General Terms

General Terms and Conditions of Business LUNUX GmbH (Germany)

§1 General Terms / Field of application

(1) Our Terms and conditions are automatically accepted by the customer in all points by placing an order and are valid for all present and future businesses even if not specifically referred to but if received by the customer at least once together with an order confirmation.
(2) Our general terms and conditions are valid for sales as well as for deliveries, contracts, consulting services and all other provided services of LUNUX GmbH. In the following paragraphs the above will be uniformly named sales.
(3) A COMPANY within the meaning of our general terms are natural or juridical persons as well as partnerships having legal capacity, acting in a self-employed or commercial way and with whom a business relation is entered into. A CUSTOMER within the meaning of our general terms are both private people as well as companies.
(4) Divergent, contradicting or complementary general terms of the customer, unless expressly accepted, are not contract binding even if LUNUX

GmbH has been informed of their existence and even if we did not expressly deny them. Other terms divergent from ours need to be agreed upon in writing to be legally valid. This applies as well to an in-writing waiver agreement. Deviations are thus only valid if they are agreed upon by us in writing.
(5) We shall retain the unlimited right of property and use and copyright to images, drawings, calculations, offers and other documents, which may be made accessible to third parties only with the prior consent of LUNUX GmbH. These have to be returned upon request if no business comes into existence. Phrases 1 and 2 respectively apply also to the documents of the customer; however these may be made available to those third parties to whom we have subcontracted deliveries. Each violation of phrases 1 and 2 is punished by a fine of 1000 EUR. We retain the right for any further claims of compensation.

§2 Offers, Scope of service and contract conclusion

(1) Our offers are non-binding
(2) Our order confirmation is the only valid document for all contractually binding performances.
(3) HELLUX reserves the right to changes in material, constructions, and specification of design even after the confirmation of the order insofar that these changes do not contradict the customer requirements at the time the order was issued. The customer will agree to any proposal of changes in the production as far as these are reasonable.

(4) Partial deliveries and invoicing of the same are permissible.
(5) The documents on which the offer or the order confirmation are based, such as illustrations, drawings, information on dimensions and weights, should normally only be considered approximate values insofar as they are not expressly stated as binding. Such documents may only be disclosed to third parties with our prior consent.
(6) Purchase orders are only effective upon issuance of an order confirmation or upon shipment of the item.

§3 Prices and payment terms

(1) All the prices are net prices (plus value added tax at the statutory rate).
(2) Our invoices are payable within 10 days after the date of invoice, net. Other conditions or bonuses or cash discounts require a separate agreement.
(3) In case of single orders below a net order value of 2500 EUR the shipment costs are to be paid by the customer. In case of single orders up to 1000 EUR packaging costs are added. Shipment costs are charged separately. In case of orders below 200 EUR a low-quantity surcharge of 30 EUR will be added additional to the costs of packaging and freight. Deliveries into foreign countries are invoiced separately, unless otherwise agreed.
(4) All receivables become immediately due if the terms of payment are not adhered to and if we become aware of circumstances which in our opinion are affecting the buyer`s creditworthiness. In case of default of payment

we are entitled, despite any other previous agreement, to immediately request full outstanding payment and advance payment for existing orders.
(5) The customer may not offset payments against counterclaims unless the counterclaims are undisputed or legally binding. Retention of any payment and claims thereof are excluded, unless they are undisputed and legally binding.
(6) Should the payment deadline be exceeded, while simultaneously reserving the right to assert further damage, interest rates will be charged in the amount of the official 3-month-EURIBOR rate of the European Central Bank plus 8%.
(7)  Justified claims by the customer do not entitle to retain from the payment obligation in any case.

§4 Retention of title

(1) Contracts with companies lead to the reservation of all ownership rights of the merchandise until payment on all demands for the relevant business transaction has been made in full.
(2)The customer is obliged to notify us immediately if any third party is accessing the goods such as might be in the case of a distraint or a possible damage or destruction. A change of property rights of the merchandise as well as change of address/or place of business of the customer has to be notified immediately.
(3) The customer is entitled to sell the goods in the ordinary course of business. However the customer assigns us immediately any rights towards third parties resulting from the sale of our goods as to the amount of our rights. We accept the assignment. After the assignment the customer is authorized to collect the due sums.

LUNUX GmbH reserves however the right to collect the claim itself as soon as the customer does not properly satisfy his payment obligations towards us or if he is in default of payment.
(4) If the customer modifies or reworks the goods, he always does so in our name and on our behalf without us assuming any responsibility for the same.
(5) If the goods are modified/reworked by the customer using goods/materials not supplied by us, the right of ownership is extended to the entire new item. We acquire that fraction of property that corresponds to the ratio of the value of our goods as part of the whole.
(6) To assert the rights from the retention of title, it is not necessary to withdraw from the contract.

§5 Dispatch and transfer of risks

(1) Delivery is made “ex works”. Route and means of dispatch shall be, unless otherwise agreed upon, the choice of LUNUX GmbH. The goods may be insured upon request and cost of the buyer. Packages cannot be returned.
(2) The danger of accidental destruction or accidental deterioration of the goods is transferred to the customer at the time of handing over the goods to the shipping agent, the carrier, or the persons or institution otherwise instructed to perform the delivery.

(3) The delivery is considered even if the customer is in delay of accepting the goods.
(4) In the event of delivery including installation, the risk is passed onto the buyer upon the completion of the installation.
(5) Any damage or loss must be documented immediately upon receipt of goods to the freight carrier on the letter of consignment by indication of any sort of claim.

§6 Delivery time

(1) Unless a fixed delivery date has been expressly agreed upon all delivery details are not binding. The customer can demand a firm delivery from us within a reasonable time period, 14 days after the exceeding of a non-binding delivery date.
(2)  The delivery time starts from the date when we handover the order confirmation to the customer.
(3) If a delivery date or delivery time is agreed, this shall be extended accordingly if the customer fails to submit required actions or co-operations. Changes of the goods, requested and initiated by the customer result in a reasonable extended delivery time. 
(4) We do not take responsibility for the impossibility of delivery or delay in delivery, as long as caused by force majeure or other, at the time of conclusion of the supply contract unforeseeable circumstances (such as but not limited to all forms of disruption in operations; difficulties in obtaining material and energy; delays caused by transportation problems, strikes or legal lockouts; lack of working force, energy or raw materials; difficulties in obtaining official authorizations, official provisions or the absence, non conformity delivery or delayed delivery by suppliers) and any such event that are neither caused nor influenced by us. As far as such incidents make the performance of delivery or service for us difficult or

impossible and the obstruction is not only of temporary duration, we are entitled to withdraw from the contract. In the event of incidents that are of temporary duration, the deadlines for delivery or performance shall be extended or shall be postponed by the period of the impediment plus a reasonable start-up period. If the impediments lead to unacceptable delays for the customer, he is allowed to resign from the contract by immediate written statement.
(5) The delivery time is seen as fulfilled if:
a) for supply without installation, the operationally ready shipment has left the factory within the agreed delivery time.
b) for supplies including installation , as soon as the installation of the system is completed, within the agreed term,
(6) Should delivery times be postponed from the customer, this is possible for a maximum of 14 days. After expiration of this period the purchase amount of the produced items has to be paid.
(7) The returning of goods require our prior consent. The resulting shipping costs will be borne by the customer provided that there is no different written agreement. We are entitled to reduce on credit notes handling expenses in the amount of at least 25 % of merchandise value  with at least 30 EUR net per returned delivery.

§7 Warranty and Liability for Defects

(1) The customer must immediately after receipt of goods control and verify the merchandise concerning compliance with the agreed quantity and conditions. The buyer has to report to us in writing any obvious defects within 4 days after receipt of goods. Claims are excluded if the customer has failed to reserve recourse rights against third parties ( e.g. certificate of lack of quantity). The customer shall bear the full burden of proof for all claim requirements, in particular for the defect, the date of detection of the defect, and due notification of the defect.
(2) For defective merchandise initial warranty is provided in the form of remedial repair or replacement according to our choice.
(3) If the subsequent performance fails, the customer may generally at its discretion demand a lowering of the fee (reduction) or termination of the contract (withdrawal). However, in case of minor defects the buyer is not entitled to withdraw from the contract.
(4) If the customer chooses to withdraw from the contract based on failed remedial action, he is not entitled for any claims for damage compensation based on the defect. If the customer chooses damage compensation, following a failed remedial action, the goods remain with the customer if this can be reasonably expected. Damage compensation shall be limited to the difference between the purchase price and the value of the defective

goods, provided the seller has not caused the defect fraudulently.
(5) The guarantee period for companies is one year starting from the date of the dispatch of the goods. This shall not apply if the customer has not notified us of the defect in good time. (see point 1 of this term)
(6) If the purchaser is a company only the manufacturer’s product description is agreed as being the base for the condition of the goods. Announcements, statements, recommendations or advertising are not subject of the contractual condition of the goods.
(7) If the customer receives deficient assembly instructions, we shall be merely obligated to supply defect-free assembly instructions and this also only if the defect in the assembly instructions is in opposition to a proper assembly.
(8) Any manipulation of our products or packaging, including but not limited to modification, reworking or re-labeling, is prohibited and infringes among other rights, our registered trademark rights. Modifications can damage our products, have negative effects on their technical properties and can destroy them and lead to damage of other objects. LUNUX GmbH shall not be responsible in any case for any modifications and/or the damage this may causes.

§8 Limitation of liability

(1)  No claims for damages suffered by the customer are accepted if these are arising from culpa in contrahendo (violation of mutual confidence in the preparation of a contract) , from breach of principals or auxiliary contractual duties, unless they are based on intention or intentional negligence by us or our auxiliary persons.
(2) Claims according to the Product Liability Act cannot be invoked against us if there is a reasonable possibility for a claim against a third party. If we are held responsible by a third party due to any fault of the goods the customer is nevertheless committed to full compensation towards us unless he can proof that the defects in the product are due to gross negligence of our management body. Also in this case we are not responsible for slight negligence of our management body or executives as gross and slight negligence of our auxiliary persons. The customer has to inform us immediately in writing when a third party claims damage compensation against our customer for damages that result from a product

fault in connection with the goods supplied by us. If the customer fails to do so, i.e. fails to follow the immediate information obligation thus results in losing any rights which he would otherwise be entitled to. 
(3) If we are obliged for compensation for a damage caused as a result of slight negligence, our liability shall be limited. We are only liable for breach of contractual obligations. Our liability is limited to the typical damage foreseeable at the moment of conclusion of the contract. This limitation does not apply to injuries of body, life and health, for deceit and fraudulent concealment, or if we have assumed and accepted a warranty or a procurement risk. If the customer is covered by his own insurance for the damage in concern, we accept liability only for the disadvantages of the utilization of it by the customer.
(4) Our liability for delay in delivery and impossibility of performance has been settled under §. 6 (4).

§9 Final Clauses

(1) The contractual relationship is exclusively subject to German law, in particular the German Civil Code (Bürgerliches Gesetzbuch) and the German Commercial Code (Handelsgesetzbuch). The regulations of the UN-commercial law and codes (CISG) are not applicable.
(2) German is the exclusive contractual language.
(3) Place of performance for deliveries and payments and exclusive jurisdiction for all disputes between the parties is Laatzen. The same applies if the customer has no general place of jurisdiction in Germany or the domicile or habitual place of residence at the time of legal action is not known.

(4) Should individual provisions of the contract with the customer, including these General Terms and Conditions be wholly or partly ineffective, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a regulation whose economic success comes as closely as possible.
This is a non-binding translation of our German “Allgemeine Geschäftsbedingungen" (AGB(General Terms and Conditions of Business)) in the currently valid version.