General Terms and Conditions of Business

General Terms and Conditions of Business (GTC) of EUROMAT GmbH, Baesweiler
I.Scope of application

II.these general trading conditions (AGB) are obligatory, if to their validity in the offer or confirmation of order of the EUROMAT GmbH is referred and they were made known to the contracting party. Other terms and conditions of the client/customer shall only be valid if they have been expressly accepted by EUROMAT GmbH in writing.

III. these terms and conditions shall apply to the services offered, the manufacture of components as well as to related consulting services and developments, which EUROMAT GmbH carries out according to the instructions (directives, specifications, technical documents) and under specification of the use of material (material) of the customer/client against payment within the scope of an order.

IV.Should any provision of the GTC prove to be invalid in whole or in part, the validity of the remaining provisions of the GTC shall not be affected. The contracting parties shall replace this provision with a new agreement that comes as close as possible to its legal and economic success.

V.Scope of Services, Period of Processing, Termination
1.The written order confirmation by EUROMAT GmbH shall be decisive for the scope of orders, deliveries and services. Services not included shall be invoiced separately. Quotations are subject to change and non-binding until order confirmation.

2.The offer describes the task and objective, content and scope, the processing period and the calculated remuneration. Orders deviating from this as well as additional agreements and changes of any kind require the written confirmation by EUROMAT GmbH.

3. EUROMAT GmbH reserves the right to make changes in the execution of its orders, deliveries and services, provided that no essential interests of the Customer known to EUROMAT GmbH are affected with regard to the use intended when the order was placed. EUROMAT GmbH shall be entitled to obtain from the customer any information deemed necessary for the proper handling of the order, deliveries or services.

4. EUROMAT GmbH shall retain unrestricted rights of ownership and copyright to cost calculations, drawings and other documents of EUROMAT GmbH. They may only be made available to third parties with the prior written consent of EUROMAT GmbH. Drawings and other documents prepared by EUROMAT GmbH for offers shall be returned to EUROMAT GmbH without delay if the order is not placed with EUROMAT GmbH. The aforementioned provision shall apply accordingly to documents of the customer with the exception that the documents may be made available to third parties to whom EUROMAT GmbH has assigned deliveries, services or orders.

5. If EUROMAT GmbH recognizes that the planned processing period is not sufficient, it shall submit to the Customer written proposals for changes as a basis for a mutually agreed extension of the processing period, stating the reasons.

6. Termination of the contract shall only be possible for good cause. In this case EUROMAT GmbH is obliged to deliver the previous results. The costs already incurred or costs to be incurred up to this period are to be paid by the customer, however, at the most up to the agreed upon order sum. The termination must be in writing.

VI.Orders that cannot be carried out, changes to deliveries and services
1. if the execution of an order, a delivery or a service cannot be rendered for reasons for which EUROMAT GmbH is not responsible, the customer shall nevertheless owe an appropriate remuneration for the expenses incurred by EUROMAT GmbH

2. the technical documents necessary for the execution of the treatment must be made available to EUROMAT GmbH by the customer/orderer by letter, fax or email. Subsequent changes, modified material compositions, missing or corrected data are to be communicated to EUROMAT GmbH by the client/customer in due time and directly. If this is not taken into account by the customer/purchaser, he shall bear and compensate EUROMAT GmbH for the costs of the damage of a faulty handling of the object of the order caused by this.

3. liability of EUROMAT GmbH for damage to the object of performance, the violation of contractual collateral duties and for damage that has not occurred to the object of performance itself shall be excluded in this case, except in the case of intent or gross negligence on the part of executive employees.

VII.Delivery of the client and incoming inspection
1. goods, parts, machines, components, products and/or materials, materials, technical equipment may be part of the execution of an order, a delivery or a service. Upon delivery of the items in accordance with Clause III.1, the Customer shall indicate the number of items, their designation and their value on an accompanying document (delivery bill). For all deliveries from abroad, the following additional information is required on a pro forma invoice:

• Unit price and total value,
• Number of packages,
• Gross and net weight, country of origin of the items,
• mode of transport for delivery and
• desired mode of transport for return.

2. The delivered items must be marked by the Customer in a suitable manner, correspond to the specified drawings and be in a condition suitable for treatment, handling and/or processing in accordance with the order, the delivery and/or the service. Such a condition shall not exist in particular in cases where the liability of EUROMAT GmbH is excluded in accordance with clause X.2. All information required for the treatment, in particular detailed treatment instructions, shall be enclosed with the items. This shall also apply to any special requirements to be complied with for the storage of highly sensitive items. Compliance with such requirements shall be remunerated separately and appropriately to EUROMAT GmbH if it has not been expressly agreed in writing.

3. delivered items that do not meet the above requirements may be returned by EUROMAT GmbH in accordance with clause II at the expense of the customer.

4. EUROMAT GmbH shall assume that the delivered goods and materials are free of defects, correct and fit. EUROMAT shall inspect them with regard to weight, number of pieces as well as obvious defects. There shall be no further obligation to inspect. Deviations and defects shall be notified to the customer without delay so that the customer can decide on further action within a reasonable period of time. The costs for an early return shall in any case be borne by the customer, even if otherwise agreed in the order confirmation.

 

VIII.price and payment
1. the prices are valid for delivery net ex works according to INCOTERMS 2000 excluding insurance and packaging. In the case of orders, deliveries and services in Germany, value added tax at the statutory rate shall be added to the prices.

2.All kinds of taxes, levies, fees, duties or the like arising in connection with the contract shall be borne by the customer or shall be reimbursed to EUROMAT GmbH against proof, if EUROMAT GmbH has become liable for them.

3. the prices correspond to the cost situation at the time of the placing of order and contain personnel, material and additional expenses. Expenses and travel costs shall be charged separately. If the contents of services, necessary additional services such as e.g. special pre-treatments or special devices, delivery or service deadlines of the customer or other third parties, the cost factors, e.g. the relevant standard wages or the material prices, change by the agreed end of the processing period, EUROMAT GmbH may increase the price up to the amount of the additional costs actually incurred.

4.All payments shall be made immediately without deduction in Euro to the bank account of EUROMAT GmbH indicated on the letterhead. The payment obligation shall be deemed to be fulfilled when the total agreed delivery price has been paid to EUROMAT GmbH.

5. advance payments shall not bear interest.

6. in the case of cheques or bills of exchange, payment shall only be deemed to have been made when they have been honoured.

7. in case of agreed partial payments, EUROMAT GmbH shall be entitled to demand immediate payment of the total order price without consideration of the agreed due dates in case of non-payment of even one due installment or protest of a bill of exchange, in case of cessation of payments by the customer or other circumstances becoming known which give rise to serious doubts about the customer’s compliance with the partial payment agreements. In such a case EUROMAT GmbH shall also be entitled to terminate the order by registered letter and to demand the delivery items remaining in its ownership in accordance with Section IX. as well as compensation for the damage incurred by EUROMAT GmbH. No legal action shall be required for EUROMAT GmbH to exercise the aforementioned rights.

8. withholding of payments or offsetting against counterclaims of the customer disputed by EUROMAT GmbH shall not be permissible.

9. if invoices due for payment are not paid by the customer, he shall be in default even without a reminder. In case of default EUROMAT GmbH shall be entitled to charge lump-sum damages of at least 5 % above the respective discount rate of the Deutsche Bundesbank, subject to further claims, unless the customer proves that EUROMAT GmbH has suffered a significantly lower damage.

10.EUROMAT GmbH shall notify the customer immediately if it is foreseeable that the desired result cannot be achieved with the agreed price. EUROMAT GmbH shall submit proposals for further action.

 

IX.result of the order, delivery and/or service
1. the result of the order, the supply and/or the achievements is made available to the client after conclusion in accordance with the offer.

2.The customer shall receive a non-exclusive right of use to the inventions created and to the industrial property rights registered by and granted to EUROMAT GmbH in accordance with the terms of reference. The customer shall reimburse EUROMAT GmbH a share of the costs for application, maintenance and defense of the property rights to be agreed upon as well as the statutory employee inventor’s remuneration in case of use.

3. upon request the customer shall receive an exclusive right of use against payment for the purpose of application on which his order is based instead of the right according to section VI.2. The request shall be made in writing to EUROMAT GmbH no later than 3 months after notification of the invention. EUROMAT GmbH shall retain a non-exclusive, royalty-free right of use for its own scientific purposes. 4.

4. The customer shall receive a non-exclusive, royalty-free right of use for the copyright-protected results and know-how arising from the execution of the order, the delivery and the service. The granting of an exclusive right of use for the purpose of application shall require a separate agreement.

X. Conflicting industrial property rights of third parties
1. EUROMAT GmbH shall notify the Customer without delay of any third party industrial property rights of which it becomes aware and which could be infringed by the use of the results of the order, the delivery and/or the service. EUROMAT GmbH and the customer shall decide by mutual agreement whether and in what way third party rights that become known shall be taken into account in the performance of the work. 2.

2. in the case of a legally established payment obligation of the customer, which is based on an infringement of an industrial property right, EUROMAT GmbH may, at its discretion, either procure the necessary licenses for the customer or provide a modified development object or parts thereof, which eliminate the allegation of infringement. The customer shall not be entitled to any further claims in the event of infringement of third party property rights. 3.

3. the customer shall also inform EUROMAT GmbH without delay of any third party industrial property rights known or becoming known to it which could be infringed by the use of the results of the order, the delivery and/or the service.

XI.Transport and insurance, transfer of risk
1. upon request EUROMAT GmbH shall organize the delivery and removal of items in accordance with clause III.1 and shall cover them by transport insurance procured by EUROMAT GmbH, but otherwise (in the event that such transport insurance does not cover damage) at the risk of the customer.

2. the property or the objects according to clause III.1 of the customer shall not be insured by EUROMAT GmbH in any way during the stay at EUROMAT GmbH. Any deviation from this shall only apply in the case of an express written agreement in individual cases, and then at the expense of the customer.

3. If the customer does not meet a deadline set by EUROMAT GmbH or a time limit set by EUROMAT GmbH for the collection of his property or the objects according to clause III.1, EUROMAT GmbH shall be entitled to demand reasonable storage charges from this date or from the expiry of this time limit for the storage (clause VIII 4.). In this case EUROMAT GmbH shall also be entitled to choose another place of storage at its own discretion, always at the expense and risk exclusively of the Customer. 4.

4. the risk shall pass to the customer, even if carriage paid delivery has been agreed:

• In case of delivery, when the delivery has been brought to the dispatch or has been picked up. The packaging shall be as customary in the trade. Shipment shall be made at the expense and risk of the Customer.
• In case of delivery on the day of takeover at the premises of the customer. If the principal does not accept the offer of takeover, the risk shall pass to the principal after the expiry of 14 days from this offer.

5. if the dispatch, delivery or takeover is delayed at the request of the customer or for reasons for which the customer is responsible, EUROMAT GmbH shall be prepared to effect insurance requested by the customer at the customer’s request and expense.

XII.Deadline for order processing/end, deliveries and services

Compliance with the deadlines for the processing/end of the order, delivery and/or performance shall be subject to the condition that all documents or items to be supplied by the Customer pursuant to Section III.1, necessary approvals, releases and other provisions are available in due time, that the Customer has fulfilled the payment conditions and any advance performance obligations and that all other, in particular technical, prerequisites for the execution of the order have been met. If these prerequisites are not fulfilled in time, an appropriate extension of the deadline shall apply. 2.

2. a contractual penalty for late deliveries requires a separate written agreement.

3. The period shall be reasonably extended in the event of:

• measures within the scope of industrial disputes, in particular strikes and lockouts or other operational disruptions
• in case of mobilization, war and/or riot
• rejection of an important piece of work
• delay in the delivery of important raw materials and parts
• delay in the fulfillment of orders, deliveries and/or services of third parties as well as other events unforeseeable by EUROMAT GmbH,

if these obstacles result in and/or contribute to the failure to meet the deadline. The aforementioned circumstances shall also not be the responsibility of EUROMAT GmbH if they arise during an already existing delay in meeting the deadline.

In case of non-compliance with the deadline for reasons other than those mentioned in clause 2, the customer may – provided that he can credibly prove damages in this amount – claim compensation for delay for each completed week of delay of 0.5% up to a total of 2.5% of the value of that part of the order, the delivery and/or the service which cannot be put into appropriate operation due to the untimely completion. Any further claims of the Customer due to non-compliance with the deadline, in particular claims for damages, shall be excluded even after expiry of any grace period set. This shall not apply if liability is mandatory in cases of intent or gross negligence. The right of the client to withdraw from the contract after the fruitless expiry of a period of grace granted to the company remains unaffected.

4. if the dispatch or delivery is delayed at the request of the client, the client may be charged storage costs amounting to 0.5% of the invoice amount for each month or part thereof, starting one month after notification of readiness for dispatch. The storage charge shall be limited to 5 % unless higher costs are proven.

XIII.Inspection and Acceptance
XIV.The Customer shall be obliged to accept the work as soon as EUROMAT GmbH has notified the Customer of the completion of the work. If the acceptance is delayed through no fault of EUROMAT GmbH, it shall be deemed to have been effected after the expiry of 2 weeks from the date of notification.

1. EUROMAT GmbH shall inspect the treated goods prior to shipment. For this purpose it shall use the current state of the art. If the customer requires additional inspections, these shall be agreed upon separately and shall be charged for.

2. With the agreed tests EUROMAT GmbH only controls the compliance with the characteristics specified by the customer, but not the functionality of the treated goods. In particular, EUROMAT GmbH shall not be subject to any product monitoring obligations.

 

XV.Retention of title and lien
1. EUROMAT GmbH shall retain title to the goods delivered until all payments have been received and all other claims against the customer arising from the order have been fulfilled. Any processing of the object of the order, delivery or service as well as its combination with other objects by the customer or third parties shall be carried out on behalf of EUROMAT GmbH. EUROMAT GmbH shall be entitled to co-ownership of newly created objects in proportion to the value of the object of the order, delivery and/or service.

2. The customer may neither pledge nor assign as security these objects of order, delivery and/or service. The customer shall immediately notify EUROMAT GmbH of any seizure and confiscation or other endangerment of the property by third parties, sending copies of the relevant documents (e.g. seizure protocol). The costs of any intervention by EUROMAT GmbH shall be borne by the customer.

3. In case of default of payment, substantial deterioration of the financial situation of the customer, opening of judicial or extra-judicial composition proceedings or bankruptcy of the customer’s assets, EUROMAT GmbH may, without withdrawing from the contract, demand the return of objects of the order, delivery and/or service, whereby the costs incurred, in particular for the return transport, shall be borne by the customer. The same shall apply if, after delivery of the objects of the order, delivery and/or service, EUROMAT GmbH has reasonable doubts about the Customer’s ability or willingness to pay.

4. The customer shall be entitled to process the objects of the order, delivery and/or service in the ordinary course of business as long as the customer is not in default of payment. If new items and/or contents are created by the processing, EUROMAT GmbH shall acquire co-ownership upon their creation in the ratio of the sales price of the affected item delivered by it to the value of the respective new items created by the combination at the time of their creation. The same shall apply in the event of a combination of the goods with items not belonging to EUROMAT GmbH. In cases of processing and combination the customer shall keep the new items for EUROMAT GmbH.

5. EUROMAT GmbH shall be entitled to a lien on the goods of the customer that have come into the possession of EUROMAT GmbH on the basis of the contract. The right of lien can also be asserted on account of claims from earlier work carried out, spare parts deliveries and other order services, insofar as they are connected with the object of performance. The right of lien shall apply to other claims arising from the business relationship insofar as these are undisputed or have been legally established.

XVI.Warranty and Liability
1. EUROMAT GmbH warrants the application of scientific diligence and compliance with the recognized rules of technology. EUROMAT GmbH shall be entitled to rectify any defects that occur. In case of failed rectifications the customer shall be entitled to demand a reduction of the remuneration or cancellation of the contract at his discretion. Further warranty claims are excluded.

2. complaints shall be substantiated by the customer, whereby the goods complained about shall be presented to EUROMAT GmbH upon request. Complaints must be lodged with EUROMAT GmbH without delay, but no later than 1 week after delivery of the goods to the customer.

• If no complaint is made within this period, the treated goods shall be deemed to have been approved.
  Obligation for warranty and liability on the part of EUROMAT GmbH shall not apply:
• if on the part of the customer or third parties improper changes are made to the object of performance without prior written consent,
• if the object of performance is used or further processed regardless of a defect,
• for all discrepancies and damages resulting from missing, incorrect, incomplete or inaccurate information in the placing of the order or from treatment and/or handling instructions which EUROMAT GmbH has determined to be unsuitable prior to the execution of the order,
• for damages resulting from the unsuitable condition for the execution of the order of the items supplied by the customer in accordance with clause III.2 of the goods handed over (material defects, dimensional deviations, etc.),
• for damage caused as a result of improper use, faulty assembly or use, repair or maintenance by the Customer or third parties or as a result of natural wear and tear.

3. EUROMAT GmbH shall only be liable for intentional and grossly negligent actions. The liability for proven damages is limited to the amount of the remuneration. EUROMAT GmbH shall not be liable for consequential harm caused by a defect after completion of the project or completion of the order.

4. the customer exempts EUROMAT GmbH from all non-contractual claims of third parties from product liability. Recourse claims of the customer against EUROMAT GmbH from the satisfaction of non-contractual claims of third parties from product liability are excluded.

XVII.Secrecy
EUROMAT GmbH and the customer shall not disclose to third parties any information of a technical or commercial nature which has been mutually disclosed or declared to be confidential for the duration and after termination of the contractual relationship. This shall not apply to information that is generally accessible or for which EUROMAT GmbH or the Customer have waived confidentiality in writing.

XVIII.Publications
1. The customer shall be entitled, after prior agreement with EUROMAT GmbH, to publish the results of market-oriented implementation from applied research and development, technology transfer, dissemination and introduction and other services and deliveries, naming the author and EUROMAT GmbH. The coordination is to take place with consideration that e.g. patent applications are not impaired.

2. publications of EUROMAT GmbH, which concern the purpose of application and for which the customer claims exclusive rights according to clause VI, shall be coordinated with the customer in due time.

3. the Customer may use the results for purposes of advertising under mention of the name of EUROMAT GmbH only with its express consent.

XIX.applicable law
1. place of jurisdiction and place of performance shall be the registered office of EUROMAT GmbH.

2 German law shall apply to the contractual relations.

3. subsidiary agreements, amendments and supplements must be made in writing.

XX.Binding nature of the order conditions
The contractual provisions of this order shall remain binding in their remaining parts even if individual provisions are legally invalid. Changes of the order conditions require the written form, which can be waived only in writing.

EUROMAT GmbH
Industrial Surface Solutions

signed
Dr.-Ing. Ino J. Rass
Managing Director
Status January 2018