General Terms and Conditions of Sale

(TPS TECHNITUBE RÖHRENWERKE GmbH, as of 05/2014)

§1 Scope

(1) These terms of sale apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of § 310 (1) BGB (German Civil Code). We do not recognize any terms from the buyer that conflict with or deviate from our terms of sale, unless we expressly agree in writing to their validity.

(2) These conditions also apply to sales based on a trade clause, particularly the INCOTERMS. For sales based on one of the contractual formulas of the INCOTERMS, the version in force at the time applies. However, the trade clauses only apply to the extent that no other provisions are made in these terms or in special agreements.

§ 2 Offer and Conclusion of Contract

If an order is to be considered an offer in accordance with § 145 BGB, we can accept it within two weeks.

§ 3 Documents Provided

We reserve ownership and copyright to all documents provided to the buyer in connection with placing the order, such as calculations, drawings, etc. These documents may not be made available to third parties unless we give the buyer our express written consent. If we do not accept the buyer’s offer within the period specified in § 2, these documents must be returned to us immediately.

§ 4 Prices and Payment

(1) Unless otherwise agreed in writing, our prices are ex-works, excluding packaging, and subject to VAT at the applicable rate. Packaging costs will be invoiced separately.

(2) Payment of the purchase price must be made exclusively to the account specified on the reverse. A discount deduction is only allowed with a special written agreement.

(3) Unless otherwise agreed, the purchase price must be paid within 21 days of delivery. Interest on arrears will be charged at 8% above the respective base interest rate per annum. The right to claim higher damages for delay remains reserved.

(4) In the absence of a fixed price agreement, reasonable price adjustments due to changes in labor, material, and distribution costs are reserved for deliveries that take place three months or more after the conclusion of the contract.

§ 5 Set-Off and Retention Rights

The buyer is only entitled to set-off if their counterclaims are legally established, undisputed, or recognized by us. The buyer is only entitled to assert a right of retention if their counterclaim is based on the same contractual relationship.

§ 6 Delivery Time

(1) The start of the delivery time we specify requires the timely and proper fulfillment of the buyer`s obligations. The defense of the unfulfilled contract remains reserved.

(2) If the buyer is in default of acceptance or culpably breaches other cooperation obligations, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. Further claims remain reserved. In such cases, the risk of accidental loss or accidental deterioration of the purchased goods transfers to the buyer at the point in time when they are in default of acceptance or debtor`s delay.

(3) Further statutory claims and rights of the buyer due to a delay in delivery remain unaffected.

§ 7 Transfer of Risk in Case of Shipment

If the goods are shipped to the buyer at their request, the risk of accidental loss or accidental deterioration of the goods passes to the buyer upon dispatch at the latest. This applies regardless of whether the shipment is made from the place of performance and regardless of who bears the shipping costs.

§ 8 Retention of Title

(1) We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased goods if the buyer acts in breach of contract.

(2) The buyer is obliged to handle the purchased goods with care as long as ownership has not yet been transferred. In particular, they are required to insure the goods at their own expense against theft, fire, and water damage at the replacement value (note: only applicable for the sale of high-value goods). If maintenance and inspection work is required, the buyer must carry this out promptly at their own expense. Until ownership has transferred, the buyer must notify us immediately in writing if the delivered goods are seized or subjected to other interventions by third parties. If the third party is not able to reimburse us for the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO (German Code of Civil Procedure), the buyer is liable for the loss we incur.

(3) The buyer is entitled to resell the goods in the ordinary course of business. The buyer hereby assigns to us all claims in the amount of the invoice total (including VAT) arising from the resale of the goods, regardless of whether the goods were resold with or without processing. The buyer remains authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims as long as the buyer meets their payment obligations from the proceeds collected, is not in default of payment, and, in particular, no application for the initiation of insolvency proceedings has been filed or payments have been suspended.

§ 9 Warranty and Complaints as well as Recourse/Manufacturer`s Recourse

(1) Warranty rights of the buyer presuppose that they have properly complied with their inspection and complaint obligations in accordance with § 377 HGB (German Commercial Code).

(2) Claims for defects become statute-barred 12 months after the delivery of the goods supplied by us to the buyer. This does not apply insofar as the law prescribes longer periods in § 438 (1) No. 2 BGB (buildings and items for buildings), § 479 (1) BGB (right of recourse), and § 634a (1) BGB (construction defects).

§ 10 Miscellaneous

(1) This contract and all legal relations between the parties are governed by the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).

(2) The place of performance and exclusive jurisdiction for all disputes arising from this contract is our place of business unless otherwise stated in the order confirmation.

(3) All agreements made between the parties for the execution of this contract are set down in writing in this contract.