General Terms and Conditions GTC

General terms and conditions for delivery, installation, repairs of the company inno-tech GmbH (date: October 2006)

The following conditions are valid, unless otherwise agreed in writing. Contrary terms of the seller are invalid, unless we particularly agreed in writing. The following terms and conditions are even valid, if the supplier unconditionally delivers to the seller even knowing of contrary or deviant terms of the seller to those of the supplier.

I. VALIDITY OF VDMA-TERMS
In general the General Terms and Conditions, recommended by the German Association „Verband deutscher Maschinen- und Anlagenbau e. V.“ (VDMA) are valid, means
1. for deliveries of machines, machine parts and accessory or other parts the General Terms and Conditions for delivery of machines for domestic transactions, date 2002 (delivery terms of VDMA);
2. for installations the General Conditions of machinery for in-country installations, date 2002 (installation terms of VDMA);
3. for repairs of machines and equipment the terms of machinery for in-country repairs of machines and equipment, date 2002 (repair terms of VDMA);
4. if the contract doesn’t include only deliveries but also installations, for deliveries the delivery terms of VDMA (fig.1) and for installation the installation terms of VDMA (fig. 2), unless otherwise agreed. We will provide the VDMA-terms free of charge if requested in writing.

II. ADDITIONAL TERMS FOR ALL SERVICES
For all contracts, independently which of the a.m. service (I.) is meant, the following terms, additional to the relevant VDMA-terms, are valid and prior in case of doubt:

1. Foreign business transactions, applicable law, contract language
a) Our General Terms of Business including the relevant VDMA-terms are also valid for foreign transactions.
b) For all contracts, even for future service, exclusively German law applies, except the uniform UN Convention on Contracts for the International Sale of Goods (CISG). Contract language is German. Place of jurisdiction is the responsible court of the place of residence of the supplier.

2. Additional liability limit
a) Any compensation of delayed completion can only be required, if the seller gives an appropriate period of grace of at least six working days in writing after occurrence of delay and if the delay even persists after the deadline.
b) Independent of any other liability limits, our liability – regardless of the legal reason, means even regarding liability for defects – is in any case limited to the foreseeable damage, except intent or a liability due to product liability law.

3. Deterioration of capital of the seller
a) If we get notice of circumstances abut an essential deterioration or a significant endangerment of the capital of the seller which causes to reasonable doubts in compliance of the contract of the seller, we can refuse our incumbent service, unless the seller brings return service or furnishes security.
b) If the seller doesn’t give return service or furnishes security within an appropriate period, we can withdraw from the contract or cancel it. This is also valid, if our service is already effected completely or partly.

4. Punch list
On our expressly request a list of defaults has to be drawn up during approval of our services, where all defaults have to be listed whose enforcement the seller reserves the right. The punch list must be signed by both parties.

5. No authority to act for our technicians
Our technicians are not entitled to give legally-binding affirmants. Contracts are exclusively processed by our Service Department.

6. No liabilty for faulty supplies
In case of damage by faulty supplies of the seller or that in this case the complete equipment becomes defective, the seller excuses the supplier from possible claims.


III. ADDITIONAL CONTRACT TERMS FOR THE DELIVERY OF MACHINES AND OTHER ITEMS
The following contract conditions are valid - prior in case of doubt – for the delivery of machines, machine parts, accessory and other parts in addition to the valid VDMA delivery terms (I.1) and to the additional contract terms for all services (II.):

1. Liability of the purchaser for producing documents
a) The purchaser accepts full responsibility for plans, documents, drawings, samples and so forth produced by himself. The purchaser is responsible to avoid gross violation of trade mark rights of third parties in any of these produced documents or their execution.
b) The seller shall not prove against the purchaser, if any trade mark rights of third parties will be violated by submitting quotations based on drawings received from the purchaser in case of execution.
c) Will however a liability of the supplier occur, the purchaser has to hold him harmless concerning any rights of recourse.

2. Additional cost for rework abroad
If reworks at delivered items, which have already been delivered to a foreign customer by the purchaser have to be undertaken, the purchaser has to bear the extra cost for the arising reworks abroad, especially the extra cost for presentation of engineers and back staff of the supplier.

3. Warranty restrictions for production according to drawing
In case of manufacture according to drawing, the supplier will only be responsible for the execution pursuant to drawing, regardless of other warranty or liability restrictions.

4. Resignation and decrease of price
If the supplier defaults or fails to repair or deliver replacement, the purchaser can withdraw from the contract or claim a price decrease.

5. Packing capacity
A detailed packing capacity of the machine can only be specified after examination of the binding original samples. If afterwards the machine will run with film, which we haven’t tested, we will not accept any warrantee concerning the winding behaviour.
We have to reserve a surcharge for mandatory use of other building components for drive and control system than usually used.

6. Retention of title (ROT)
We expressly point out that that the delivered goods remain our property unless our final invoice has been fully paid. Approval has to be effected within 21 days after receipt, otherwise the delivered goods will be considered as approved after that period.

7. Warranty
The warranty period starts with the approval at the customer and ends in a two-shift-production 12 months after the approval date.

8. Act of God – Force Majeure
Act of God, Force Majeure, industrial dispute and other unforeseen and serious incidents exonerate the contract partner from his duty to perform for the duration of the breakdown and totalling its effect. Both parties are obliged, if reasonable, to give necessary information by return and to adapt their obligations to changed relations in good faith.

IV. ADDITIONAL CONTRACT TERMS FOR INSTALLATIONS
The following contract conditions are valid, even if they are rendered together with deliveries, cf 1.4, - prior in case of doubt – for the installation of machines in addition to the valid VDMA installation terms (I.2) and to the additional contract terms for all services (II.):

1. Installation price
a) In general, service and assembly workings will be invoiced according to actual time and other exposure, according to our cost rates for service work, valid at time of order placement. We will place them at your disposal on demand.
b) The actual quantity of necessary material will be invoiced according to the prices valid at time of execution oft he service workings.

2. Settlement and payment
a) The settlement of service workings will be effected after approval. We are however entitled to request weekly or monthly partial payments according to the service progress. If the assembly will be interrupted at purchaser’s instigation for a substantial period, we can invoice all installation service rendered by that date.
b) Invoices are due immediately after receipt without any discount.
c) Payment restraints or summation of counterclaims of the purchaser contested by us are not permissible.

3. Efficiency statement
a) The purchaser must confirm the rendered capacity on request of our engineers at least once a week, latest after completion of the service workings.
b) In general, efficiency statements signed by the purchaser are incontestable settlement bases.