StandexMeder Electronics GmbH General Terms and Conditions of Sale (GTC)
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1. General, Scope of Application
1.1
Our General Terms of Sale and Delivery (GTSD) shall apply
exclusively. We do not recognize any of the Customer's terms andconditions that deviate from or contradict these, unless we haveexpressly acknowledged their validity in writing. The GTSD shallalso apply even if we execute the delivery without reservation while
being aware of any of the Customer's conditions that contradict ordeviate from them.
1.2
All agreements reached between us and the Customer duringcontract negotiations or in the execution of the main contract arelaid down in writing in this contract. No agreements were madeother than the ones contained herein. Additional verbal agreements
shall only apply if we confirm them in writing. The Customer shallhave the right to prove that an additional verbal agreement wasmade if written confirmation was waived.
1.3
These GTSD apply exclusively to entrepreneurs (as understood in
Section 14 of the German Civil Code [BGB]). An entrepreneurmeans a natural or legal person or a partnership with a legal
personality, who or which, when entering into a legal transaction,acts in exercise of his or its trade, business or profession.
2. Offer, Proposal Documentation
2.1
The purchase order signed by the Customer shall be a binding
offer. We shall be entitled to accept it within two weeks. If we havenot confirmed the order either verbally or in writing within this time
limit, the Customer's offer to enter into a contract shall be deemed
rejected. The written order acknowledgment (including in electronicform) shall be deemed acceptance of the purchase order, but thesending of an invoice or the partial or complete delivery of thegoods ordered shall also be deemed as such.
2.2
Our offers, but also in particular the details contained in price lists,brochures and offers, and offer-associated documents like
illustrations, drawings, descriptions, indications of weights anddimensions, performance and consumption data, as well as
particulars related to the usability of devices, shall be non-binding
unless otherwise provided for in the order acknowledgment or in
our offer. The details in the documents indicated shall only beapproximate guides unless we expressly affirm in writing that they
are binding. Minor deviations from such particulars used todescribe products shall be deemed to be approved and do notaffect the fulfillment of the contract, provided the deviation isdeemed acceptable to the contractual partner. This shall hold true
especially in the event of modifications and improvements for the
purpose of technical advancement.
2.3
We reserve the property rights and copyrights to illustrations,drawings, calculations and all other proposal documentation.
3. Prices, Payment Terms, Customer Default, Exclusion of SetOff
3.1
Unless otherwise agreed, our prices shall be in Euros, plus thelegal VAT applicable on the day of delivery.
3.2
In the absence of a special agreement, the prices shall be EXW (exworks) incl. packaging, but not customs and ancillary fees.
3.3
If, after the contract has been concluded, cost factors rise as aresult of an increase in the compensation to third parties involvedin the rendering of services, or to a change in the market price, thenwe shall be entitled to adjust the prices commensurate with the risein costs for deliveries (delivery deadlines) later than four months
after conclusion of the contract. This shall apply particularly if thedelivery is delayed for reasons the Customer is responsible for. If
the adjusted price is 20% higher than the price agreed upon, theCustomer shall have the right to withdraw from the contract. This
right must be exercised immediately after the increased price isannounced.
3.4
A discount deduction shall require a special written agreement. No
discount will generally be allowed for payments made by bill of
exchange.
3.5
Bills of exchange, checks and transfers will not be deemed as
fulfillment prior to final crediting to our account.
3.6
Expenses caused by the relevant payment transactions shall beborne by the Customer. This shall also apply to bank charges
arising from chargebacks. In addition, in case of non-payment or
chargeback on a check or bill of exchange, we shall be entitled todemand a lump sum administrative fee in the amount of 20.00
Euros plus VAT from the Customer, unless the Customer provesthat we have incurred no, or a very small, expense.
We shall be entitled to calculate a lump sum of 8.00 Euros plus
VAT for every reminder.
3.7
All payments must be made to us and, according to the terms of
payment, described in the order acknowledgment. Our agents haveneither the power to enter into and conclude agreements nor theauthority to collect.
3.8

Payments received will first be charged interest and costs and willthen be applied to the oldest claim.
3.9
50% of the cost for molds and appliances must be paid immediately
upon receipt of our order acknowledgment, the remaining net
amount upon submittal of the output sample.

4.4
If performance is prevented for longer than two months for thereasons set forth in Subparagraph 4.3, both sides shall be entitled
to withdraw from the contract with respect to the overdue delivery;
if, however, we fail to meet the deadline for reasons other thanthose listed in Subparagraph 4.3, only the Customer shall beentitled to withdraw.

3.10
Unless otherwise stipulated in the order acknowledgment, thepurchase price shall be due and payable 10 days after receipt of
the goods.

4.5
If the Customer incurs a loss due to a delay we are responsible for,then he shall be responsible for demonstrating the origin and theamount of the loss.

In the event of late payment, the Customer shall owe defaultinterest or overdue payment interest in the amount of nine (9)percentage points above the current base rate as per Section 247
of the BGB per annum. This shall not require giving a special noticeof default. If we can prove a greater loss due to delay, then we shallbe entitled to claim it.

4.6
If the shipment is delayed at the request of the Customer, thenbeginning four weeks after notification of dispatch readiness, theCustomer shall be charged the cost of storage; for storage in ourplant, at least 0.5 percent of the invoice amount for each month orpart thereof. Irrespective of this, we shall be entitled to grant theCustomer a reasonable deadline for accepting the goods supplied,
and after it expires with no results, to otherwise gain possession of
the deliverables. The Customer's obligation to accept delivery shallnot be affected by this. In this case, we may in fact deliver new
goods to the Customer within a reasonably extended period of timein compliance with the contract.

3.11
The Customer shall be in default at the latest upon failure to makepayment to us or to provide us with an equivalent payment
schedule within 30 days after the due date and receipt of our
invoice.
3.12
The payments must be made at our head office without deducting
any type of expense, tax or charge.
3.13
If the Customer is more than 30 days late on part or all of apayment, or there is a deterioration in his financial standing whichcasts doubt on his solvency or his creditworthiness, such as, forexample, bill and check protests, or if application is made to initiate
insolvency proceedings against his assets, then we shall have theright - subject to any other rights we are entitled to - to demand
payment in advance or security, to withhold our services anddeliveries until advance payment has been made or security
provided, and to withdraw partially or wholly from the contract in theevent of insufficient advance payment or provision of security, as
well as to exercise all rights deriving from retention of title as per
Subparagraph 12. In any case, all of our claims in connection withour business relationship with this Customer, including, forexample, information costs, shall immediately fall due.
3.14
We shall also be particularly entitled to demand advance payment,
lodging of a security or compensation for all our claims if the
Customer refuses to accept part or all of a delivery, or wrongly
cancels his order or wants to cancel it.
3.15
The Customer shall have the right of retention only if it is based on
the same contractual relationship and his claim/his right isundisputed or has been legally established in a court of law.
3.16
The warranty provisions listed below shall not affect the obligation
to fulfill the payment terms agreed upon. The withholding of
payments because of warranty claims shall, therefore, be
excluded.
3.17
The Customer shall only be able to offset counterclaims that areeither uncontested or have been legally established in a court of
law.
3.18
In the cases specified in Subparagraph 3.13, and in other serious
violations of obligations by the Customer, and after setting areasonable deadline for performance, we shall be entitled towithdraw from the contract, to collect the reserved goods, and tothat end, to enter the place where the goods are stored or being
used. The notification of withdrawal must reach the Customer
before collection or, at the latest, at the time of collection.
For these instances, the Customer shall grant us his consent at theoutset to enter all spaces where the reserved goods are locatedand to collect the reserved goods.
4. The Customer's Scope of Supply, Delivery Time andObligation to Cooperate, Obstacles to Delivery, Delivery
Delay, Storage Costs
4.1
Our written order acknowledgment shall be decisive for the scopeof delivery. In the case of an offer incorporating a time commitment
and acceptance within a stipulated time limit, the scope of thedelivery shall be determined by the offer, provided no written orderacknowledgment exists. Side agreements and changes shallrequire our written confirmation.

4.7
If separate parts are delivered or provided by the Customer, thenhe shall be obligated to deliver them to us free to our plant in duetime, in perfect quality, as well as in sufficient quantity, i.e. excess
quantity of at least 10%. In case of untimely or unsatisfactory
delivery, as well as upon delivery of improper parts, the Customer
shall be obligated to compensate us for the additional expense we
incur from it. Apart from that, this shall extend the agreed upondelivery deadline by the amount of time it takes the Customer tomake a proper delivery. Furthermore, in this case, we shall retain
the right to withdraw from the contract. The Customer shall not beable to derive any rights from this to compensation for damages
from us.
4.8
If no binding delivery deadlines are agreed to in the main contract,
withdrawal shall require a written reminder from the Customer andthe setting of a grace period of at least 14 business days. This shallnot apply in the instances described in Section 323 II, IV of the BGB
or if a fixed period commercial transaction has been agreed to.
4.9
Delivery, development and production deadlines or other deadlines
agreed upon shall only be binding on either Party if they are
expressly described as binding.
4.10
If not otherwise agreed in the main contract, the delivery deadline
shall begin with the dispatch of the order acknowledgment, but shallrequire the clarification of all technical questions and timely andproper fulfillment of the Customer's obligations, in particular,
furnishing the documents, permissions, approvals to be procuredby the Customer, or receipt of the down payment agreed upon.
The delivery deadline shall be met if, by the time of its expiration,
the delivery item has left the plant or dispatch readiness wasannounced.
Provided we have not pledged any definite delivery date, 10 days
after we have missed a non-binding delivery date or a non-binding
delivery deadline, the Customer shall be able to demand that we
make delivery. We shall fall behind schedule once the request has
been received. If the Customer has a claim to compensation for aloss caused by delay, in case of slight negligence on our part, thisshall be limited to a maximum of 10% of the agreed upon purchaseprice. If, moreover, the Customer wants to withdraw from thecontract and/or to demand compensation for damages in lieu of theperformance, he must grant us a reasonable deadline for delivery
or performance after the 10-day time limit has expired. If the
Customer has a claim to compensation for damages in lieu of theperformance, in the event of slight negligence, the claim shall belimited to a maximum of 10% of the agreed upon purchase price. If
the Customer is an entrepreneur, damage claims shall be excludedin the case of slight negligence. The Customer shall only be able
to claim compensation for damages if the legal requirements are
met in accordance with the following clauses 7 - 11.
4.11
In the event of the non-availability of the promised performance,
which was unforeseeable at the time the contract was concluded,
we shall be entitled to withdraw from the contract. Our suppliers
failing to deliver to us in a timely manner shall, in particular, bedeemed an instance of non-availability of the performance in thissense, if we have concluded a congruent hedging transaction. This
shall have no effect on our or the Customer's legal rights ofwithdrawal or cancellation.

4.2
If not otherwise defined in the order acknowledgment, we shall beentitled to make partial deliveries, provided this is acceptable to theCustomer.

We shall be obliged to inform the Customer promptly of the nonavailability and to refund the Customer's payments without delay.

4.3
In the event of unforeseeable, extraordinary or other circumstances
we cannot be held responsible for, such as, for example,
interruptions in operations due to force majeure or our supplier's
inability to deliver, labor disputes, particularly strikes and lockouts,
that is, circumstances as a whole that lie outside our sphere of
influence, the delivery deadline shall be extended for the durationof these events. This shall also apply if our suppliers are affectedby such circumstances.

If the Customer is an entrepreneur, the risk shall be transferred tohim as soon as the delivery / partial delivery has been handed overto him or to the person performing the transport, or it has left our
production or shipping warehouse. This shall also expressly apply
to partial deliveries and in the event that we have assumed anyother services, e.g. as an exception, the shipping, the installation
etc.

The aforementioned circumstances shall also bring about an
extension of the delivery deadline if they occur during an alreadyexisting delay.

5. Transfer of Risk

If the delivery is ready for shipment and the shipment or acceptanceis delayed for reasons we are not responsible for, then the risk shallbe transferred to the Customer once the Customer receives thenotification of dispatch readiness.
At the Customer's request, the goods shall be insured at thePage 2/3

Customer's own expense against theft, breakage, transport
damage, fire and water damage, as well as other insurable risks.
In cases of delay in delivery which the Customer is responsible for,we shall, at the Customer's corresponding and express request, beobliged to take out the properly defined insurance at theCustomer's expense.
6. Default of Acceptance, Compensation for Non-Acceptance
6.1
If the Customer unjustifiably refuses to accept the goods ordered,or if he withdraws from the contract without justification, then weshall be entitled to demand compensation for the additional
expenses we must incur for the failed delivery, as well as for the
return transport, storage and maintenance of the delivery. We shallalso be optionally entitled to demand a lump sum administrative feein the amount of 3% of the net value of the order for the additional
expenses the Customer is liable for. Furthermore, after areasonable grace period granted to him expires without result, weshall be entitled to withdraw from the contract and/or to demandcompensation for damages in lieu of the performance in the amountof a lump sum of 25% of the net value of the order.
6.2
If the Customer wrongfully cancels an order issued to us, or
wrongfully rescinds an order issued to us, or wrongfully refuses to
accept goods ordered from us, or refuses to fulfill any othercontractual obligations assumed by him, then, after a reasonablegrace period granted to the Customer has expired without result,
we shall, for our part, be entitled to refuse to fulfill the contract andto lodge a claim against the Customer for payment of a lump sum
compensation for losses in the amount of 25% of the net value ofthe order over and above the additional expenses owed as per
Subparagraph 6.1.
6.3
The Customer shall be expressly granted the opportunity to provethat no loss at all was incurred or that it was significantly less thanthe lump sum. We shall be granted the opportunity to prove that agreater loss was incurred.
7. Liability for Defects
7.1
The particulars about performance, dimensions, weights, prices
etc. contained in catalogues, brochures, circulars, advertisements,
illustrations and comparable public promotions shall be nonbinding, unless they are expressly included in the contract.
7.2
In the case of a legitimate and timely notice of defects - this shallalso include missing features that were guaranteed - we shall beentitled, at our own discretion, to correct the defective goods or to
supply replacements. We shall be granted a period of 15 businessdays to rectify the defects. We shall be entitled to perform morethan two attempts to rectify the defects, provided this is acceptable
to the Customer. With respect to the warranty, the same shall apply
to the replacement part and the repair as to the original delivery
item. Parts that have been exchanged or replaced shall pass into
our ownership if they are not already covered by our retention of
title.
7.3
The Customer shall be obliged to permit us to examine thedefective delivery item at our discretion, either on the Customer's
premises or on our own.
After making notice of defect, the Customer must give us the timeand opportunity we need to undertake all repairs or replacement
deliveries we may reasonably deem necessary. Only in urgent
cases where there is a risk to work safety, or to prevent
disproportionately large damage, shall the Customer have the rightto remedy the defect himself or to have it remedied by third parties,
and to demand reimbursement of the necessary expenses from us.
We must be immediately informed of such situations. The
Customer shall have the same rights if we fall behind schedule in
remedying the defect
7.4
If we are not responsible for the defect, we shall be able to refuse
the Customer the supplementary performance (replacement
delivery or repair) owing to unreasonably high costs if the cost of
the supplementary performance exceeds the value of the goods inperfect condition by 150%.
The same shall apply if the cost of the supplementary performanceexceeds the depreciation caused by the defect by 200%.
7.5
If the supplementary performance fails, or we refuse both types ofsupplementary performance, or if the supplementary performanceis unacceptable to the Customer, the Customer shall in all cases
be able, at his discretion, to demand a reduction in thecompensation (decrease) or, provided a construction work is not
the object of liability for defects, the cancellation of the contract(withdrawal) and/or, if the legal requirements are met, and inaccordance with the following provisions (in particular 7.6, 7.7, 7.8,
8, 10 and 11), to claim compensation for damages. However, theCustomer shall have no right of withdrawal if there is only a minor
violation of the contract.

If, after a failed attempt to remedy the defect, the Customer elects
compensation for loss suffered, the goods will remain with theCustomer if this is acceptable to him.
7.8
A violation of obligation by our legal representative or vicarious
agent, as understood in our GTSD, shall be the equivalent of thesame on our part.
7.9
If we are liable for breaches of obligation on their merits, our liability
shall be limited - except in the case of intent and culpable injury tolife, limb or health - to the foreseeable, direct, average damages as
are typical of such contracts, depending on the type of goods.
7.10
If the Customer accepts a defective article, even though he knows
about the defect, he shall only be entitled to the claims and rights
accruing from defects as per Section 437 of the BGB to the extent
indicated above if he reserves them due to the defect upon
acceptance of the article.
7.11
If the Customer makes an unjustified warranty claim against us,
then he must compensate us for all costs arising in connection withthe examination of the goods, providing he can be held responsible
for making the claim against us in a careless, grossly negligent ordeliberate way. The costs shall amount to a lump sum of 1% of the
net value of the goods that were reported to be defective, but atleast 60.00 Euros plus VAT.
The Customer shall be granted the opportunity to prove that no loss
at all was incurred or that it was significantly less than this lumpsum. We shall retain the right to prove the costs were higher.
7.12
For critical third-party products, our liability shall be limited to theassignment of the warranty claims that we are entitled to against
the supplier of the third-party product.

shall be viewed as any essential duty of a contract requiring
reciprocal performance or counter performance.
10.3
If we are liable for breaches of obligation on their merits, our liability
shall be limited - except in case of intent and culpable injury to life,
limb or health - to the foreseeable, direct, average damages as are
typical of such contracts depending on the type of goods.
In case of minor negligence, liability shall be limited to the net
purchase price plus 10%.
10.4
If the damage incurred by the Customer could normally be covered
as part of product liability insurance, the liability limitations
mentioned in Subparagraphs 10.2 and 10.3 shall not apply, if theminimum amount of insurance provided by product liability
insurance which can normally be taken out is enough.
10.5
If we are liable for damages caused by delay, the liability shall belimited to up to 5% of the net purchase price agreed upon with us.
The limitation shall not apply if a breach of obligation caused by our
negligence resulted in injury to life, limb or health, or if a breach ofobligation caused by our gross negligence resulted in any otherdamage.
We shall reserve the right to prove that the Customer incurred nodamage at all or only significantly less damage than the
aforementioned lump sum.
10.6
Furthermore, our liability shall be limited for such damages ascaused by inappropriate or incorrect use of the goods delivered,improper installation or putting into service by the Customer or third
parties, normal wear and tear, improper or careless handling,
inappropriate equipment, substitute materials, defective
construction work, unsuitable building ground, or chemical,
electrochemical or electrical influences. We shall only be liable forsuch damages if expressly agreed upon in writing.

7.13
The assignment of the Customer's warranty claims to third parties
shall be excluded. If the Customer sells the articles we supplied tothird parties, he shall be forbidden to refer to us because of thelegal and/or contractual warranty claims involved.

Our liability shall likewise be excluded if the Customer or third
parties improperly make modifications or repairs to the goods
delivered without our prior consent.

8. Obligation to Inspect and Give Notice of DefectIn case of minor negligence, Customer claims on compensation forlost profit, loss of savings or direct and/or indirect consequential
damage shall be excluded.

8.1
If the Customer is a merchant within the meaning of the German
Commercial Code (HGB), he must examine the goods immediately
after delivery, to the extent that this is feasible in the proper courseor flow of business. If a defect becomes apparent (including wrong
delivery and short delivery), we must be immediately notified of this.
The time limit for filing a notice of defect shall be a maximum of five(5) business days. The receipt of a written (including faxed) noticeof defect shall be decisive. If the defect does not become apparent
until later, the notification must be made immediately, but also nolater than five (5) business days after the discovery of the defect.
We must be provided with proof of the time of discovery at the sametime as the notice of defect.
In the case of partial deliveries, these provisions shall apply as ofthe moment of delivery in each case.
8.2
Neither the commercial Customer's claims based on liability fordefects nor his damage claims shall apply unless he fails to meethis obligations as described in 8.1.
8.3
If the Customer is not a merchant within the meaning of the HGB,he must give written (or faxed) notice of obvious defects within four(4) weeks after receipt of the goods. In this case, dispatch within
the time limit shall suffice.
8.4
The commercial Customer must return the goods reported as being
defective to us, freight prepaid, in the original or equivalent packing.
9. Guarantees
9.1
Unless otherwise contractually agreed, we do not ensure any
qualities of the goods and do not issue the Customer any
guarantees. In addition, we also shall not assume any kind of
procurement risk.
9.2
If the manufacturer issued any guarantees, the Customer's claims
against him shall not be affected.
10. Liability and Liability Limitations
10.1
Unless otherwise stipulated in these GTSD, including in thefollowing provisions, our liability in the event of a violation ofcontractual or non-contractual obligations shall be determined by
the relevant statutory regulations.

7.6
If, after a failed attempt to rectify the defect, the Customer elects towithdraw from the contract, the Customer shall not be entitled toany additional claim for damages because of the defect. Section
325 of the BGB shall be waived in this respect. However, if the
Customer elects to withdraw from the contract, he shall not be
prevented from claiming damages due to delay that were incurred
up to the time of the withdrawal within the meaning of Section 280
II in conjunction with Section 286 of the BGB.

10.2
Unless otherwise defined contractually or in the above provisions,
our liability shall be excluded for slightly negligent breaches ofobligation, unless such damages as were caused by us relate to
injuries to life, limb or health, or to the violation of a crucial
contractual obligation (material contractual obligation), or if thecircumstance that resulted in damage was fraudulently concealedby us, or if the damage incurred by the Customer can normally becovered as part of product liability insurance.

7.7

A material contractual obligation as understood in this regulation

If the Customer is liable for damages on the merits, this liability shallbe limited to damages that we foresaw as a possible consequenceof a breach of contract or that we should have foreseen had weapplied due diligence at the time the contract was concluded.
Indirect damages and consequential damages that are the result of
defects in the delivery item shall furthermore only be subject tocompensation if such damages are typically to be expected when
the delivery item is used for its intended purpose.
We shall not be responsible for the recovery of data unless wecaused their destruction intentionally or through gross negligence,and the Customer has ensured that the data can be reconstructed
at reasonable expense on data media kept ready in machinereadable form.
If liability is contractually extended beyond the aforementioned
extent, such as, for example, by guarantee of performance, yieldetc., then, upon commissioning, the Customer shall be obliged togive us the opportunity, upon request, to prove fulfillment of theguarantee. If such an opportunity is not granted, the proof shall bedeemed to have been provided.
10.7
The mandatory provisions of the German Product Liability Act shallremain unaffected.
10.8
The same standard and scope of liability shall apply to the legal
representatives and vicarious agents we employ to carry out ourcontractual obligations. If and to the extent that our liability as per
Subparagraphs 10.2 – 10.6 is excluded or limited, then neither shallour legal representatives nor vicarious agents be liable. The same
shall hold true in the event of an exclusion from liability as per
Subparagraph 7.7.
11. Limitation
11.1
The warranty period for the purchase of new and used goods shallbe one (1) year from the time the goods are delivered.
11.2
If the performance of work is an object of the contract, the warranty
period shall be one (1) year from the start of the statutory limitation
period. However, the five-year time limits mentioned in Sections
438 I No. 2 and 634 a I No. 2 of the BGB shall remain unaffected.
11.3
The Customer's right to claims for damages to goods purchased
shall expire one year after the goods are delivered. This shall not
apply if we may be reproached for fraud or malice. The time limit in
Section 438 I No. 2 of the BGB shall remain unaffected. If theperformance of work is an object of the contract, the limitation
period shall commence upon taking delivery (Sections 640 I, 646
BGB). The time limit in Section 634 a I No. 2 of the BGB shallremain unaffected.
12. Retention of Title, Copyright12.1
We shall retain ownership of all articles and materials delivered
until all payments deriving from the respective contract have been
received. Pledging the goods delivered or assigning them asPage 3/3

security shall not be permitted at any time.
The Customer must notify us in writing immediately if and whenthird parties access (e.g. seize or confiscate) the goods belonging
to us.
12.2
If the Customer is an entrepreneur, retention of title, including forour claims arising from the ongoing business relationship, shallpersist until claims related to the purchase are settled. If the
Customer requests it, we shall be obliged to waive retention of title
if the Customer has indisputably fulfilled all the requirements inconnection with the object of purchase, and a reasonable security
exists for the remaining requirements arising from the ongoing
business relationships.
12.3
Upon delivery of goods, including software, the Customer shall beentitled to resell them and to process them during the course of
normal business operations. However, he shall, at the outset,
assign to us all accounts receivable in the amount of the final
invoice amount (including VAT) owed to us that accrue to him fromthe resale to his customers or third parties, irrespective of whether
the goods are resold without or after processing. All other accounts
receivable arising from other legal grounds (e.g. existing insurance,
torts) related to the object sold shall also be assigned to us. We
herewith accept these assignments and may collect the debts
ourselves if the Customer defaults on payment or if application ismade to initiate insolvency proceedings. Please refer to
Subparagraph 12.7.
In all other cases, the Customer shall be authorized - subject torevocation at any time - to collect the accounts receivable from thepurchaser of the reserved goods.
We shall be entitled to insure the delivery item against theft,breakage, fire damage, water damage and other damage at theCustomer's expense, unless the Customer can demonstrate that
he has taken out the insurance himself. We shall inform theCustomer in a timely manner of our intention to take out suchinsurance.
12.4
If the realizable value of all security interests we are entitled toaccording to the provisions above exceeds the amount of all
secured claims by more than 20%, we shall, at the Customer's
request, release the portion of the security interests in excess
thereof at our discretion.
12.5
Neither our assertion of retention of title nor our seizure of thedelivery item shall be regarded as withdrawal from the contract.
12.6
If software is a part of the object of the contract, in the absence ofan agreement in the contract to the contrary, the Customer shallnot be entitled to rent, lease or lend the software. The above
exceptions, and those provided for by the law, shall prohibit himfrom wholly or partially reproducing the programs transferred to
him.
12.7
If the Customer behaves in a manner contrary to the terms of thecontract, particularly in default of payment, but also in case of otherjustified doubts about his solvency or creditworthiness, he shall nolonger be entitled to dispose of the goods. We shall then be entitledto demand information about the names and addresses of thepurchasers of the reserved goods, to notify them that the accounts
receivable have been transferred to us, and to collect theCustomer's claims against the purchaser of the reserved goods
ourselves. Furthermore, we shall be entitled to collect the reserved
goods in these cases, and, to that end, to enter the place where thegoods are stored or being used.
13. Legal Venue, Place of Performance, Final Provisions
13.1
If the Customer is a merchant registered in the German
Commercial Register, a legal entity under public law or a special
fund under public law, the legal venue shall be the headquarters ofStandexMeder Electronics GmbH at the time the contract was
concluded. However, we shall also be entitled to file suit either at
the Customer's headquarters or at the head office of one of his
branches.
13.2
If not otherwise stipulated in the order acknowledgment, our placeof business shall be the place of performance.
13.3
German Law shall apply exclusively to the exclusion of the United
Nations Convention on Contracts for the International Sale ofGoods.
13.4
As pointed out, we shall record the data of all business partners infiles and process it. The Customer agrees with our storing the data.
13.5
Side agreements to these conditions and alterations to theconcluded contract or to these conditions must be in writing to bevalid.
13.6
Should one of our above GTSD be or become invalid, the otherprovisions shall remain valid. In this case, the Parties shall agree
on acceptable alternatives to the invalid provisions which bothcorrespond to the legal provisions and come as close as possible
to the original purpose intended.

StandexMeder Electronics GmbHAs of: 03/2024
StandexMeder Electronics GmbHFriedrich-List-Strasse 1578234 Welschingen
Germany
Tel. +49 (0) 77 33 / 9253 200
infoemea@standexelectronics.com
www.standexelectronics.com

VAT ID: DE142768348
Company Register: Freiburg HRB 710140
Managing Directors: David Dunbar, Ademir Sarcevic,
Rainer Hombeck, John Meeks, Ralf Maier
Proxy: Arndt Werlich