Sale relate to contracts of UMEX GmbH with companies (section 14 of the German Civil Code [BGB]), legal entities under public law or special assets governed by public law to which German commercial law can be applied.

2. The General Conditions of Sale apply in particular to contracts for the sale and/or delivery of movable property (referred to hereinafter as "Goods"), irrespective of whether UMEX manufactures the Goods itself or buys them from a supplier (sections 433, 651 BGB).

3. Our General Conditions of Sale apply exclusively. Differing, contradictory or additional agreements of the contractual parties or presented by the buyer, and conditions that differ from these contractual terms shall only become part of the contractual agreements, if UMEX GmbH agrees to them in writing. The requirement for written form may only be lifted by written agreement between the contractual parties. This requirement for consent applies in every case, for example, even if we make delivery to the buyer without reservation in knowledge of the buyer's contractual terms.

4. These Conditions of Sale also apply to future contractual agreements between UMEX GmbH and the buyer, if there is a sufficient factual or legal connection with the contract, as a result of which these conditions are included as part of the business relationships. We shall inform the buyer about such changes to these Conditions of Sale in such cases.

5. Any individual agreements reached in the specific case with the buyer (including secondary agreements, additions and changes) shall take priority over these General Conditions of Sale in every case. A written agreement or our written confirmation is decisive for the content of such agreements.
6. Any legally relevant statements and notices, which the buyer has submitted to us after the contract has been signed (e.g. deadlines, notification of faults, statement of withdrawal or reduction) must be made in writing to be valid.

7. References to the validity of statutory requirements are only for the purposes of clarification. The statutory requirements therefore apply even without such clarification, provided these Conditions of Sale do not directly modify or explicitly exclude them.

Art. 2 – Offer and contract conclusion

1. Our offers are given without engagement and are not binding. This applies even if we have provided the buyer with catalogues, technical documents (e.g. drawings, plans, costings, calculations, references to DIN standards), other product specifications or documents, also electronically.
2. The order of Goods by the buyer is considered a binding contractual offer. Unless stipulated to the contrary in the purchase order, we are entitled to accept this contractual offer within 14 days following its receipt.

3. The acceptance may either be stated in writing (e.g. by means of an order confirmation) or by dispatch of the Goods to the buyer.

Art. 3 Submitted documents

1. UMEX GmbH shall remain owner and holder of the copyrights with respect to all documents and records handed over to the buyer during the course of initiating the contract and/or placing the order, such as costings, drawings etc.

2. Any entrusted documents and records may not be made accessible to third parties without the written consent of UMEX GmbH.

3. If no contract comes into effect, any entrusted documents and records must be sent in full to UMEX GmbH straight away.

Art. 4 – Time of delivery and performance

1. The time of delivery is agreed individually between the contractual parties and is stipulated by us when we accept the order. Adherence to the time of delivery and performance stipulated by UMEX GmbH requires timely and proper co-operation by the buyer and their dutiful and careful conduct at all times.

2. If we are unable to meet the binding delivery dates for reasons for which we are not responsible
(products/services not available), we shall inform the buyer about this straight away and also notify them of the likely new delivery date. If the product/service is also not available within the delivery date, we are entitled to withdraw from the contract, in full or in part; we shall reimburse any payment the buyer has already made immediately. The failure of a correct and prompt supply by our supplier constitutes unavailability of product/service in this sense, particularly if we have signed a congruent hedging transaction, neither we nor our supplier are at fault, or we have no obligation to purchase in the specific case.

3. Default in delivery is determined in accordance with the statutory requirements. A reminder by the buyer is required in every case, however. If UMEX GmbH is late with delivery, the buyer may demand flat-rate compensation for the losses they have incurred as a result of the delay, which amounts to 0.5 per cent of the net price (delivery value) for each complete calendar week, though a maximum of five per cent of the delivery value in total. UMEX GmbH reserves the right to prove that there was no loss at all, or that the loss was lower.

4. The rights pursuant to article 10 of these Conditions of Sale and our statutory rights, in particular if the duty to perform has been excluded (e.g. because performance or supplementary performance is impossible or unreasonable) are not affected.

Art. 5 – Delivery, transfer of risk, buyer's acceptance or delay with acceptance

1. The Goods ordered are supplied ex works. The Goods shall be sent to another destination (sales shipment) at the buyer's request and cost. Unless agreed to the contrary, we are entitled to determine the type of dispatch (in particular transport company, mode of dispatch, packaging) ourselves.

2. The risk of accidental loss and accidental deterioration of the Goods shall be transferred at the latest with handover to the buyer. In the event of a sales shipment, however, the risk of accidental loss and accidental deterioration of the Goods and the risk of delay shall already be transferred with the dispatch of Goods to the freight forwarder or other person or institution nominated to transact the shipment.

3. If acceptance has been agreed, this is crucial for the transfer of risk. Otherwise, the statutory requirements of work contract legislation shall apply analogously for an agreed acceptance. It is deemed equivalent to handover or acceptance if the buyer is in default with acceptance.

4. If the buyer is in default with acceptance, they fail to act in co-operation, or our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand any losses that are incurred including additional expenditure (e.g. storage costs). We shall charge flat-rate compensation for this, which amounts to 0.5 per cent of the net price (delivery value) for each completed calendar week, though totalling a maximum five per cent of the delivery value, starting from the delivery date, or in the absence of a delivery date, with notification that the Goods are ready for dispatch.

5. This shall not affect our right to prove a higher loss and our statutory rights (in particular compensation for additional expenditure, reasonable indemnity, termination). The flat-rate sum is to be added to any monetary claims above and beyond this. The buyer is entitled to prove that we did not incur any loss, or that our loss was significantly below the flat-rate sum.

Art. 6 – Prices and payment

1. All prices of UMEX GmbH apply ex works or warehouse excluding packaging costs and VAT at the
applicable rate.

2. In the event of a sales shipment (section 5(1)) the buyer shall bear the transport costs ex warehouse and the costs of any transport insurance that the buyer may require. The buyer shall bear any customs duties, fees, taxes and other public levies. We do not accept the return of transport and other packaging in accordance with the packaging regulation; they become the property of the buyer with the exception of pallets.

3. The purchase price is due within 14 days from the date of invoice and delivery or acceptance of the
Goods. We are entitled to demand an advance payment of 20 per cent of the purchase price for
contracts with a delivery value of EUR 10,000.00 or more. The advance payment is due and must be
paid within 14 days from the invoice date.

4. The buyer shall be in default at the end of aforesaid payment term. Interest is charged on the purchase price at the applicable statutory rate during any period of default. UMEX GmbH reserves the right to claim a greater loss because of default. This shall not affect our entitlement to commercial default interest (section 353 of the German Commercial Code [HBG]) from buyer.

5. Provided no fixed price agreement has been reached, UMEX GmbH reserves the right to make
reasonable price adjustments because of changes to wage, material and sales costs for deliveries that
are made more than three months after the contract has been signed.

Art. 7 – Rights to offset and withhold payment

1. The buyer may only make counterclaims, declare offset or a right to make a retention against UMEX
GmbH with legally established counterclaims that have been recognised by or are undisputed by

2. The buyer is only authorised to exercise a right of retention if their counterclaim is based on the same contract.

Art. 8 – Rights to reserve title

1. UMEX GmbH shall remain owner of the Goods sold to the buyer until all current and future debts
arising from the purchase agreement and an ongoing business relationship (secured debts) have been
met in full.

2. The Goods subject to a reservation of title may neither be pledged nor assigned to third parties as
security before payment. The buyer must notify UMEX GmbH immediately in writing up to the transfer
of ownership, if the object of purchase is pledged or exposed to other intervention by third parties. If the third party is not in a position to pay UMEX GmbH any court or out-of-court costs that are incurred
because of third-party proceedings, the buyer shall be responsible for the loss.

3. The buyer is obliged to handle the object of purchase with care until the transfer of ownership. They are particularly obliged to adequately insure high quality sales goods at their own expense against theft, fire and water damage. Any maintenance and inspection work must be carried out promptly at the buyer's expense.

4. The buyer is entitled to sell on and/or further process the conditional goods during the normal course of business. The following applies specifically in this case:

a. Processing and modification of the goods owned by UMEX GmbH by the buyer shall only be
carried out in UMEX's name and on its behalf. In this case, the buyer's expectant right to the
manufactured or modified item shall continue.

b. If the object of purchase is combined or mixed with an item of the buyer, and the item of the
buyer is deemed the main item, the buyer is obliged to transfer ownership created as a result as
collateral to UMEX GmbH and to preserve ownership for UMEX GmbH.

c. The buyer hereby assigns any claims that may arise from the onward sale against the buyer to
UMEX GmbH up to the agreed, final invoice amount plus VAT. The buyer remains entitled to
collect the debts alongside UMEX GmbH. UMEX GmbH shall not exercise its right to collect
monies, unless the buyer is in default with payment, no application has been made to open
insolvency proceedings, or there is no stoppage of payment.

d. To secure the demand for the purchase price the buyer also assigns claims that it has accrued
because of a statutory transfer of ownership because of the link to the purchased item to the

e. UMEX GmbH is obliged to release securities furnished by the buyer at its request, if their value
exceeds the value of the claims to be secured by more than ten per cent.

Art. 9 Buyer's warranty and defect rights


1. The agreement made about the quality of the Goods, in particular, is the basis of our liability for
defects. The product specifications designated as such (including that of the manufacturer), which are
entrusted to the buyer before they place their order or are similarly included in the contract as these
Conditions are Sale are deemed as the agreement about the quality of the Goods.

2. If the quality has not been agreed, it must be evaluated based on the statutory requirements if there is a defect or not (section 434 (1) clause 2 and clause 3 BGB). We accept no liability for any public
statements by the manufacturer or other third parties (e.g. advertising messages).

3. The buyer's default claims require that they have met their statutory duties pertaining to inspection and notification (sections 377, 381 HGB). If a defect comes to light during the investigation or subsequently, we shall be notified about this straight away in writing. Notification is deemed to be straight away if it is made within four days. Notwithstanding this duty of inspection and notification the buyer must notify any obvious defects (including incorrect or short delivery) within four days of delivery in writing. If the buyer fails to make a proper investigation and/or notify defects, our liability shall be excluded for any defects that have not been notified.

4. If the delivered item is defective, the buyer may choose whether to rectify the defect (rework) or have an item free from defects delivered (replacement delivery). If the buyer fails to declare which of the two rights they choose, we can set a reasonable deadline. If the buyer fails to make the choice within the deadline, the option shall pass to us at the end of the period.

5. We are entitled to make any supplementary performance for which we are responsible conditional upon the buyer paying the purchase price due. The buyer is, however, entitled to withhold a reasonable share of the purchase price proportionate to the defect.

6. The buyer must provide us with the required time and opportunity for the supplementary performance for which we are responsible, in particular the Goods subject of a complaint for inspection purposes. In the event of a replacement delivery the buyer must return the defective item to us in accordance with the statutory requirements. Supplementary performance does not include either the removal of the defective item nor the re-installation if we were not originally responsible for the installation.

7. We shall bear the necessary expenditure, in particular transport, travel, labour and material costs (not dismantling and installation costs), if there is actually a defect. If, however, the buyer's request for a defect to be rectified turns out to be unjustified, we may demand that the buyer reimburse us for any
costs incurred.

8. In urgent cases, e.g. where there is a risk to operational safety or to avert disproportionate losses, the buyer has the right to rectify the damage themselves and to demand that we compensate them for any expenditure objectively required for this. We must be notified straight away, if possible, in advance,
should the buyer take action themselves in this way. The buyer has no such right to take action if we
were entitled to refuse corresponding supplementary performance in accordance with the statutory

9. The buyer may withdrew from the purchase agreement or reduce the purchase price if supplementary performance should fail, or a reasonable deadline for supplementary performance set by the buyer has expired, or is unnecessary based on the legal requirements. However, there is no right of withdrawal if the defect is insignificant.

10. The buyer may only bring recourse claims against UMEX GmbH if they have not made any agreements for defects that go beyond that which is statutorily required as part of the onward sale. This applies analogously to the extent of any recourse claims against the supplier.

11. Claims for compensation by the buyer or compensation for any futile expenditure only applies in
accordance with article 10 and are otherwise excluded.

Art. 10 – Other liability

1. Unless stipulated to the contrary in these Conditions of Sale, including the following conditions, we only accept liability for a breach of the contractual and non-contractual obligations in accordance with the relevant statutory requirements.

2. We are only liable to pay compensation, regardless of the legal basis, in the event of intent and gross negligence. In the case of simple negligence we only

a. accept liability for losses that result from loss of life, physical injury or a danger to health;

b. for losses resulting from a breach of a substantial contractual obligation (obligation, which has to
be met to allow the proper implementation of the contract and on whose compliance the
contractual parties may regularly rely). In this case, our liability is limited to the compensation for
the foreseeable loss that one may typically expect.

3. The restrictions to liability given in paragraph 2 do not apply if we have maliciously concealed a defect or have accepted a guarantee for the quality of the Goods. The same applies to claims by the buyer based on product liability legislation.

4. The buyer may only withdraw or terminate the contract because of a breach of obligation that does not result in a defect if we are responsible for the breach of obligation. The buyer has no free right to
terminate the contract (in particular pursuant to sections 651, 649 BGB). Otherwise, the statutory
requirements and legal consequences apply.

Art. 11 – Statutory limitation

1. Notwithstanding section 438 (1) no. 3 BGB the general statutory period of limitation for material defects and defects in title is one year from delivery. If acceptance has been agreed, the period of limitation shall start with acceptance.

2. On the other hand, if the Goods are a building or an item, which has been used in accordance with
their usual purpose for a building and has caused it to be defective (building material), the limitation
period is five years from delivery based on the statutory regulation (section 438 (1) no. 2 BGB). The
special statutory rules for restitution of property of third parties (section 438 (1) 1 no.1 BGB), malice on
the part of the seller (section 438 (3)3 BGB) and for claims in recourse against the supplier (section
479 BGB) are not affected.

3. The aforesaid statutory limitation periods of purchase legislation also apply to contractual and noncontractual claims for compensation by the buyer that are based on a defect, except if application of
the regular statutory limitation period (sections 195, 199 BGB) would result in a shorter limitation period in the specific case. This shall not affect the limitation periods of product liability legislation in each case. Otherwise, only the statutory limitation periods apply to claims for compensation by the buyer in accordance with article 10.

Art. 12 – Choice of law, place of performance, place of jurisdiction

1. Only the law of the Federal Republic of Germany apply to these Conditions of Sale and all legal
relationships between us and the buyer to the exclusion of the international uniform law, in particular
the UN Convention on the International Sale of Goods (CISG). Requirements and effects of the
reservation of title based on article 8 of these Conditions of Sale are subject to the right to the item at
the particular storage location if opting for German law is not permitted or valid.

2. UMEX GmbH's registered office is the place of performance.

3. If the buyer is a businessman, as defined by the Commercial Code, legal entity under public law or
special assets governed by public law, our registered office is the legal venue for all disputes that may arise indirectly or directly from the contractual relationship. We are entitled, however, to bring a complaint before the buyer's legal venue.

4. Should individual conditions of these Conditions of Sale be or become ineffective, or the agreements
have loopholes, this shall not affect the remaining conditions. The statutorily required regulation that
most closely meets the economic purpose of the ineffective regulation shall replace the ineffective
regulation or the loophole.

UMEX GmbH, Alkersleber Weg 151a, 99334 Kirchheim

Date of the Conditions of Sale: September 2015