General Terms and Conditions OPK Europe GmbH

^{Version 01.01.2018
Scope of application Europe}

§ 1 Offers and order processing

Offers are subject to change and non-binding until the contract is concluded, unless we have expressly designated them as binding. The acceptance of orders shall be confirmed in writing. Orders shall only be deemed accepted upon our order confirmation. Data shall be stored in the event of inquiries, catalog requests and acceptance of orders.

§2 Prices

The prices are valid from the place of fulfillment for the delivery in Euro, plus the value added tax applicable on the day of delivery.

§3 Place of fulfillment

The place of performance for the payment of the purchase price and for all other services of the buyer is Horb. The place of performance for our delivery is the place where the goods are located for the purpose of shipment or any agreed handover to the buyer.

§4 Dispatch and packaging

Shipment shall be "ex works" excluding packaging. If the order value is less than EUR 150.00 net, a handling fee of EUR 25.00 will be charged. For goods that are not delivered "ex works", we reserve the right to choose the shipping method. No claims against us can be derived from the choice made. If the specified packaging unit is not adhered to, EUR 5.00 will be charged for opening costs. A handling fee of EUR xxxxx shall be charged for direct delivery to a separate addressee.

§5 Transport risk

Notwithstanding Clause 4, the transfer of risk shall take place upon handover to the person, company or institution commissioned to carry out the shipment.

§6 Scope of performance

All information in illustrations, brochures, catalogs and in advertising, in addition to the product description, does not constitute a description of the quality of the goods. Such details shall only be binding if they have been agreed as the quality of the goods. In the case of custom-made products, excess or short deliveries of up to 10% are permissible for technical reasons.

§7 Delivery time - delivery obligation

Delivery dates or periods that have not been expressly agreed as binding are exclusively non-binding information. The delivery deadline shall be deemed to have been met if the goods have left the place of dispatch or readiness for dispatch has been notified by the time it expires. The delivery period shall be extended appropriately in the event of labor disputes, operational disruptions, shortages of raw materials, traffic disruptions, acts of God, all cases of force majeure and the occurrence of unforeseen obstacles that are beyond our control, insofar as such obstacles demonstrably have a significant influence on the completion or delivery of the goods. This shall also apply if the circumstances occur at subcontractors or contractual suppliers. If the content of the service is also significantly changed by these circumstances, this shall release us from the obligation to deliver for the duration of the disruption and to the extent of its effects. Insufficient information about buyers entitles us to cancel contracts and delivery obligations in whole or in part.

§8 Offsetting or retention

The Buyer shall not be entitled to offset any counterclaims that are disputed by us and have not been legally established. This also applies to commercial transactions, including the withholding of payments.

§9 Notice of defects (complaints)

In the event of complaints about the type, quality and quantity of the delivered goods, we shall only be liable if the buyer inspects the goods to ensure that they are free of defects and complete and notifies us immediately and in writing of any defects discovered with a precise description. If the buyer fails to inspect the goods or report defects in good time, the delivered goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. Defects discovered later must also be reported to us immediately, otherwise the goods shall also be deemed to have been approved due to these defects. The limitation period for warranty claims and claims for damages is 2 years from delivery of the goods. No warranty shall be assumed for faulty assembly or commissioning by the purchaser or third parties, faulty, negligent or improper handling, use of unsuitable operating materials or replacement parts of defective built-in parts or for defects caused by electronic or electrical influences or similar circumstances. The warranty shall also be voided if the purchaser or a third party carries out modifications or repair work without our prior approval. In the event of justified complaints, we shall, at our discretion, either repair or replace the goods. If the repair or replacement delivery fails, the buyer may, at his discretion, demand a reduction in payment or rescission of the contract. If the buyer chooses to withdraw from the contract due to a defect, he waives the right to assert claims for damages. We shall only assume expenses in connection with subsequent performance if they are reasonable in the individual case, in particular in relation to the purchase price of the goods, but in no case if they exceed 150% of the value of the goods. We shall only bear further expenses, e.g. in connection with the installation and removal of the defective item, in accordance with these terms and conditions.

§10 Claims for damages

We shall not be liable, irrespective of the legal grounds, for the slightly negligent breach of obligations by us, our legal representatives or vicarious agents. In the event of a slightly negligent breach of material obligations, our liability shall be limited to the amount of typical foreseeable damage. We shall not be liable for delays or impossibility caused by slight negligence. This shall not apply in cases of strict liability.

§11 Payment, default, due date

Invoices are payable in advance with a discount of 2%. If the buyer is in default, we are entitled, at our discretion, to withdraw from the contract and to take back the goods delivered under retention of title less the costs incurred (usually 20% of the value of the goods). Any claims for damages shall in any case remain unaffected by these measures. If we receive notification of a deterioration in the Buyer's financial circumstances, or if the Buyer provides stocks or outstanding accounts as security for other creditors, we shall have the right to cancel all payment agreements, demand immediate cash payment or return of the goods, withdraw from the contract or demand advance payment or deliver against cash on delivery.

§12 Confirmation of arrival

In the case of delivery of goods to other EU countries, the buyer of the goods must submit a confirmation of arrival or alternative proof upon request. If this is not provided, we reserve the right to charge the VAT applicable in the Federal Republic of Germany.

§13 Retention of title

The goods shall remain our property until full payment of all claims, including ancillary claims, claims for damages, future claims and redemption of checks and bills of exchange. Subject to the following provisions, the buyer is entitled to sell and process the goods. The buyer's authorization to process goods subject to retention of title in the ordinary course of business shall end when he ceases to make payments or when an application is made to open insolvency proceedings against his assets. By processing the reserved goods, the buyer does not acquire ownership of the new item in accordance with § 950 BGB. If the goods subject to retention of title are processed with other items, we shall acquire co-ownership of the new item in the ratio of the invoice value of our goods subject to retention of title to the invoice value of the other processed items. The purchaser hereby assigns to us the claim with all ancillary rights arising from the resale of the goods subject to retention of title, also on a pro rata basis to the extent that the goods have been processed and we have acquired co-ownership in the amount of the invoice value. We are entitled to a fraction of the respective purchase price claim in proportion to the invoice value of our reserved goods to the invoice value of the item. If the buyer has sold this claim within the framework of genuine factoring, he shall assign to us the claim against the factor that takes its place. We accept the assignments. The buyer is entitled to collect the claims himself as long as he fulfills his payment obligations to us in accordance with the contract and we do not give him any other instructions. Upon request, the buyer is obliged to provide us with a precise list of the claims to which we are entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc., to inform his customers of the assignment and to provide us with all information necessary for the assertion of the assigned claims. The retention of title shall remain in force even if individual claims of ours are included in a current invoice and the balance is drawn and recognized. We are entitled to the retention of title not only for the recognized and abstract final balance, but also for the causal balance. We hereby release fully paid deliveries if the security provided by the retention of title exceeds the claim to be secured by 10%. We are entitled to select the securities to be released. Pledging or transfer by way of security of the goods subject to retention of title or disposal of the assigned claims as well as non-genuine factoring are not permitted. If our goods are seized or otherwise claimed by third parties, the buyer must notify us immediately, confirm our ownership to both the third party and to us in writing and assist us in asserting our ownership. If we take back the delivered goods due to our retention of title, this shall only constitute a withdrawal from the contract if we expressly declare this. The buyer shall store the reserved goods for us. He must insure them against fire, theft and water at replacement value. The buyer hereby irrevocably assigns to us his claims for compensation to which he is entitled against insurance companies or other parties liable for damages of the type mentioned in sentence 2 in the amount of our claims. We accept the assignment.

§Section 14 Place of jurisdiction

Regardless of the amount in dispute, the place of jurisdiction is exclusively the court responsible for Horb if the buyer is a merchant or a public corporation or a special fund under public law.

§15 Acknowledgment

Irrespective of the value in dispute, the exclusive legal venue shall be the court with jurisdiction for the town of Horb, provided the customer is a merchant or a public law corporation or a public law special fund.