Online General Conditions for the Supply of Products and Services of Maschinenfabrik Reinhausen GmbH

I. General Conditions

1. The written order confirmation of MASCHlNENFABRIK REINHAUSEN GMBH (hereinafter referred to as “MR”), including any amendments in text form (§ 126b BGB), governs the delivery and performance of MR products and services (hereinafter collectively referred to as “Supplies”).
2. MR’s deliveries are made and services are performed exclusively on the basis of these Online General Conditions for the Supply of Products and Services (hereinafter referred to as the “General Conditions”), which apply only if the Purchaser is an entrepreneur (§ 14 BGB, i.e. German Civil Code), a public authority or a special fund pursuant to public law. These General Conditions are an integral part of the contract and any amendments. They are also applicable to future sale of Supplies even if not explicitly agreed, unless MR bases the sale on other general conditions expressly approved by MR in writing. Without MR’s written agreement, any terms and conditions that conflict with, supplement or deviate from these General Conditions are not binding on MR even if they have been included in Purchaser’s order and have not been explicitly contradicted by MR, whether or not they are material. MR’s performance does not constitute acceptance of Purchaser’s terms and conditions. Reference to the applicability of legal regulations is intended only for clarification. Even without such clarification, the legal regulations apply to the extent they are not explicitly changed or excluded in these General Conditions.
3. Any information on the website or the documents sent, such as cost estimates, illustrations, drawings and weight details (collectively, the “Documents”) shall not be binding unless specifically so agreed. MR reserves all rights, right, title and interest (including copyright) to the Documents. The Documents shall not be made available to third parties without the prior written consent of MR and they shall, upon request, be immediately destroyed or deleted if MR is not awarded the contract.
   
4. Purchaser shall have the non-exclusive right to use standard software in unchanged form with the stipulated performance characteristics for the agreed Supplies. Purchaser may make two back-up copies without MR’s Supplier's express consent.
   
5. Purchaser shall refrain from exploiting any Documents and/or imitating or redeveloping any Supplies itself or by third parties in any way (in particular by reverse engineering).
   
6. Partial delivery of Supplies shall be permissible to the extent reasonable.
   
7. The Purchaser agrees to electronic communication in connection with the conclusion and execution of the contract. MR is not obliged to communicate electronically, even if MR has already used electronic communication.
   

II. Conclusion of the contract

1. MR's offers are subject to change and non-binding. MR reserves the right to change goods, prices and other conditions before the contract is concluded.
   
2. The order or contract is placed by clicking on the "Order with obligation to pay" button and is deemed to be a binding offer. Before the offer or binding order is submitted, the customer's details are displayed in an order mask; it is the customer's responsibility to check the accuracy of the information.
   
3. The contract shall only be deemed concluded when MR accepts the order or the contract by means of a separate order confirmation by e-mail or delivery of the goods. Immediately after sending the order, the customer shall receive an order confirmation. The order confirmation does not constitute an order confirmation or acceptance of the contract. MR is entitled to accept the order within four weeks of receipt.
   
4. There are no verbal ancillary agreements. Any agreement made between MR and the customer is only legally valid if it is agreed in text form. Verbal ancillary agreements before, during and/or after the conclusion of the contract require confirmation in text form by MR to be valid.
   
5. MR hereby states that employees or representatives entrusted with the provision of deliveries are not authorized to make oral ancillary agreements that go beyond the content of agreements already made. Accordingly, such telephone or oral statements by employees or representatives require express confirmation in text form to be legally effective.
   

III. Contractual terms and order of precedence

1. The time, nature and scope of the mutual services are determined by
   - the customer's order and MR's confirmation of the order, and
   - these General Conditions.
2. In the event of contradictions between provisions, the provisions mentioned first shall take precedence over the subsequent provisions.
   
3. MR will store the contract when it is concluded. MR sends the order data and these General Conditions to the Purchaser in text form. The General Conditions can be accessed at any time on MR's website.
   
4. Contracts with the Purchaser are concluded exclusively in German or English, depending on whether the Purchaser places the order via the Germanlanguage or English-language page of the online shop. If the Purchaser places the order via the German-language website, only the German version of these General Conditions shall apply. If the order is placed via the English-language website, only the English version of the General Conditions shall apply. English-language terms to which the corresponding German terms are attached shall always have the meaning of the respective German term.
   
5. MR has subjected itself to the following codes of conduct: Code of Conduct of Reinhausen Group (V3 – 04/2021)
   

IV. Prices and terms of payment

1. Prices are based on delivery ex works excluding packing plus any sales tax payable under applicable law, unless otherwise expressly agreed.
   
2. Purchaser shall bear the transportation costs from the factory. The customer shall bear customs duties, fees, taxes and other public charges.
   
3. Payments shall be due 30 days after date of invoice and delivery, in cash and free of all deductions, made to the address for payment specified by MR, unless other payment conditions have been expressly agreed. However, MR is entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment; MR shall declare a corresponding reservation no later than with the order confirmation.
   
4. The Purchaser agrees to the electronic transmission of invoices. MR may also transmit invoices on paper.
   
5. If payment is not made when due, MR shall be entitled to interest on amounts in arrears at 9 percentage points p. a. over the base lending rate as published by the German Federal Reserve Bank, as well as a lump-sum default charge of 40 Euro. The lump-sum default charge shall be offset against any damages owed, insofar as the damages are based on the costs of legal action. MR reserves the right to claim further damages in the case of late payment.
   
6. Purchaser may set off only claims that are undisputed or have been determined in a legally binding manner. The offsetting of a claim arising from an intentional tortious act is not permitted. MR is entitled to the rights of offsetting and retention to the full extent of the law. In the case of any defects, counterclaims of the Purchaser, including but not limited to claims arising from Article IX No. 5 of these General Conditions, shall remain unaffected.
   

V. Retention of title

1. MR shall retain title to the Supplies (“Secured Goods”) which shall remain the property of MR until all contract claims against Purchaser have been satisfied. If the realizable value of MR’s collective security rights exceeds the amount of all secured claims by more than 10 %, MR shall, on Purchaser’s request, release a corresponding part of the retained rights.
   
2. For the duration of the retention of title Purchaser may not give any of the Supplies in pledge or as security, and release of Supplies shall be permissible only to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or retains title so that the property is transferred to the customer only after fulfillment of the customer’s obligation to pay. MR may revoke the right to resell the goods for good cause. Good cause includes, for example, default in payment, cessation of payments, or other justified indications of overindebtedness or imminent insolvency on the part of the Purchaser.
   
3. Purchaser shall immediately inform MR in writing of any seizure, confiscation or other acts or interventions by third parties. If a legitimate interest is credibly demonstrated, Purchaser shall immediately provide MR with the information necessary to assert its rights against its customer and hand over the necessary documents.
   
4. If Purchaser materially breaches a contractual obligation, including but not limited to a delay in payment, MR shall be entitled to terminate the contract and/or take back the Supplies. Purchaser shall be obliged to return the purchased Supplies. If MR retakes the Secured Goods or asserts other rights pursuant to the retention of title, the contract shall nevertheless not terminate unless expressly stated by MR
   

VI. Time for delivery; delay

1. Delivery periods are approximate target times and not binding. Observance of the stipulated time for delivery is conditioned upon the timely receipt of all documents, necessary permits and releases, including plans to be provided by Purchaser, as well as fulfillment of the agreed terms of payment and other obligations by Purchaser. If these conditions are not fulfilled on time, the time for delivery will be extended reasonably except if MR is responsible for the delay. MR will inform Purchaser accordingly without delay.
   
2. If MR’s non-observance of the time for delivery is due to an event of Force Majeure (as defined below), such time shall be extended reasonably. MR will inform the Purchaser accordingly without delay. “Force Majeure" means an event beyond the control of MR which prevents MR from complying with any of its obligations, including but not limited to: (a) Act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods); (b) war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo; (c) rebellion, revolution, insurrection, or military or usurped power, or civil war; (d) contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly; (e) riot, commotion, strikes, go slows, lock outs or disorder; or (f) acts or threats of terrorism.
   
3. If MR does not receive the deliverable despite the previous conclusion of the contract and in observance of the commercial diligence, MR is entitled to withdraw from contract with the Purchaser. MR will inform the Purchaser immediately about the non-timely availability of the deliverable and, if MR wants to withdraw from the contract because of this, MR will immediately exercise the right of withdrawal. The Purchaser also has the right of withdrawal after the information by MR. In the event of withdrawal, MR will immediately reimburse the Purchaser for the consideration, regardless of who is responsible for the withdrawal.
   
4. If MR is responsible for a delay in delivery, Purchaser - provided it can credibly establish that it suffered a loss from such delay - may claim compensation of 0.5 % of the purchase price for every full week of delay but in no event more than a total of 5 % of the net price of the delayed Supplies.
   
5. Except as otherwise required by applicable law (such as in cases of willful misconduct,bodily injury or violation of mandatory product liability law - Produkthaftungsgesetz), Purchaser’s claims for damages as a result of delayed delivery and claims for damages instead of performance which exceed the limits specified in No. 4 shall be excluded in all cases of delayed delivery, including after expiry of an extension of time for delivery that MR may have granted. This limitation of liability shall also not apply to claims of the Purchaser for breach of a material contractual obligation (i.e. an obligation whose fulfillment is essential to the proper performance of the contract and on whose compliance the contracting party regularly relies and may rely); in this case, however, liability shall be limited to the damage typical for the contract and foreseeable by MR at the time of conclusion of the contract. Purchaser may terminate the contract only as provided by law and only if the delay in delivery was MR’s responsibility.
   
6. Upon request by MR, Purchaser shall state within a reasonable length of time if it is terminating the contract as a result of the delay in delivery and/or demanding a claim for damage in lieu of performance or insisting on delivery.
   
7. lf, at Purchaser's request or for reasons for which it is responsible, dispatch or delivery is delayed by more than one month after notice is given that goods are ready for dispatch, MR may charge Purchaser storage costs for each month thereafter in the amount of 0.5 % of the gross price of the Supplies, but in no event shall the aggregate storage charges exceed a total of 5 % of the price. The parties may nevertheless furnish proof of higher or lower storage costs. Legal claims of MR (including but not limited to indemnification for any additional costs and expenses incurred, termination) shall not be affected. Any such storage costs shall, however, be credited towards any further pecuniary claims.
   

VII. Transfer of risk

1. All risk shall pass to Purchaser, including if "carriage paid" delivery has been agreed, when the Supplies (or partial shipment of the Supplies) leaves the factory, regardless of whether further services such as commissioning or start-up remain to be performed following delivery.
   
2. If the dispatch or the delivery is delayed for reasons for which Purchaser is responsible, or if Purchaser has failed for other reasons to accept delivery, the risk shall pass to Purchaser as soon as the conditions for the default of acceptance have been met.
   
3. With respect to Supplies which are services, all risk shall pass to Purchaser upon completion of those services.
   

VIII. Taking delivery

Deliveries shall be accepted by the Purchaser, regardless of minor defects.

IX. Limited Warranty for defect of quality

MR hereby warrants the Supplies to be free from defects in workmanship and materials and to conform to any specially agreed specifications for a period of twenty-four months (the “limitation period”) from the date of shipment or completion of services. In the case of breach of warranty, MR shall be liable as follows:

1. MR shall, at its option and expense, repair, replace or provide parts or services for those that prove to be defective within the limitation period - irrespective of operating time - provided that the cause of the defect occurred prior to the time at which the risk passed to the Purchaser.
   
2. Claims for defects of quality expire after the limitation period, i.e. within twenty-four months unless otherwise provided by law. The special provisions of law regarding time limits (in particular § 438(1) no. 1 and no.2, §§ 444 and 445b of the German Civil Code) shall remain in effect.
   
3. A condition to the Purchaser’s claim for defects is that the Purchaser has fulfilled its legal obligations to inspect for and give notice of such defects. Any inspection of parts or components that are integrated into other products must be carried out prior to installation. If defects are apparent either in the inspection or thereafter, the Purchaser is to give MR prompt written notice. Notice will be deemed to have been given promptly if given within two weeks, whereby for purposes of meeting this deadline, sending the notice within that period is sufficient. In addition to this duty of inspection and notice, the Purchaser shall give written notice of any readily apparent defect (including delivery of the wrong product or quantity) within two weeks of delivery, whereby also in this case sending the notice within the period is sufficient. The Purchaser shall immediately notify MR in writing of any breach of warranty.
   
4. Purchaser may withhold payment based on claims of breach of warranty only in an amount that is commensurate with the actual defect(s). Purchaser may withhold payment only if a claim of breach of warranty is made and MR does not dispute it.
   
5. Purchaser shall give MR a reasonable period to rectify a defect. In the case of replacement, Purchaser shall return the defective part or component to MR pursuant to relevant provisions of law. Rectification of defects shall include neither removal of the defective part or component nor reinstallation if MR was not originally responsible for installation. MR shall bear, or reimburse the Purchaser for, costs incurred in connection with corrective work, including for materials, labor, shipment and travel. If costs are increased because the products or devices on which services were performed have been transferred to some place other than the agreed upon place of delivery, Purchaser shall bear such additional costs. Purchaser shall also pay the costs of sending the defective item to MR. MR reserves the right to require indemnification for costs incurred in connection with an unwarranted request for rectification of a defect unless the absence of a defect could not have been ascertained by the Purchaser.
   
6. If MR’s attempted remedy of any warranty breach fails, Purchaser - irrespective of any claims for damage with respect to Article XII - may terminate the contract or decrease the remuneration by a commercially reasonable amount.
   
7. Claims for breach of warranty shall not include minor deviations from the quality or condition agreed upon, minor impairment of usability, or natural wear and tear or damage arising - after the transfer of risk - from faulty or negligent handling, excessive strain, unsuitable equipment, defective workmanship, inappropriate foundation soil, chemical, electrochemical, electrical or other external influences not assumed under the contract, or from non-reproducible software errors. Claims for defects of quality do not cover modifications or repairs (and the consequences that result) carried out improperly by Purchaser or by third parties.
   
8. Purchaser’s claims for legal recourse against MR are valid only to the extent that the Purchaser has not made any agreement with its customer beyond those imposed by law. Moreover, the provisions of No. 8 apply to and restrict Purchaser’s claims under this No. 10.
   
9. Article XII. also applies to damage claims. Furthermore, MR hereby excludes Purchaser’s claims against MR and its agents concerning warranties for quality defects except as permitted by this Article IX
   

X. Industrial property rights and copyrights; defects of title

1. Unless otherwise agreed, MR shall furnish the Supplies free of third party industrial property rights and copyrights (hereinafter referred to as ”Property Rights") only in the country of delivery. lf a third party, because of an alleged infringement of Property Rights, asserts legitimate claims against Purchaser for products furnished by MR and used in conformity with the contract, MR shall be liable to the Purchaser within the limitation period as follows:
   
   
   1. At its own option and expense, MR shall either obtain a right to use the relevant products, modify them so as not to infringe upon the Property Rights, or replace them. lf this is not possible on terms acceptable to MR, Purchaser may terminate the agreement or reduce the purchase price by a commercially reasonable amount.
      
   2. Any obligation of MR to honor a claim for damage is limited by Article XII below.
      
   3. The obligations of MR described above are applicable only if Purchaser immediately (within two weeks of awareness) notifies MR in writing as to the claims lodged by a third party, an infringement is not acknowledged, and all counter-measures and settlement negotiations are reserved by MR. lf Purchaser ceases to use any of the Supplies in order to reduce damage or for other material reasons, it shall advise the third party that the cessation of use is not an acknowledgement of an infringement of Property Rights.
   
   
2. Claims of Purchaser against MR shall be excluded if the Purchaser is responsible for the infringement of Property Rights.
   
3. Claims of Purchaser shall also be excluded if the infringement of Property Rights was caused by specific demands of the Purchaser, by a use of the product not foreseeable by MR or by the product being altered by Purchaser or being used together with products not provided by MR.
   
4. In the case of Property Right infringements, the provisions as defined in Article IX, Nos. 6, 7 and 11 apply to those claims by Purchaser cited in No. 1a.
   
5. For other defects of title, the provisions as defined in Article IX apply.
   
6. Further claims or any claims made by Purchaser against MR and its agents other than those dealt with in this, Article X, concerning a defect of title are excluded.
   

XI. lmpossibility of performance, contract adaptation

1. lf a delivery is not possible, Purchaser may claim damages, unless MR is not responsible for the impossibility. The Purchaser's claim for damages shall be limited to 10 % of the value of that part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply (a) in cases of intent or gross negligence or (b) if there is a legally binding liability on the part of MR due to injury to life, body or health as well as violation of the mandatory product liability law (Produkthaftungsgesetz). This limitation of liability shall also not apply to claims of the Purchaser for breach of a material contractual obligation (i.e. an obligation whose fulfillment is essential to the proper performance of the contract and on whose compliance the contracting party regularly relies and may rely); in this case, however, liability shall be limited to the damage typical for the contract and foreseeable by MR at the time of conclusion of the contract Purchaser's right to terminate the contract remains unaffected.
   
2. To the extent unforeseeable events such as are described in Article VI, No. 2. materially change the economic importance of the Supplies or materially affect MR's business, the contract shall be adapted accordingly with due regard to the principle of good faith. If this is not economically reasonable, MR may terminate the contract. MR shall not be entitled to withdraw from the contract in an event which is attributable to MR. lf MR wishes to make use of this right of termination, it shall notify Purchaser in writing immediately after becoming aware (that means two weeks after becoming aware) of the significance of the event. This right of MR to terminate shall apply regardless of whether MR and Purchaser have agreed to an extension of the delivery time. MR shall without delay refund any consideration already received from Purchaser.
   

XII. Other claims for damages

1. As to Purchaser’s claims for damages and expenses (hereinafter referred to as “Claims for Damages”), including those concerning violation of contractual obligations and tort, regardless of their legal basis, MR is liable to Purchaser only in case of intent, fraud or gross negligence. The limitation of liability set forth in the first sentence of this Article XII No. 1 applies also in cases of breach of duty by or to the benefit of its agents, legal representatives, employees and other entities providing fulfillment or installation services for whose fault MR is responsible by reason of applicable law. This limitation of liability does not apply to Purchaser’s claims based on breach of a material contractual obligation (which means a duty, whose due fulfillment is necessary for the proper carrying out of the contract and on whose observance the contract partner regularly relies on and may rely on) or guarantees provided by MR. In cases of Article XII, No. 1, Sentence 3, however, MR’s liability is limited to damages which are typical for this kind of contract and foreseeable by MR at the time of entering into the contract except to the extent MR is liable by reason of intention, fraud or gross negligence. In particular, without limitation, indirect and consequential damages which are the consequence of defects in the product delivered are subject to recovery only to the extent such damages are the consequences of defects which are normally expected in case of use of the delivered product in accordance with MR’s directions.
   
2. The limitations of liability set forth in Article XII, No. 1 above shall not apply to Purchaser’s claims for loss of life, bodily injury or damage to health or if excluded by product liability laws.
   
3. If the Purchaser is entitled to claims for damage under this Article XII, the duration of liability of these claims corresponds to the time as set forth in the applicable limitation period regarding claims for defects of quality pursuant to Article IX, No. 3. The statute of limitations applies to claims for damages based on loss of life, personal injury or injury to health or based on applicable product liability laws. The statute of limitations also applies to claims for damages in case of gross negligence or intent.
   

XIII. Use of non-personal data

Insofar as MR obtains non-personal data of the customer and/or third parties in the course of the performance of the contractual relationship (e.g. device characteristics, performance parameters, other technical information), MR may use this data for its own business purposes (e.g. for further product development, quality controls and improvement of the range of services) for an unlimited period of time. This applies accordingly to such data that MR has sufficiently anonymized in accordance with the applicable data protection regulations. MR will not share this data with third parties outside the MR group of companies.

XIV. Governing law

The laws of the Federal Republic of Germany shall be applicable. The conflict of law provisions of German International Private Law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

XV. Settlement of Disputes concerning national Supplies

The following arbitration clause shall apply to contracts by and between MR and Purchaser whose business address is in the Federal Republic of Germany:
All disputes arising in connection with this contract or its validity shall be finally settled in accordance with the Arbitration Rules of the Deutsche Institution für Schiedsgerichtsbarkeit e.V. (DIS) (German Institution for Arbitration) without recourse to the ordinary courts of law. The place of arbitration is Munich. The number of arbitrators is three. The arbitral proceedings shall be conducted in English. The laws of the Federal Republic of Germany shall be exclusively applicable to this arbitral proceeding, except for its rules regarding the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG), both of which are hereby excluded.

XVI. Settlement of Disputes concerning international Supplies

The following arbitration clause shall apply to contracts by and between MR and Purchaser whose business address is outside the Federal Republic of Germany:
All disputes arising out of or in connection with this contract including questions regarding the legal validity of this contract and this arbitration clause shall be finally settled out of court and shall be referred to arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) by three arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Zurich, Switzerland. The language of the arbitral proceedings shall be English. The laws of the Federal Republic of Germany shall be exclusively applicable to this arbitral proceeding, except for its rules regarding the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG), both of which are hereby excluded.

XVII. Validity of the contract

In case of the legal invalidity of individual terms, the remaining parts of the contract shall remain binding. The parties shall undertake to replace the invalid provision by a new one which as far as possible shall meet the economic purpose intended by the invalid provision save where adherence to the contract would mean an undue hardship on one of the parties.