GENERALTERMS AND CONDITIONS OF SALE,
DELIVERY AND PAYMENT
Status: December 2022

1.
1.1

1.2

1.3

1.4

Scope
The "Services" (sale, work delivery, work and service) between us- KARL MAYER (China) Ltd. (in each case "KARL MAYER" or "we")and our respective customers ("Customer") shall be based on thefollowing General Terms and Conditions of Sale, Delivery andPayment (hereinafter referred to as "GTC"). The Customer and
we are hereinafter also referred to as the "Parties" and individually as a "Party".
Terms and conditions of the Customer that deviate from or supplement these GTC will not be recognized unless KARL MAYER
has expressly agreed to their validity in writing. The GTC also apply if KARL MAYER carries out the delivery without reservation in
the knowledge of conflicting or supplementary conditions of the
Customer. Within the framework of ongoing business relationships, these GTC will also apply to future transactions. These GTC
also apply if no express reference is made to them.
Individual agreements made with KARL MAYER in individual cases(including ancillary agreements, supplements and amendments)
take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation is decisive
for the content of such agreements.
Customer refers to any natural or legal person or non-legal-person organization who/that enters into a legal transaction for purposes that can be primarily attributed either to their commercial
or to their independent professional activity. Consumer under
the text of Chinese laws and regulations is not Customer hereof.

2.3

3.
3.1

3.2

3.3
3.4

3.5
2.
2.1
2.2

Offers, conclusion of contract and declarations
KARL MAYER's offers are subject to change and are non-binding,unless expressly stipulated otherwise.
All agreements made between KARL MAYER and the Customer
upon conclusion of the contract are set out in full in writing in the
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contract subject to these GTC, including these GTC. The employees of KARL MAYER are not authorized to make verbal promisesthat deviate from or go beyond the written contractual agreement.
One-sided legally binding declarations and notifications by the
Customer in relation to the contract subject to these GTC (suchas, in particular, notices of defects or setting of additional deadlines) must be made in text form. Further legal requirements remain unaffected.
Prices and terms of payment
The prices quoted are EXW KARL MAYER's registered domicile
and unregistered business offices (the addresses of the businessoffices are indicated on the last page of the GTC) in accordancewith ICC Incoterms 2020. VAT is not included in the prices shown;
it will be shown separately on the invoice at the statutory rateapplicable at the time, insofar as it is incurred.
We are entitled to invoice our services electronically. The Customer agrees to the sending of invoices, credit notes and, if applicable, reminders by e-mail in pdf format and must therefore provide us with an e-mail address to ensure receipt of these electronically sent documents.
Assembly / commissioning shall be invoiced on a time basis, unless a fixed price has been expressly agreed.
The Customer shall raise objections to invoices within 14 days ofreceipt of the invoice at the latest; otherwise the invoice in question shall be deemed to have been approved.
Unless otherwise agreed, invoices shall become due for payment
as agreed by Karl Mayer and Customer in order confirmation orother documents. Cheques shall only be accepted on condition offulfilment. The Customer shall agree to receive invoices by electronic transmission.

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3.7

3.8

3.9

4.
4.1

4.2

4.3

The Customer shall only be entitled to a right of retention if it isbased on a counterclaim from the same contractual relationshipthat is undisputed, ready for a decision or established by a final
court decision. Offsetting by the Customer is excluded insofar as
the Customer's counterclaim is not legally established, ready fordecision or undisputed.
In the event of default in payment, KARL MAYER is entitled towithhold the provision of outstanding services and to make it dependent on the payment of all outstanding items by the Customer and generally only to execute against advance payment or
the provision of security. KARL MAYER is also not obliged to takeany further measures in order to comply with further delivery
dates and quantities (e.g. purchasing, production preparation,etc.). If the Customer does not comply with KARL MAYER's request for advance payment or provision of security within a reasonable period of time, KARL MAYER will be entitled to withdraw
from the same contract in whole or in part.
If, after the conclusion of the contract subject to these General
Terms and Conditions, KARL MAYER has solid evidences of circumstances that are likely to significantly reduce the creditworthiness of the Customer and as a result of which the payment of
the outstanding claims of KARL MAYER by the Customer from therespective contractual relationship is at risk, KARL MAYER is entitled to withhold its performance until the Customer has paid. After setting a corresponding deadline for concurrent performanceor provision of security, KARL MAYER can also withdraw from thecontract and demand compensation for damages.
If, from the time of the conclusion of the contract subject tothese GTC until the time of the performance of the service, thecosts have increased by more than 5% due to a change in themarket price for raw materials or the costs for purchased parts ordue to personnel costs or an increase in the fees charged by third
parties involved in the performance of the service, KARL MAYER
can demand a correspondingly higher price. If this is 20% or more
above the agreed price, the Customer has the right to withdraw
from the contract. This right must be asserted immediately after
notification of the increased price. KARL MAYER will also take this
into account in the price in the event of a reduction of more than
5% in the aforementioned costs.
Delivery period and delivery conditions
Delivery shall be EXW KARL MAYER's registered domicile or unregistered business offices in accordance with ICC Incoterms®
2020. If the Customer is in default of acceptance, the risk shallpass to the Customer.
Delivery deadlines are only binding if they have been expressly
agreed in writing as binding; they are met if the goods have been
dispatched or are ready for dispatch by their expiry and the Customer has been notified of this. Compliance with the delivery periods shall be subject to the timely and proper fulfilment of all
obligations of the Customer, in particular, to the extent necessary, the clarification of all essential preliminary technical questions with the Customer and the submission of all necessary documents such as specifications and drawings and the provision ofother necessary information (order clarification). In addition, it issubject to correct and timely self-delivery to us, insofar as wehave taken reasonable measures in accordance with the courseof business and we cannot be accused of gross negligence in theselection of the supplier(s) or the specific procurement.
Events for which KARL MAYER is not responsible and which prevent us from providing the service (including "force majeure")
will release KARL MAYER from fulfilling its contractual obligations

4.4

4.5

4.6

5.
5.1
5.2

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for the duration of the event. Such events are in particularstrikes, operational disruptions, lawful lockouts, politicalmeasures or official orders, embargoes, customs duties, worldwide transport problems, shortages of raw materials or primarymaterials or suppliers, the effects of pandemics or epidemics,
fire, flood, severe weather, natural disasters, war, sabotage, andother events of force majeure In the case of a pandemic or epidemic, this also applies if this had already occurred at the time
the contract was concluded, provided that KARL MAYER was notaware of its effects on the contract and could not have foreseenthem as probable. This also applies if these circumstances occur
at our suppliers or their upstream suppliers.
KARL MAYER undertakes to inform the Customer immediately ofthe occurrence and expected duration of such events. The delivery time shall be extended by the duration of the hindrance plus
a reasonable start-up phase. If the impediment is permanent or,in the case of a temporary impediment, if it is no longer reasonable for one of the parties to adhere to the contract due to the duration of the impediment, each of the parties shall be entitled towithdraw from the contract, but the Customer shall only be entitled to do so after prior written (email suffices) notice within areasonable period. As a rule, an unreasonable duration is to be
assumed in the event of an impediment of more than threemonths. KARL MAYER will immediately reimburse the Customer
for any consideration already paid in the event of withdrawal.
The fulfilment of KARL MAYER's contractual obligations is subject
to correct and timely self-supply. If KARL MAYER's supplier is only
temporarily prevented from delivering, the delivery period will
be extended appropriately without KARL MAYER being in default.
If the supplier is permanently unable to deliver or if one of theparties can no longer reasonably be expected to adhere to thecontract due to the duration of the hindrance, each of the parties
is entitled to withdraw from the contract after prior notice.
Clause 4.3 sentences 4 and 5 apply accordingly. In this case, KARL
MAYER already now assigns to the Customer any claims for damages due to delay to which it is entitled against the supplier. The
Customer accepts the assignment.
If we fail to perform or are in default of delivery due to slight
negligence, the Customer must grant us a reasonable grace period of at least half the original delivery period, but not less than
20 working days. The Customer may then withdraw with effectfor the unfulfilled transactions if the legal requirements are met.
The Customer shall only be entitled to claims for damages due todelay insofar as our liability is not excluded or limited in accordance with these GTC and even then these shall be limited to thedamage foreseeable at the time of conclusion of the contract,
but in total to a maximum of 5% of the net purchase price of thedelayed performance insofar as this cannot be used by the Customer in good time or in accordance with the contract as a resultof the delay or non-delivery. We reserve the right to prove that
the Customer has not suffered any damage at all or only significantly less damage than the damage claimed.
Scope of delivery and quality
KARL MAYER is entitled to make partial deliveries, provided thatthey are not unreasonable for the Customer.
Unless otherwise agreed, KARL MAYER shall deliver within thetolerances permitted by the relevant applicable industrial standards.
Technical modifications by us that are necessary due to changes
in the law or that serve the purpose of technical further development are also permissible after the conclusion of the contract,insofar as this does not result in a significant change in functionor the Customer proves that the modification is unreasonable forhim; unreasonableness does not come into consideration if themodification represents a technical improvement or is owed toan expectation of the traffic or legal or official requirements.
6.
6.1

6.2

6.3

6.4

6.5

6.6

6.7

7.
7.1

Product documents, duty to examine, reservation of rights, confidentiality, property rights
Our documents, illustrations, drawings, details of performance,
weights and dimensions in catalogues, product sheets and/or on
our website only represent approximate values. They are not indications of the quality of the goods unless they are expressly
designated as binding. We reserve the right to make improvements and changes to the extent customary in the trade and reasonable for the Customer.
Our technical drawings and/or descriptions must be checked by
the Customer. The inspection and confirmation shall be made by
returning a copy with a confirmation note from the Customer
within two weeks of receipt by the buyer. If the Customer waives
confirmation and return, this shall not release him from the obligation to check and the confirmation shall be deemed to havebeen made. Desired corrections must be communicated to us immediately and require our written confirmation. Additional costs
incurred due to drawings and/or descriptions not being checkedby the Customer or not being checked in good time will be invoiced separately by us.
We exclusively reserve unrestricted ownership and all our (exploitation) rights to our offers, drawings, illustrations, models,plans and other documents as well as information in tangible andintangible, in particular electronic form, as well as to all data, experience, know-how, inventions, industrial property rights, designs, samples and trademarks (all of the above "Information").
All information not already in the public domain shall be treatedconfidentially and shall not be made available to third parties.
Physical and intangible information shall be returned immediately at any time upon request or if no transaction takes place,and electronic information shall be deleted immediately. We undertake to make information and documents designated as confidential by the Customer accessible to third parties only with theCustomer's consent.
If the property rights of third parties are infringed in the courseof deliveries according to drawings or other information provided
by the Customer, the Customer shall be obliged to indemnify us
against all claims.
Insofar as the Customer has to procure documents, he is responsible for their completeness and correctness and for the timeliness of the procurement.
KARL MAYER is entitled to provide the Customer with parts of theoperating instructions in digital form only, insofar as these do notcontain any information relevant to safety and health protection.
If, on the other hand, information relevant to safety and healthprotection is contained, KARL MAYER will provide the Customer
with the relevant parts of the operating instructions in paper
form as a supplement.
Assembly and commissioning
In so far as KARL MAYER undertakes the installation, assembly
and/or commissioning in addition to the delivery, the Customer
undertakes to do so at its own expense,a) to grant KARL MAYER unhindered and safe access to theplace of performance and to ensure that KARL MAYER has sufficient space available for the performance of the service;

7.2

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7.4

8.
8.1

8.2

8.3
8.4

9.
9.1

9.2

Page 3/6b) to provide KARL MAYER with all the information and data required for the provision of the service correctly, completely andin good time;c) ensure the necessary power supply, sufficient lighting andthe supply of compressed air and water during the execution of
the work;d) to provide in good time and to the agreed extent any operating and working equipment to be provided by the Customer andany necessary and suitable assembly assistants;e) to provide suitable recreation rooms and sanitary facilities for
the KARL MAYER employees deployed, as well as dry and lockable rooms for the storage of KARL MAYER's materials and tools;f) to perform any necessary preparatory work completely andproperly.
The Customer must inform KARL MAYER in good time of thesafety regulations applicable at the place where the work is to be
performed and take all the necessary measures to protect KARL
MAYER's employees from safety and health risks during the performance of the work.
The Customer must ensure that the assembly can be started immediately after the arrival of our assembly personnel and carriedout without delay until acceptance by us.
Immediately after notification of the completion of the installation, a joint inspection of the plant components and systems
shall take place. A written protocol or assembly report to besigned jointly shall be recorded, which confirms that the assembly has been completed. Identified residual work and defects
shall be stated in the report.
Acceptance
The Customer is obliged to accept contractual deliveries or services as soon as he has been notified of their completion in writing or verbally and a trial run of the assembled delivery item hastaken place, if provided for in the contract. Acceptance may not
be refused due to insignificant defects. The deliveries and services are deemed to have been accepted when the delivery and,if KARL MAYER is also responsible for the installation, the installation has been completed, KARL MAYER has notified the Customerof this and has requested the Customer to accept the delivery
within a reasonable period of time, unless the Customer refuses
to accept the delivery within this period of time and notifies KARL
MAYER of a defect that is not merely insignificant.
If the assembly proves not to be in accordance with the contract,
we shall be obliged to remedy the defect. This shall not apply if
the defect is insignificant for the interests of the Customer or isdue to a circumstance attributable to the Customer.
However, the Customer shall only have the right to remedy thedefect itself after prior consultation with us.
If acceptance is delayed through no fault of our own, acceptanceshall be deemed to have taken place after two weeks haveelapsed since notification of completion of the installation; thesame shall apply if KARL MAYER issues a (final) invoice after two
weeks have elapsed since notification of completion of the installation.
Liability for defects
Deficiencies shall be deemed to exist if deliveries and services deviate not only insignificantly from the agreed target quality at thetime of transfer of risk.
We do not accept any liability for defects (co-)caused by unforeseeable or improper use, the use of unsuitable operating materials, incorrect or negligent handling or storage, impropermaintenance, spare parts, chemical, electrochemical or electricalinfluences or as a result of natural wear and tear or corrosion not
resulting from a manufacturing defect..
9.3 We sell used equipment as viewed, excluding any warranty, except for intent and fraudulent intent.
9.4 Immediately upon receipt of the goods, the Customer shall inspect them for compliance with the contract, in particular forcompleteness and condition and, if applicable, transport damage.
Noticeable deviations, defects and damage must be reported to
us immediately, as well as before processing or treatment and at
the latest within 7 days after receipt, hidden defects within thesame period after discovery, by written notification with detailed
explanation. Otherwise the warranty shall lapse. Transport damage must be noted on the consignment note and the delivery
note and confirmed by the driver's signature.
9.5 If the Customer has duly complied with his obligations to give notice of defects in accordance with clause 9.4, he shall be entitledto the statutory warranty rights in the event of a defect in accordance with the following provisions:9.5.1 The choice of the type of subsequent performance is incumbent
on the seller. In the event of defects, we shall provide warranty
by subsequent performance in the form of rectification or replacement delivery at our own expense at the place of the original delivery.
9.5.2 If the Customer has installed the defective goods in anotheritem or attached them to another item in accordance with theirnature and intended use, the Customer may only claim compensation for the necessary expenses for removing the defective
goods and installing or attaching the repaired or delivered nondefective goods ("removal and installation costs") under the following conditions: Only such removal and installation costs are
required which are reasonably necessary and reasonable according to objective standards. Disproportionate are removal
and installation costs (1) whose value is disproportionate to therepaired or delivered goods and (2) which do not directly concern the removal or dismantling of the defective goods and theinstallation or fitting of repaired or delivered goods. Additional
expenses arising from the fact that the goods are located at aplace other than the agreed or presumed destination shall beborne by the Customer. The Customer shall grant us the necessary time and opportunity to carry out the subsequent performance; otherwise the warranty shall lapse. Expenses incurred by
the Customer to remedy defects himself shall not be reimbursed. Replaced goods become our property. The Customer
must return them to us at his own expense.
9.5.3 Claims for damages shall only exist under the conditions agreed
under Clause 10.
9.6 The warranty period for claims for defects is 12 months, calculated from delivery of the goods or, if acceptance is provided forby contract or by law, from acceptance.
9.7 KARL MAYER provides a warranty for spare parts installed in thecourse of the rectification of defects on the basis of the purchase
contract until the expiry of the warranty period of the purchased
item.

10.2 Insofar as KARL MAYER, its organs, executive employees and vicarious agents cannot be charged with intent or gross negligence,
the liability for damages is limited to the foreseeable damage
typical for the contract.
10.3 We shall not be liable in the event of a slightly negligent breachof an obligation which is not an essential contractual obligation.
10.4 Insofar as our liability is excluded or limited, to the extent permitted by law, this shall apply equally with regard to a personal liability for damages of our organs, employees, representatives andvicarious agents towards the buyer.
10.5 Liability for culpable injury to life, limb or health remains unaffected; this also applies to liabilities under the Product Quality
Law of the People’s Republic of China.
11. Security; retention of title
11.1 For deliveries and services, we are entitled to request from theCustomer an unconditional, unlimited and irrevocable security ofa European bank or a PRC bank letter of credit confirmed by a
PRC bank for the payment of the purchase price.
11.2 The goods remain our property ("retention of title") until all ourclaims arising from the business relationship have been settled infull. This means that KARL MAYER retains ownership of the goods
until all payments arising from the business relationship with theCustomer have been received. If there is a current account relationship between the Customer and KARL MAYER, the retentionof title also refers to the respective recognised or causal balance.
11.3 The Customer shall treat the reserved goods with care and is
obliged to insure them at his own expense against fire, water andtheft.
11.4 The Customer is not entitled to pledge the reserved goods or toassign them to third parties as security. In the event of seizures
or other interventions by third parties, the Customer must notify
KARL MAYER in writing without delay. Insofar as the third party is
not in a position to reimburse KARL MAYER for the judicial andextrajudicial costs incurred to avert the intervention, the Customer will be liable for the loss incurred by KARL MAYER.
11.5 If the reserved goods are combined with other items to form a
uniform item or are inseparably mixed or blended and if one ofthe other items is to be regarded as the main item, the Customer
will transfer to KARL MAYER the co-ownership of the uniform
item or of the total quantity on a pro rata basis in the ratio of theinvoice value of the reserved goods to the invoice value of theother mixed or blended items.
11.6 If the retention of title is not effective under the law in whosearea the goods are located, the security corresponding to the retention of title or the assignment in that area shall be deemed
agreed. If the Customer's cooperation is required for the creation, the Customer shall be obliged to take all reasonablemeasures (such as registration or publication requirements) at its
own expense which are necessary for the creation and maintenance of such rights.
12.

10. Liability
10.1 KARL MAYER is liable to the Customer in accordance with thestatutory provisions for intent or gross negligence on the part of
KARL MAYER or a culpable breach of an essential contractual obligation. Material contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract and on
whose fulfilment the Customer regularly relies and may rely.
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Disposal
For the delivered goods, we offer the Customer, at the Customer's request to be expressed in writing at the time of conclusionof the purchase contract, to take over the disposal of the packaging materials against reimbursement of the reasonable costs actually incurred in accordance with the statutory provisions. Otherwise, the Customer shall assume the obligation to properly dispose of the packaging materials supplied at his own expense inaccordance with the statutory provisions.

13. Software usage13.1 When delivering software, KARL MAYER grants the Customer a
non-exclusive and non-transferable right to use the software inaccordance with the contract for the operation of the delivered
goods. Unless otherwise agreed, the right of use applies in the
territory of the People’s Republic of China (for purpose of thecontract, the Hong Kong Special Administrative Region (HKSAR),
the Macao Special Administrative Region (MSAR) and Taiwan region not included).
13.2 With the exception of the right to make a backup copy, the Customer is not entitled to reproduce the software unless expressly
agreed otherwise.
13.3 Unless expressly permitted by KARL MAYER, the Customer is notentitled to modify, reverse engineer, translate or separate partsof the software. Copyright notices, serial numbers and other features serving to identify the software may not be removed orchanged.
13.4 The Customer is obliged to prevent unauthorised access to thesoftware by third parties by taking appropriate precautions.

14. Infringement of property rights
14.1 If the property rights of third parties are infringed in the courseof deliveries according to information provided by the buyer, theCustomer shall be obliged to indemnify us against all claims.
14.2 Claims due to infringements of industrial property rights do notexist if these are based on the fact that the goods have been
modified by the Customer or used together with products not
supplied by KARL MAYER.
15. Compliance and ethics obligations
15.1 The Customer undertakes to comply with all applicable laws, ordinances and regulations, in particular also those relating to environmental protection, competition, product safety, data protection and occupational safety.
15.2 The contract subject to these GTC shall be conducted in accordance with the principles of fair competition. The Customer warrants that it will not engage in any illegal agreements restricting
competition.
15.3 The Customer shall take appropriate measures to ensure that its
legal representatives and employees do not offer, promise or
grant any undue advantages in order to influence business decisions and do not accept any such advantages themselves. The
Customer shall actively and consistently counteract any criminalor unethical influence on decisions of KARL MAYER or other companies and institutions and shall take action against bribery in its
own company.
15.4 The Customer undertakes to disclose to KARL MAYER, upon request, the beneficial owner behind the company for money laundering prevention purposes.
15.5 The Customer shall conduct its business in an ethical and socially
responsible manner and with integrity and work towards sustainable economic success. The Customer will not permit or tolerate
any form of discrimination based on race, caste, national origin,religion, disability, gender, sexual orientation, trade union membership, political affiliation or age. The Customer will work to ensure that its employees treat every person with respect, regardless of their origin, worldview or lifestyle, and respect the sanctity and protection of the dignity of every individual.
15.6 The Customer is obliged to ensure the implementation and monitoring of the aforementioned compliance and ethics obligations

by means of an internal social responsibility strategy and a corresponding internal procedure. An internal reporting system for violations of these compliance and ethics obligations shall be established. Employees who make reports shall not be disciplined
or disadvantaged for doing so. The Customer is obliged to actively investigate suspected cases.
15.7 The compliance with the above compliance and ethics obligations may be verified either by KARL MAYER itself or by an independent auditor appointed by KARL MAYER and bound to secrecy
vis-à-vis third parties after prior notice during normal businesshours.
15.8 In the event of a breach of the aforementioned obligations of thisClause 15, KARL MAYER is entitled to terminate any frameworkagreements subject to these GTC with immediate effect by way
of notice of termination and/or to withdraw from existing individual agreements without being liable to pay damages to theCustomer. Unless it is a serious breach, this right presupposesthat KARL MAYER has first given the Customer the opportunity toremedy the situation within a reasonable period of time and that
the Customer has not complied with this or has repeatedly
breached the principles set out here. KARL MAYER's claims fordamages remain unaffected.
16. Export control
16.1 The conclusion and performance of the contracts subject tothese GTC are subject to admissibility under export control law inaccordance with applicable laws, including but not limited to thelaw of PRC, German, EU, US and other national law when applicable.
16.2 The Customer is obliged to observe export and/or import conditions and restrictions. He shall also provide us with all relevant information. Otherwise he shall indemnify us against all consequences. If the Customer becomes aware of circumstances thathinder the import of the goods, he shall inform us thereof without delay. If the procurement of necessary export documents is
uncertain, we are entitled to withdraw from the affected contract subject to these GTC.
16.3 If KARL MAYER owes the delivery to a destination outside the European Union, and if KARL MAYER has doubts regarding the applicability of export control restrictions, it can obtain legally binding information from the competent authorities in order to dispel
these doubts and is entitled to postpone the delivery date accordingly until the information has been provided. If the contract
subject to these GTC cannot be fulfilled due to applicable restrictions under export control law, in particular due to non-issuance of the required licences by the competent authorities, either party may withdraw from the contract in whole or in part inaccordance with this clause 16.3 by written declaration to theother party without notice. KARL MAYER can also withdraw fromthe contract in whole or in part without notice by written declaration to the Customer if the Customer does not provide the necessary information and documents within six weeks of being requested to do so by KARL MAYER.
16.4 In the event of withdrawal, KARL MAYER is entitled to reimbursement of costs for work already carried out up to that point.
16.5 KARL MAYER is entitled but not obliged to take legal or extra-legal action against negative decisions of the competent authorities or, in the event of an unreasonably long duration of the official procedure, to seek legal protection from the courts.
16.6 Claims against KARL MAYER for compensation for damages resulting from delayed delivery or non-performance due to export
control restrictions or the clarification of doubts in this respect

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are excluded, unless the delay or impossibility is due to intentional or grossly negligent behaviour on the part of KARL MAYER.
17.
17.1

17.2

17.3

17.4

17.5

17.6

Transfer; choice of law; place of performance; arbitration andjurisdiction agreement; severability clauseTransfers of rights and obligations of the Customer arising fromthe transaction require our written consent to be effective. This
shall not apply insofar as money claims in commercial transactions are concerned.
These GTC, the contractual relationship between us and the Customer, as well as each individual performance under these GTC
shall be governed by the laws of the People’s Republic of China,
excluding the UN Convention on Contracts for the International
Sale of Goods (CISG) and the conflict of laws rules.
Our registered domicile as shown in the commercial register isthe exclusive place of performance for all delivery and payment
obligations, unless otherwise agreed.
Place of jurisdiction for all disputes arising from and in connection with the contract with Customers incorporated in China or
domiciled in China shall be People’s Court where KARL MAYER locates, Wujin People’s Court, Changzhou, China. Apart from that,the place of jurisdiction shall comply with the law.
If the Customer is domiciled outside the territory of the People’s
Republic of China (for purpose of the contract, the Hong Kong
Special Administrative Region (HKSAR), the Macao Special Administrative Region (MSAR) and Taiwan region not included), it isagreed that all disputes arising out of or in connection with thepresent contract shall be submitted to the Shanghai International
Arbitration Center (“SHIAC”) for arbitration conducted in accordance with the rules and procedures of SHIAC in force at the timeof arbitration. The place of arbitration shall be Shanghai. The language of the arbitration shall be English. The arbitration award
shall be final and binding upon both parties.
If one or more of the above provisions should be or become invalid in whole or in part, this shall not affect the validity of theother provisions, which shall remain agreed. The ineffective provision shall rather be replaced by an effective one which mostclosely corresponds to the intended economic purpose. The
same shall apply if a loophole in need of supplementation arises
during the performance of the contract.

Contact and address of the business offices:
Haining Office
Address:
Nr. 24, Fengshou Road, Warp Knitting Zone, Maqiao Town, Haining City, Zhejiang Province, Zip Code 314400
Tel: 0573-87299528 Fax: 0573-87299528
Changle Office
Address:
Shop area, Building Nr. 2, Living area, High-sun Company, Wenwusha Town, Changle City, Fujian Province, Zip Code 350200.
Tel: 0591-28808071 Fax: 0591-28808073
Shantou Office
Address:
Nr.788, Guangxiang Road, Xiashan Town, Chaonan District, Shantou City, Guangdong Province, Zip Code 515144
Tel: 0754-87755152 Fax: 0754-89958860

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Note: Since any transaction contract between us andany Customer is fully negotiated by both parties, andindividual agreements made with us in individual
cases (including ancillary agreements, supplements
and amendments) will take precedence, these GTC
shall not be deemed as standard terms in the legal
sense. Even so, we strongly recommend the Customer
to peruse the parts in black font in these GTC and to
be aware of the related risks.