terms and conditions

General terms and conditions of business

General Terms and Conditions of Sale of HAIN GmbH, Am Riedbach 7, 87499 Wildpoldsried:

UNLESS OTHERWISE AGREED, THESE GENERAL CONDITIONS OF SALE APPLY TO ALL CONTRACTS TO THE EXCLUSION OF OTHER GENERAL CONDITIONS OF SALE.

UNLESS AGREED OTHERWISE, ALL OUR OFFERS AND QUOTATIONS ARE FREE AND NON-BINDING.

ANY ORDERS YOU MAKE WILL ONLY BE ACCEPTED UPON OUR WRITTEN OR ELECTRONIC CONFIRMATION.

1. BASIS OF CONTRACT; GOVERNING LAW, JURISDICTION

(a) HAIN GmbH, registered office: Am Riedbach 7, 87499 Wildpoldsried (the "Company"), sells multi-coupling systems, high-pressure ball valves, special ball valves, hydraulic parts and provides additional services ("the Products").

(b) No representations, undertakings or promises shall be deemed to have been made or agreed upon as a result of any oral or written statement made in the negotiations prior to the execution of this Agreement, unless to the contrary

(I) follows from the circumstances in the individual case,

(II) has been or will be agreed by the parties or

(III) is expressly mentioned in this contract.

(d) All orders made pursuant to these General Conditions of Sale are without obligation until confirmed in writing or electronically and accepted by an authorized officer of the Company.

2. DELIVERY; PACKAGING; PASSING OF RISK; FORCE MAJEURE

(a) All sales are ex works. If the customer requests delivery, this delivery will be made at the customer's expense and risk, unless expressly stated otherwise. The Company may choose the freight carrier at its own discretion, unless otherwise determined by the Customer.

(b) The customer may not return any packaging material to the company that is subject to the Dual System for Waste Disposal ("Green Dot") or a similar system recognized by the competent authorities under the amended Packaging Guidelines. The customer shall not return any packaging material to the company if the company has appointed an appropriate waste disposal company in accordance with the amended packaging guidelines. In this case, the customer is obliged to make the packaging material available to the disposal company and to hand it over to him.

(c) The customer must inform the company immediately in writing of any obvious defects upon receipt of the deliveries, but at the latest within a maximum period of 10 days after the customer has received the delivery, otherwise the assertion of warranty claims is excluded. The obligation to examine and give notice of defects according to § 377 HGB remains unaffected.

(d) If the date agreed for the performance of Company's obligations under this Agreement is exceeded by circumstances beyond the control (force majeure) of either party, Company shall be entitled to a reasonable extension of time. In the event of a delay caused by the Customer, the Company shall be entitled to a reasonable extension of time and reimbursement of all costs, expenses and losses incurred by the Company as a result.

(e) Dates or times for readiness for shipment or delivery of goods are given in good faith. Unless otherwise agreed, however, they are non-binding and do not apply as contractual conditions or as an assurance.

(g) Unless otherwise agreed, applies in relation to

(I) the risk of damage or loss of the products during transport and

(II) the transport insurance:

The customer bears the risk of loss of the products during transport.

(h) The Company reserves the right to make partial deliveries provided such partial deliveries are reasonable for the Customer. Each partial delivery will be billed separately.

3. RESERVATION OF TITLE

All products remain the property of the company until full payment has been made. Until the full purchase price of the Products has been paid, the Customer must at all times fully insure the Products against loss or damage from accident, fire, theft and other risks normally covered by insurers for the Customer's business for the amount which at least corresponds to the amount of the outstanding balance claim. At the request of the company, the customer must prove the existence of such insurance and assign all claims under this insurance to the company. In addition, the customer undertakes not to use any of the products owned by the company as collateral.

4. TECHNICAL CRITERIA; COOPERATION; DISCLAIMER OF WARRANTIES IN CASE OF IMPROPER USE; INDEMNIFICATION

The products are sophisticated technical products; accordingly, the customer undertakes, subject to the individual agreements made between the parties, to ensure the following:

(a) that he has provided and will promptly provide any information reasonably necessary to enable the Company to do so

(I) assess the requirements for fulfillment and

(II) to perform the contract and that such information is complete and accurate;

(b) that all business premises, factory facilities, technical support, replacement parts, related piping work and specifications necessary for the development, design, assembly, testing and use of the Products are fit for purpose and located in are in perfect technical condition;

(d) that he will only use the products for the intended purpose and in accordance with the product instructions and will under no circumstances use unsuitable spare parts, connect unsuitable machines, carry out unsuitable repairs or repairs and not use the products in a way that makes them dangerous. Any defect in the Products resulting from such breach shall release the Company from any warranty obligations with respect to the quality of the Products. In accordance with applicable law, the Customer shall also be liable to the Company for all costs, expenses and losses incurred by the Company as a result of, or breach of, such undertakings.

5. DRAWINGS, FINISHES AND CONFIDENTIALITY

(a) All specifications, designs, drawings, statements of physical properties ("the Specifications") are made in good faith and are approximate only and shall not be binding in detail unless specified by the Customer in writing on which it relies, and the company has the right to depart from this specification and/or to correct errors and omissions, provided that the products continue to comply with the contractual requirements.

(b) The Designs (including all copyright, design right and other intellectual property rights) are owned by the Company in relation to the parties; the customer is not entitled to use the statements for purposes other than the purpose of the contract.

(c) Any invention, modification, improvement, process or know-how in relation to the Products made or obtained in the course of performing the Contract belongs exclusively to the Company.

(d) Neither party may disclose confidential information or trade secrets of the other party to third parties or use them for its own purposes.

(e) Each party agrees to ensure that it obtains or possesses the intellectual property rights necessary to perform its contractual obligations and will promptly notify the other party of any intellectual property infringement discovered.

6. PRICES, TERM

(a) All invoices are payable in euros immediately from the invoice date ("due date"), unless otherwise agreed, and without any deductions due to rights of retention or set-off to which the customer may be entitled (unless the customer's counterclaims are undisputed or have been legally established ). The Company reserves the right to demand payment in whole or in part, or the provision of a corresponding security or guarantee from or on behalf of the Customer before the commencement of the performance of the Contract, if the Company deems it necessary, unless otherwise agreed. The Company is entitled at any time to review the eligibility of the credit limit granted to the Customer and to increase or decrease this upon written notice to the Customer. The Company may, at its sole discretion, accept payment in advance for the Products or in cash with specified prepayments. Without prejudice to any of its other rights, the Company shall be entitled, subject to the individual agreements of the parties, upon written notice to the Customer, to require immediate payment of all outstanding amounts for any Products delivered at any time.

(b) Any order based on this proposal must be submitted to the Company within thirty (30) days of the date of the offer. The prices quoted are net prices ex works excluding (unless expressly stated otherwise) all local, state and federal taxes and all customs duties, which are to be borne exclusively by the customer.

(c) If a delivery date is agreed later than four months after the formation of the Contract, the Company's prices may be adjusted pro-rata to reflect changes in the Company's costs (over which the Company has no reasonable control) including (but not limited to) cost of materials, labor costs , and/or fixed costs, currency fluctuations, changes in customs duties, changes in specifications by the customer and other costs since the conclusion of this contract. Accordingly, the company reserves the right to increase or decrease the invoice amount (pro rata) by the amount of costs incurred after the conclusion of the contract. The invoice adjusted in this way is subject to the same terms of payment as the originally contracted price.

(d) Unless prices have been expressly agreed between the Company and the Customer, the Company's list prices in effect at the time of the order shall apply.

(e) If the company is responsible for the construction or assembly of the product, the customer shall bear all necessary ancillary costs, such as travel expenses and transport costs for tools and personal luggage as well as daily expenses in addition to the agreed remuneration, unless otherwise agreed.

(f) The company may demand interest at a rate of 8% pa above the base interest rate pursuant to § 247 BGB for all amounts still outstanding at the due date (default of payment).

(g) The Company may, at its sole discretion and subject to the parties' separate agreements, require that export orders be paid for by letter of credit in any form acceptable to the Company and endorsed by an internationally reputable German bank.

(h) Insofar as the risk of the customer's inability to pay becomes apparent to the company after the conclusion of the contract, the company is entitled to carry out outstanding deliveries only against advance payment or the provision of security. If the advance payments or security deposits are not made even after a reasonable period of grace granted by the company has expired, it can withdraw from individual or all of the affected contracts with the customer in whole or in part, regardless of its other rights. The company is free to assert further rights.

(i) In the event of termination pursuant to Section 9 below, Customer hereby irrevocably authorizes Company (to the extent practicable for Customer) to enter Customer's premises to repossess the Products.

7. LIABILITY FOR DEFECTS

(a) Warranty Period" for the purposes of Clause 7 means that period beginning on the date of delivery of the Products (or relevant parts thereof) and expiring 12 months thereafter, unless the Company has specified a different warranty period in writing and unless pursuant to Sections 438 Para. 1 No. 2, 479 Para. 1 and 634a Para. 1 BGB, a longer warranty period is provided as well as in cases of injury to life, limb or health, in the case of intentional or grossly negligent breaches of duty by the company or in the case of fraudulently concealed defects The statutory provisions on the suspension of the statute of limitations remain unaffected.

(b) The Company warrants that the Products will be free from defects in quality resulting from defective or negligent workmanship or defective materials during the warranty period (the "Warranty").

(d) and (e), in the event that a valid claim based on breach of warranty with respect to the Products (or any part thereof), the Company will, to the reasonable satisfaction of the Company (on a probabilistic basis) within of the Warranty Period will repair or replace the Products or, if the Customer agrees, will credit the Customer for a sum to be agreed upon instead. The customer's claims for recourse against the company are only permitted to the extent that the customer has not made an agreement with his own customers that grants them rights that go beyond the statutory rights to liability for defects. With regard to recourse claims according to § 478 paragraph 2 BGB, the customer is entitled to withdraw from the contract or to reduce the purchase price.

(d) In the event of a defective delivery, the company will fulfill its warranty obligation by, at its own option, correcting the defects or by supplying replacement goods ("subsequent performance").

So far

(I) this supplementary performance fails,

(II) a defect has not been remedied or a replacement delivery has not been made within a reasonable period set by the customer,

(III) the supplementary performance is unreasonable for the customer or

(IV) the company has refused supplementary performance in accordance with Section 439 (3) BGB,

the customer can choose to reduce the purchase price, withdraw from the contract or demand compensation in accordance with Section 8 or reimbursement of his futile expenses. Subsequent performance is only deemed to have failed after the second unsuccessful attempt. In cases of insignificant deviations from the contract, in particular in the case of insignificant defects, the customer is not entitled to withdraw from the contract.

(e) If the customer returns a product after asserting a warranty claim or requests that the company take back a product, he must inform the company in writing whether and with which hazardous liquids within the meaning of the applicable environmental regulations the products have come into contact. The company is entitled to refuse to remedy the defect if these substances have been used with the products or have come into contact with them; the customer is obliged to pay compensation for damages resulting from the fact that the customer has not given the company the necessary notification. If the returned products have been used with or have come into contact with the products, the customer must mark the products in accordance with environmental legislation and transport them only in suitable packaging and with suitable means of transport.

(f) The Company shall not be responsible for any breach of warranty to the extent

(I) the breach of warranty is due to the Products being improperly installed, used, repaired and maintained by a party other than Company;

(II) the Customer has failed to notify the Company of the claimed defect within 10 days of its discovery; and or

(III) the defect is due to natural wear and tear, particularly with regard to wearing parts.

(g) If a defect occurs, the customer will inform the company immediately in writing, but no later than 10 days after its discovery.

(I) To the extent that notification is made within the Warranty Period, Company will respond and indicate whether it accepts its warranty obligation under Section 7(c)-(e) and what action it proposes to take (such action may warrant further investigation by the Company include customer service of the company); if it turns out that the defect does not trigger a warranty obligation on the part of the company and this was known or recognizable to the customer, the company reserves the right to charge the customer for the expenses incurred for the examination.

(II) If the warranty claim is asserted after the warranty period has expired, the company will - without prejudice to the provision in Section 8 (b) - advise the customer (free of charge) and, if necessary, offer repair or replacement for a fee.

8. LIMITATION OF LIABILITY; FORCE MAJEURE; COPYRIGHT INFRINGEMENT RELEASE

(a) Subject to the provision in Clause 8

(b) statutory liability for damages shall be limited as follows:

(I) For damages caused by the slightly negligent breach of essential obligations from the contractual relationship, the company's liability is limited to the typically foreseeable damage at the time the contract was concluded

(II) The company is not liable for the slightly negligent breach of non-essential obligations arising from the contractual relationship.

(b) Nothing in these Terms of Sale excludes or limits the company's liability in cases of mandatory legal liability, e.g. under the Product Liability Act or in the event of intentional or grossly negligent breaches of duty, injury to life, limb or health or the assumption of a guarantee.

(c) Neither party shall be liable to the other party for any such breach of duty arising out of circumstances or events beyond the parties' reasonable control and for which the breaching party is not responsible (e.g. force majeure, war, riot or natural disaster), notwithstanding any conflicting provisions of these Terms of Sale.

(d) The Client shall indemnify the Company against any and all suits, claims, costs, charges, damages, losses and expenses to which the Company is exposed or suffered, to the extent that the Company is not responsible for them and/or for which the Company is responsible the company is responsible to a third party due to

(I) of Customer's instructions;

(II) the Customer's default of acceptance or any other action, omission or non-performance by the Customer or its representatives, employees or vicarious agents to the extent that the Customer is responsible for their conduct; or

(III) culpable breach of contract by the customer.

(e) The Customer shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the Company or for which it is liable to any third party as a result of the infringement or alleged infringement of any patent, trademark, copyright, design or any other industrial property right, insofar as the infringement occurred through the import, manufacture or sale of products which were manufactured according to specifications or according to the special requirements of the customer.

9. TERMINATION AND WITHDRAWAL

(a) To the extent that the Products have been manufactured or adapted to Customer's specific requirements, Customer shall be entitled to terminate the Agreement ("Termination"); in this case, however, he is obliged to pay the agreed remuneration minus those expenses that the company has saved as a result of the termination.

(b) The company is entitled to withdraw from the contract if, at a time when the contract price has not yet been paid in full (regardless of whether the payment claim is already due), an application for the opening of liquidation proceedings has been filed with regard to the customer or is opened or in the event of the Customer's insolvency or in the event that an administrator is appointed over the Customer's business ("Resignation").

(c) In the event of termination or withdrawal for reasons other than those set out in clause 9(a), the Customer shall be obliged to pay to the Company those amounts which it is required by applicable German law to pay as a result of the termination or withdrawal is obligated (e.g. the damage suffered by the company as a result of the termination or resignation). Returns are therefore subject to a 25 percent restocking fee.

10. DISPUTE RESOLUTION

The parties will attempt to resolve any dispute arising out of or in connection with the Contract through negotiations conducted in good faith by the parties' respective responsible and knowledgeable representatives. Either party is entitled to declare this mediation process failed at any time. If the mediation fails, the dispute should be settled according to the arbitration rules of the German Institution for Arbitration e. V. (DIS) to the exclusion of ordinary legal proceedings. The place of arbitration shall be Kempten im Allgäu, Germany. The arbitral tribunal consists of one arbitrator. Applicable law is the substantive law of the Federal Republic of Germany. Unless otherwise agreed, the language of the arbitration proceedings is German. Each party bears its own procedural costs; the costs of the arbitral tribunal and those of the arbitrator are each shared equally by the parties. Notwithstanding the foregoing, either party shall have the right to seek an injunction or injunction to the extent that it relates to the purpose of the Agreement or is directed to compliance with any obligation of confidentiality or compliance with this Dispute Resolution Procedure.

11. GENERAL

(a) The United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 does not apply to the Contract.

(b) To the extent that any provision or part of a provision of these Terms of Sale is found to be illegal, void or unenforceable under any applicable law, that provision or that part of the provision - to the extent that it is severable from the remaining provisions - shall be severed from the Terms of Sale . This does not affect the legality, effectiveness and enforceability of the remaining provisions.

(c) Changes and modifications to the contract are only effective if they are made in writing and signed by the customer and the company.

(d) Customer may not assign, substitute or otherwise transfer any of its rights or obligations under this Agreement without Company's prior written consent; any attempt to do so is ineffective, void and without effect. § 354 a HGB remains unaffected by this regulation.

(e) In the event of any discrepancies or contradictions between the German and English versions, the German version shall prevail.

HAIN GmbH

Am Riedbach 7

87499 Wildpoldsried

Phone: 08304 / 30 999 30

Contact

info@hain-hydraulik.de