General Terms of Sale and Deliveryof Getzner Spring Solutions GmbH

1. GeneralGetzner Spring Solutions GmbH operates solely according to the following Termsand Conditions. These terms govern all agreements to be concluded with Getzner
Spring Solutions GmbH and form the basis for all quotations. They also apply to
all future business relations, even if they are not expressly agreed again. However,
if it has been agreed that the German Construction Contract Procedures Part B(VOB/B) are applicable, the rules set forth therein take precedence.
Deviating General Terms and Conditions of the contractual party are hereby rejected. Supplementary agreements require the written form and are binding only
when conirmed in writing by Getzner Spring Solutions GmbH. The same applies toverbal assurances.
2. Quotations
Our quotations are always subject to change and are non-binding. This also applies
to all accompanying documents, illustrations, weight speciications and dimensions.
All documents remain the property and copyright of Getzner Spring Solutions
GmbH. Any reproduction or disclosure to third parties is prohibited without the prior written consent of Getzner Spring Solutions GmbH.
3. Delivery and performance
Getzner Spring Solutions GmbH is entitled to deviate from an order to deliver improved products. Delivery deadlines are binding only if agreed in writing. For operational reasons, Getzner Spring Solutions GmbH is entitled to deliver goods fourteendays prior to or following the delivery date.
In the event of delays resulting from force majeure or other circumstances beyond the control of Getzner Spring Solutions GmbH (this also includes delays byupstream suppliers) or material procurement dificulties, delivery and performancedeadlines are extended for the duration of the impediment plus an appropriate leadtime. Because of the unfulilled part of the contract, Getzner Spring Solutions GmbHis entitled to withdraw from the contract in part or in full. If the impediment lasts
for more than three months, the customer is entitled to withdraw from the contract
after an appropriate grace period with regard to the still unfulilled part of the contract. The customer is only entitled to claim damages if the delay in delivery hasarisen from wilful or gross negligence or non-observance of a written assurance on
the part of Getzner Spring Solutions GmbH.
4. Transfer of risk
Risk transfers to the customer as soon as the consignment has been handed overto the carrier or has left the warehouse of Getzner Spring Solutions GmbH for shipping. If shipment is delayed at the customer‘s request, the risk passes to the customer upon notiication that the goods are ready for shipment. If the customer isin default of acceptance, the risk of accidental loss or deterioration of the goods
passes to the customer.
5. Place of performance
The place of performance for all contractual obligations is the headquarters ofGetzner Spring Solutions GmbH.
6. Warranty and liability
The customer shall inspect the delivered goods immediately upon receipt, conirm
acceptance of the services rendered and shall notify Getzner Spring Solutions
GmbH in writing within eight days of any defects or incomplete deliveries. Defects
not detected upon careful inspection within this period are to be reported to Getzner Spring Solutions GmbH in writing immediately upon discovery. In the case ofthird-party products, the liability of Getzner Spring Solutions GmbH shall be limited
to assignment of the claims to liability accruing to it against the supplier of thethird-party product.
If Getzner Spring Solutions GmbH is directly liable, Getzner Spring Solutions GmbHwill choose whether remedial action should take the form of repair or replacementof the object of the contract or parts of the same. The warranty period relects thestatutory regulations and commences upon the transfer of risk.

rance that protects the buyer against the risk of such loss. Liability is limited to thelosses that could have been foreseen at the conclusion of the contract. In any case,the seller‘s liability as set out in the German Product Liability Act (Produkthaftungsgesetz) and other claims on the grounds of producer liability remain unaffected.
7. Reservation of title
Until settlement of all claims (including all balances arising from current accounttransactions) to which Getzner Spring Solutions GmbH is entitled against the customer now or in the future for any legal reason whatsoever, Getzner Spring Solutions
GmbH shall be granted the following securities which shall be released upon request
and at its discretion, insofar as their value exceeds the claims by more than 20%
on a long-term basis:— The goods remain the property of Getzner Spring Solutions GmbH. Processing orreforming shall always be performed for Getzner Spring Solutions GmbH as themanufacturer, but without incurring any obligations on its part. If the (co-)ownership of Getzner Spring Solutions GmbH expires due to combination of the goods,
it is hereby agreed that the customer‘s (co-)ownership of the uniied item shallpass to Getzner Spring Solutions GmbH proportionately according to its invoicevalue. The customer shall store the goods for Getzner Spring Solutions GmbH
free of charge. Goods for which Getzner Spring Solutions GmbH is entitled to (co-)
ownership are hereinafter referred to as the reserved goods.
— The customer is entitled to process or sell the reserved goods in the ordinary
course of business, as long as the customer is not in default. Pledges or collateralassignments are not permitted. The customer hereby assigns to Getzner Spring
Solutions GmbH by way of security and in full all claims (including all balances
arising from current account transactions) arising from the resale or another legal basis (insurance, unlawful action) in respect of the reserved goods. Getzner
Spring Solutions GmbH hereby grants the revocable authorisation to the customer to collect the claims assigned to Getzner Spring Solutions GmbH in its own
name on behalf of Getzner Spring Solutions GmbH. This collection authorisation
can only be revoked if the customer fails to fulil his payment obligations.
In the event of any action by third-party against the reserved goods, particularlyin the case of distraint, the customer will refer to the ownership of Getzner Spring
Solutions GmbH and inform Getzner Spring Solutions GmbH immediately so thatit can exercise its right of ownership. Should the third party not be in a position toreimburse Getzner Spring Solutions GmbH for the judicial and extra-judicial costs
incurred in connection with these proceedings, the customer shall become liable
for such costs.
If the customer is in breach of contract – in particular in the event of a default inpayment – Getzner Spring Solutions GmbH is entitled to reclaim the reserved goods
or, if applicable, to demand assignment of the customer‘s claims for return against
third parties. The recovery and seizure of the reserved goods by Getzner SpringSolutions GmbH shall not constitute withdrawal from the contract.
8. Prices and payment
Prices quoted by Getzner Spring Solutions GmbH are ex works unless otherwise
stated in the quotation or subsequent order conirmation. They do not include VAT;
this will be itemised separately on the invoice and charged at the statutory rate applicable on the date of invoicing. Neither do the prices include packaging, shipping
and transport insurance costs.
Unless otherwise agreed, invoices issued by Getzner Spring Solutions GmbH arepayable immediately and in full upon receipt of the invoice. Payments will always be
used to settle the oldest payable accounts plus the default interest accrued thereon,
regardless of any payment condition of the customer. A payment is only deemed
to have been made when the seller is able to access the amount. In the case ofcheques, payment is only deemed to have been made once the cheque has cleared.
The customer is only entitled to offset, withhold or reduce payment - even if notiications of defects or counterclaims have been made - if the counterclaims havebeen legally established or are not disputed. Payments to representatives without
written collection authority are not permitted.

If Getzner Spring Solutions GmbH chooses to repair the defect and this is not possible even after several attempts, the customer is entitled to demand a reductionin the purchase price or cancellation of the contract. However, the customer is notentitled to a replacement product. The customer is not entitled to correct the defecthimself by way of substitution, unless this is urgently required in order to prevent
disproportionately high losses or the operational safety of the customer is in serious jeopardy as a result of the defect.

9. Breach of contract
If the customer refuses acceptance of the agreed delivery, withdraws from the contract prior to delivery or the contract is not fulilled for any other reason for which
the customer is responsible, a lump sum liquidated damages payment amounting to
10% of the total contract value is payable for simpliied ascertainment and enforcement of the existing claim for damages.

Warranty claims against Getzner Spring Solutions GmbH and its subcontractors
and vicarious agents concerning impossibility of performance, positive breach ofcontract, faults upon conclusion of the contract or unlawful action are excluded
unless they are the result of gross or wilful negligence. This also applies to claims
for damages arising from breach of contract, however only insofar as compensation
for direct or consequential losses is required, unless the liability is based on an assu-This regulation is intended solely to facilitate claims settlement. Getzner Spring
Solutions GmbH expressly reserves the right to assert further claims for damages inexcess of the lump sum compensation payment. This does not affect the customer‘sobligation to fulil the contract. The preceding liquidated damage clause does notaffect the right of the customer to provide evidence that such damage did not occur
at all or is signiicantly less than the lump sum in question.

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10. Choice of law
The legal relationship between the customer and Getzner Spring Solutions GmbH isgoverned exclusively by the laws of the Federal Republic of Germany.
11. Jurisdiction agreement
Insofar as the customer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch) or a legal entity under public law, the place ofjurisdiction for all disputes between the parties arising directly or indirectly fromthe contractual relationship is Besigheim.
This place of jurisdiction also applies to non-merchants if the customer does nothave a place of general jurisdiction in Germany or moves his domicile or usual placeof residence abroad after conclusion of the contract.

AVL en © Copyright by Getzner Werkstoffe GmbH l 04-2016

Valid July 2015

Getzner Spring Solutions GmbH
Gottlob-Grotz Str. 1 74321 Bietigheim-Bissingen Germany T +49-7142-91753-0
F +49-7142-91753-50 info.stuttgart@getzner.com www.getzner.com
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