Meiden Europe GmbH
General terms and conditions - Sales
1. Scope
1.1 Our deliveries, services and offers are exclusively carried out
according to the Terms and Conditions set out below. They shall also
apply to all future business relations without any need of further
express agreement thereon.
1.2 Any deviating terms and conditions of the Customer not acceptedby us in writing shall not be binding to us, even if we do not expressly
object to them.
2. Offer and Conclusion of Contract
2.1 Our offers are made without obligation.
2.2 The documents belonging to the offer, such as drawings, pictures,weight and size specifications, are only approximate unless they areexplicitly designated as being binding. Insignificant modifications madeby us to our product design or equipment, that are reasonable also for
the Customer, do not entitle the Customer to raise objections or towithdraw from the contract.
2.3 We reserve title and copyright to the documents belonging to theoffer, such as drawings, etc.; it is not allowed to provide them to thirdparties for separate use or any utilization or exploitation whatsoever.
2.4 The contract shall be concluded only upon our written
acknowledgement of order, provided that a written acknowledgementof order is made out. In this case it alone is authoritative for
acceptance, scope and execution of the contract.
2.5 Electronic signatures according to the current state of the art andin compliance with the relevant statutory provisions are admissible forthe coming into effect of a conclusion of or amendment to the contract
and are a legal alternative to the written form requirement.
2.6 We reserve the right to introduce procedural changes due totechnical progress or practical requirements.
2.7 Collateral agreements, supplements, and amendments to thecontract require our written confirmation to become effective. That also
applies to the annulment of this written form clause.
3. Deadlines and Time Limits
3.1 Deadlines and time limits for performance are subject to themutual agreements in writing.
3.2 Prerequisite for the compliance with time schedules, however, isthe timely receipt of the documents, the required approvals andreleases provided by the Customer, the timely clarification andapprovals of the plans and the adherence to the agreed terms ofpayment and other obligations under the existing contractualrelationship. If these conditions are not satisfied in good time, thestipulated periods shall be extended by a reasonable length of timetaking into consideration our time schedules.
3.3 Times for performance are deemed to be complied with if thedelivery items, which have not to be assembled, are operational and,depending on the terms of delivery, have been dispatched to theagreed place of delivery or their readiness for collection has been
notified within the period fixed. If the deliverables have to beassembled, the times for performance are deemed to be complied with
if the deliverables have arrived at the installation site within the period
fixed. If delivery is delayed for reasons the Customer is responsible
for, the times for performance are deemed to be adhered to if
readiness for shipment, collection or delivery has been notified within
the period fixed.
3.4 In cases of force majeure and other unforeseeable impediments
beyond our control which cannot be overcome by reasonable
expenses (e.g. operational breakdowns, strikes, lock-outs,
interventions by authorities, energy and raw material shortage, etc.),
the time for performance shall be extended appropriately if we areprevented from fulfilling our obligation in due time.
This shall also apply if our upstream suppliers have to face such
obstacles or if they occur during an already existing delay. If thedelivery time is extended, the Customer shall not be entitled to derive
claims for damages therefrom. We shall notify the Customer at theearliest possible moment of the commencement and expected end ofsuch impediments.
3.5 We shall be entitled to withdraw from the contract ifa) the impediments, mentioned in subsection 3.4, presumably will last
for a prolonged period;b) we ourselves are not, inadequately or not in time supplied with thegoods required in spite of subcontracting agreements concluded withthird parties to fulfil the contractual obligations to the Customer;c) The Customer infringes culpably essential contractual provisions.
3.6 If, in the event of contracts on call, the call or planning is noteffected in due time, we shall be entitled - after having granted aperiod of grace without result - to effect the planning by ourselves andto render the service or after warning of rejection to withdraw from theoverdue part of the contract and to claim damages for nonperformance.
3.7 We have the right to effect partial deliveries after having arranged
it accordingly with the Customer.
3.8 Should we accept a cancellation request from the Customer afterGeneral terms and conditions - Sales

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our order acknowledgement, any cost incurred shall be invoiced to theCustomer.
4. Prices, Repayment of Expenses
4.1 Our prices are net prices and vary according to delivery conditions(Incoterms 2010) plus the VAT applicable within the domestic territory,
unless otherwise agreed.
4.2 The decisive prices are those quoted in our acknowledgement oforder.
4.3 If delivery is delayed on the Customer's request or for reasons theCustomer is liable for, it shall have to reimburse the expenses incurred
to us from the date the performance would have been furnished (suchas storage costs, carriage charges, conservation, etc.) plus a standard
administrative expense allowance of € 50,-.
5. Payment
5.1 Invoices are payable without discount within 30 days from thedate of invoice, unless otherwise agreed.
5.2 Received payments are credited according to §§ 366, 367 of theGerman Civil Code (BGB).
5.3 Default interest is charged according to § 288 of the German Civil
Code.
5.4 We reserve the right to ask for prepayments or the provision ofsecurities at any time, in particular for the first order from a new
Customer or if circumstances become known that might reduce thecreditworthiness of the Customer or Customer fails to comply with theterms of payment.
5.5 In the event of default of payment we shall be entitled to withhold
the delivery and/or other performances under all contracts, until theclaims due to us against the Customer have completely been satisfied.
5.6 After a period of grace of reasonable length with a warning ofrejection we shall be entitled to withdraw from the contract and/or toclaim damages for non-performance.
5.7 Offsetting against claims by the Customer shall only be allowed if
its claims are undisputed or recognised by declaratory judgment.
5.8 The assignment of all claims of the Customer against us to third
parties requires our prior written consent hereto to become valid.
6. Delivery and Passing of Risk
6.1 The risk passes to the Customer upon delivery of the items to theagreed place or handing over of the items to the forwarding agent or toanother person ordered to carry out the shipment.
6.2 The Customer has to accept our deliverables if they are without
visible defects or if such defects relate only to an insignificant part ofthe delivery. Customer's rights to demand removal of the defects are
not affected thereby.
7. Retention of Title
7.1 The following securities are granted to us until all accounts
receivable (including balances receivable) due to us from theCustomer now or in future, whatever the legal ground may be, havebeen settled. Upon request we will unblock these securities at ourdiscretion completely or partially.
7.2 The goods remain our property until the receivables according toparagraph 7.1 have been settled. Processing or modification of thegoods by the Customer shall always be effected on our behalf as themanufacturer, but without any obligation on our part. If our (co-)title
expires due to combination, mixing or processing, it is already now
agreed that the (co-)title of the Customer in the new product devolves
upon us in the ratio of the value of goods supplied by us (invoicedvalue). The Customer shall hold our (co-)title in safe custody free ofcharge. Goods, in which we have a right to (co-)title, are hereinafterreferred to as goods under retention of title.
7.3 The Customer shall be entitled to process and sell the goods
under retention of title within the ordinary course of business unless it
is in payment default. In particular, pledges, assignments as security,or the sale and leaseback procedure are inadmissible. The Customer
hereby assigns to us to the full extent by way of security all receivablesfrom the resale or from any other cause in law (insurance, torts) inrespect of the goods under retention of title. We authorise theCustomer, until revoked, to collect the receivables assigned to us for
its account and in its own name. At our request, the Customer shalldisclose the assignment, furnish the necessary information, andsubmit all essential documents.
7.4 In the event of any third party action aimed at obtaining the goods
under retention of title, the Customer shall notify such party of ourproperty and immediately inform us about such action. The Customer
shall defray the costs and accept responsibility for the damage
resulting in connection with any third party action aimed at obtaining
the goods under retention of title.
7.5 We may revoke the authorisation to dispose of the goods underretention of title and the authorisation to collect the receivablesassigned to us at any time, if the Customer is in breach of any
obligation owed to us.

7.6 In the event of the Customer acting in breach of contract – inparticular in the case of default of payment - we are entitled to takeback the goods delivered under retention of title at Customer's
expense or, where appropriate, to demand assignment of theCustomer's claims for return of the goods from third parties. Any
repossession or attachment of the goods delivered under retention oftitle shall not involve a rescission of contract - unless the Consumer
Credit Law applies.
8. Warranty
8.1 Within the scope of the following provisions we guarantee that, atthe time of passing of risk of the delivery or service, the products
delivered and services rendered are free of defects that would reducethe value or restrict the suitability in normal use of the goods orservices or in their use agreed according to contract.
8.2 All products and services having a defect during the warranty
period, shall - at the discretion of the Supplier - be subsequently
improved free of charge, re-supplied or performed afresh, provided
that the cause of such defect is based on a material or legal defectwhich existed already at the time of passing of risk. Wear and tear bynormal use and defects caused by improper use, improper handling,transport and storage, respectively, as well as by non-observance ofmanufacturer's, mounting or operating instructions, are not warranted.
8.3 Unless otherwise agreed in writing, the details about our products,
in particular illustrations, drawings, technical data and references tostandards and specifications contained in our catalogues, do notrepresent any guarantee regarding quality and durability, but are only
descriptions or markings. This applies mutatis mutandis to the deliveryof samples and specimens.
8.4 The Customer shall inspect the goods immediately after delivery,
even if samples and specimens had been provided beforehand, andnotify us in writing without delay of any defects, including hidden
defects, or differences in quantity. Otherwise, the goods shall bedeemed as accepted, unless defects are concerned that could not bedetected during the inspection.
8.5 The warranty period shall be agreed and begin individually upon
contract conclusion.
8.6 The costs accruing by any unjustified notices of defects shall beborne by the Customer. Lump-sum cost burdens for notices of defects
given by Customers shall not be accepted.
8.7 Insofar as we act as a Supplier of materials or parts to ourCustomers, we are not subject to any liability according § 478 of theGerman Civil Code [BGB].
8.8 Further claims are excluded, unless otherwise stipulated in theseTerms and Conditions of Sale.
9. Limitation of Liability
Claims for damages, whatever the legal ground may be, are excluded
against us as well as against our legal representatives and vicarious
agents, unless in cases of willful misconduct or gross negligence. The
legal liability remains unaffected; on principle, the liability is limited inreason and amount to the foreseeable typical damage.
10. Packaging and Shipment
The goods are packed subject-specifically and according tocommercial points of view. If company-owned packing or rented
containers are used, the Customer or its transport agents have to send
them back to us without delay.
11. Place of Performance, Place of Jurisdiction
11.1 The place of performance for both parts of the contract and for
all rights and duties, is our place of business.
11.2 The place of jurisdiction for all disputes arising from any
business under these General Conditions is also our place ofbusiness, for legal actions taken by us as well as for such taken
against us.
12. Final Provisions
12.1 The relations between the Customer and us are exclusively
governed by the law of the Federal Republic of Germany.
12.2 The applicability of the Conflict of Laws Provisions, as well as ofthe UN Sales Convention is excluded.
12.3 Should any provision of these General Conditions or a provision
within the framework of other agreements be or become invalid orimpracticable, the validity of the other provisions or agreements shallnot be affected hereby. The invalid or impracticable provision shall bereplaced by a valid provision that most closely reflects its economic
intent.

Version 1 / 01.04.2019