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General Business Terms and Conditions

1. General
All deliveries and services of BEIL shall be rendered exclusively in accordance with the following Business Terms and Conditions. Any deviating terms and conditions of the Customer are hereby expressly rejected. Such terms and conditions shall obligate BEIL only if BEIL has acknowledged them in writing.
Through the issuance of the order and the acceptance of the goods we have supplied, the Customer confirms its agreement with our terms and conditions.

1. Scope of deliveries and services
1.1. The written order confirmation of the supplier or service provider (hereafter, “Supplier”) shall be prevailing for the scope of deliveries or services.

1.2. In this regard, protective devices shall also be supplied if they have been prescribed by law or have been expressly agreed.

1.3. In unrestricted fashion, the Supplier reserves the right to the ownership- and copyright-related exploitation rights for cost estimates, drawings and other documents; they may be made accessible to third parties only after having received the prior approval of the Supplier. If the bidder is not granted the job, any drawings and other documents related to the order must be immediately returned upon request. Clauses 1 and 2 shall apply accordingly to the documents of the Customer; however, these documents may be provided to such third parties to whom the Supplier has been permitted to assign the rendering of deliveries or services.

1.4. Ancillary agreements are only valid if they have been confirmed in writing.

2. Prices
2.1. The prices are considered to be net prices and include no VAT. It shall also be charged in the respectively valid amount prescribed by law and must in any case be paid by no later than the 10th day of the month following delivery.

2.2. The prices shall be considered to be ex works, excluding packaging. They are understood to exclude all state and governmental levies which will be re-determined or collected anew in the future – retroactively as well – for the individual shipment of goods.

2.3. The prices shall be calculated upon the cost basis of the work provided. In the event of changes in material prices, wages, freight or other cost factors, the right is reserved to make a price adjustment unless the delivery is made within four months after the conclusion of the agreement.

3. Payment terms and conditions
3.1. The payments shall be made in cash without any deductions to the bank account of the Supplier within 30 days after the invoicing date.

3.2. Any right of offsetting or retention is possible only in the event of undisputed or legally upheld claims.

3.3. In the event that the payment deadline is not met, then we reserve the right to assert a claim for payment default damages in the amount of the bank credit we are claiming.

3.4. If the Customer does not fulfil its payment obligations or the obligations resulting from the reservation of ownership, it suffers a substantial financial downturn or it discontinues its payments, then the entire remaining amount owed shall come due for payment.

4. Reservation of ownership
4.1. The delivery goods shall remain the Supplier’s property until all payment claims are completely settled which have been created from the supply agreement or in conjunction with the delivery goods. This shall also then apply if the payment claims are subjected to ongoing billing.

4.2. Any handling and processing of the delivery goods subject to the reservation of ownership as well as their combining with third-party goods shall be carried out by the Customer or third parties upon the Supplier’s behalf. The Supplier shall be entitled to co-ownership to the newly created goods upon a proportional basis according to the value of the delivery goods. The Customer shall already now assign its payment claims from the resale of the delivery goods to the Supplier in order to secure the Supplier’s claims and up to this amount. The Customer shall be authorised to collect its payment claims. However, the Supplier reserves the right to collect the payment claims itself.

4.3. The Customer shall be obliged to return the delivery goods if it has not fulfilled its payment obligations. It shall be liable for all damages which are created resulting from the return of the delivery goods. If the delivery goods have been used, then the Supplier shall be entitled, without being required to document damages, to assert a payment claim for a value reduction or a usage-related compensation claim of 25% for the first half-year of use and, for each further half-year, to assert such a claim of 5% against the Customer unless a larger value reduction claim is justified owing to the actual condition of the delivery goods.

4.4 The Customer must immediately notify the Supplier of any attachments or other restrictions of ownership interests.

5. Timeframes for deliveries and services
5.1. The reciprocal written declarations of the parties shall be prevailing for the timeframes for deliveries and services. The adherence to the timeframe shall require the timely receipt of all documents, required approvals, releases, the timely clarification and approval of plans, the adherence to agreed payment terms and conditions and other obligations upon the part of the Customer. If these requirements are not fulfilled in a timely manner, then the timeframe shall be appropriately extended.

5.2. The timeframe shall be considered to have been met for delivery without any erection or mounting work having been agreed if the delivery has been sent or made available for pick-up in an operational condition within the agreed delivery or performance timeframe. If the delivery is delayed owing to reasons for which the Customer is responsible, then the timeframe shall be considered to have been met if the Supplier makes notification of readiness for delivery within the agreed timeframe. In the event that delivery with erection or mounting work has been agreed, then the timeframe shall be considered to have been met as soon as such work has been carried out within the agreed timeframe.

5.3 The delivery timeframe shall be appropriately extended in the event that hindrances arise which are attributable to force majeure. This shall also include measures undertaken within the parameters of labour struggles, particularly strikes and lockouts. This shall also apply if unforeseen hindrances and sets of circumstances arise for the Supplier’s own suppliers. The adherence to the delivery timeframe shall require the fulfilment of the contractual obligations.
BEIL shall also then not be responsible for the aforementioned sets of circumstances if they arise during an already-existing delay. If the shipment is delayed upon the Customer’s request, then we shall be entitled, after the setting of an appropriate notice period, to otherwise dispose of the delivery goods, to supply the Customer within a correspondingly extended timeframe and to bill the Customer for any storage costs incurred.

5.4. The agreed delivery timeframe may be exceeded by four successive calendar weeks without BEIL entering into delivery default by so doing; the delivery week shall always be considered to be its last calendar day.

5.5. If BEIL culpably fails to meet the last possible delivery deadline, then the Customer shall, provided it has set an appropriate notice period in writing and announced its rejection of BEIL’s contractual performance, be entitled to declare its rescission from the supply agreement within four more calendar weeks – calculated from the last day of the notice period that has been set. If it does not exercise this right within this timeframe or does not exercise this right in writing, or if BEIL is ready to make delivery before the receipt of the declaration of rescission upon the part of the Customer, then the Customer shall lose its claim to rescission of the agreement (=forfeiture). If the Customer withdraws from the agreement in a timely fashion and in the correct form, BEIL shall, against documentation, provide compensation for the Customer’s damages based upon a declaration in the amount of one percent of the price agreed for the contractual goods subject to the exclusion of all other claims of the Customer; this restriction shall not apply in the event of intentional wrongdoing or gross negligence upon the part of BEIL or its vicarious agents which involve the delayed delivery.

6. Transfer of risk
The transfer of risk – for FOB deliveries as well – shall be transferred to the Customer by no later than the shipment of the delivery goods from the factory. However, if the shipment is delayed owing to the Customer’s actions, then the transfer of risk shall be made to the Customer when the notification of readiness for shipment is made.

7. Erection and mounting work
Provided that nothing is agreed in writing for each type of erection and mounting work, the respective service terms and conditions of the Supplier shall apply.

8. Acceptance
8.1. Any goods delivered must be accepted by the Customer even if they have minor defects.

8.2. Partial deliveries are permitted.

9. Warranty for delivery and service defects
For defects which also include the absence of guaranteed quality features, the Supplier shall be liable as follows:
9.1. All those delivery parts or services must, at the Supplier’s choice, either be rectified, a new delivery must be made or services must be rendered anew upon a free of charge basis if such delivery parts or services have been made unusable or their usability has been substantially restricted within two years – without taking into consideration the period of use – from the day that risk was transferred as the result of sets of circumstances arising before the transfer of risk, particularly owing to defective design, inadequate materials or flawed construction. The discovery of such defects must be immediately reported to the Supplier in writing.

9.2. The Customer must fulfil its contractual obligations, particularly the agreed payment terms and conditions. If a notification of defects is made, then the Customer’s payments may be withheld in a scope which is appropriate for the defects that have been discovered and provided that there is no doubt that this notification of defects is justified.

9.3. The Customer must grant the Supplier the time and opportunity that is required in its fair judgment for the rectification of the defects. If the Customer rejects this, then the Supplier shall be released from this liability for defects.

9.4. If the Supplier allows the extension period to lapse which has been provided to it without eliminating the defect, the Customer may demand the rescission of the agreement (avoidance) or a lowering of the purchase price (reduction).

9.5. The right of the Customer to assert claims owing to defects shall become statute-barred in all cases in six months from the point in time of the timely notification of defects. If no agreement is reached within this timeframe, then the Supplier and the Customer may reach agreement upon an extension of this statute of limitations period.

9.6. The liability for defects shall not apply to natural wear-and-tear; furthermore, it shall not apply to damage to the delivery goods which is created after the transfer of risk owing to defective or negligent handling, excessive workloads, unsuitable working materials, defective service and maintenance, unsuitable building sites and such chemical, electro-chemical or electrical influences in accordance with this agreement.

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