General Terms and Conditions of Sale of MEDER electronic AG

1. Application

1.1
These terms and conditions of sale shall apply exclusively. Differing or contrary customer terms shall not apply except as expressly agreed upon in writing. These terms and conditions of sale shall govern all future transactions between the parties and shall also apply if MEDER performs delivery despite knowledge of differing or contrary terms.

1.2
There are no other agreements in place between the parties. Any changes or amendments to the agreement are required to be in written form and require the explicit approval of MEDER. If a disagreement arises, the customer will have the opportunity to prove the non written additional agreement.

1.3
These terms and conditions of sale shall only apply vis á vis merchants, governmental entities, or special governmental estates within the meaning of § 310 BGB (German Civil Code).


2. Offer, Acceptance

2.1
Insofar as the order constitutes an offer within the meaning of § 145 BGB MEDER is entitled to accept the offer within two weeks. The order, which is signed by the customer, constitutes a bound offer. If MEDER does not confirm the order within this term of two weeks, neither written nor oral, the offer of the customer to conclude an agreement shall be rejected. The delivery of the bill or the delivery of the products, in part or in whole, has the meaning that MEDER has accepted the order.

2.2
Our offer, especially the details in our price lists, our brochures and the documents and details to our offer are not bound except as affirmed in the acceptance of order.  The details of the brochures are not bound except these details will be assured firmly. Any variation between the product and the description of the goods, apply as approved and in no way impact the enforceability of the contract. This occurs especially if these variations have the meaning of amendments in consideration of technical progress and improvements. 

2.3
All drawings, graphics, calculations and any other details of the offer remain the intellectual property of MEDER.


3. Prices, Payment

3.1
Prices are in Euro plus the respective statutory VAT at the time of delivery.

3.2
Prices are ex works and include costs for packaging and insurance, excluding customs duty and other expenses.

3.3
The customer will be in default if he does not pay within 30 days after maturity and receipt of the invoice.

Past due invoices shall accrue interest at 8 % above the respective base interest rate p. a. MEDER reserves all rights to claim further damages for delay. In case of delayed payment the customer shall pay interest of 8 % p.a. above the actual base interest rate. It is not necessary that MEDER provides notice of default. If a higher damage of default results and MEDER is able to prove this damage MEDER may claim it.

3.4
If there is an increase in the expense factor after the conclusion of the contract due to an increase of third parties who deliver services to MEDER or due to an amendment of the market price, MEDER is allowed if there is a delivery at least 4 months after the conclusion of the contract to adapt the prices in relation to the increase of the costs. This may occur especially if the customer is responsible for the delay in delivery. If the adapted price is more than 20 % above the contractual price the customer is allowed to withdraw from the contract. This right has to be asserted immediately after the announcement of the increased price.

3.5
Discount must to be fixed in a written agreement. If the customer is using bills of exchange as payment there will be no discount.

3.6
Bills of exchange, cheques and money transfers are only accepted as performance if the credit note is on our account.  

3.7
The customer is responsible for all costs incurred due to money transfers. In particular if there are costs because of bounced cheques or bills of exchange they are the sole responsibility of the customer. In case of a bounced cheque MEDER is allowed to charge the customer an additional 25,00 Euro pus VAT as expense allowance. The customer has the possibility to prove that the allowance was less than 25,00 Euro.

For each reminder required to receive payment, MEDER will charge a lump sum of 15,00 Euro plus VAT.

3.8
All payments are to be transferred to MEDER according to the payment conditions listed in the order confirmation. Our agents do not have any collecting and closure power.

3.9
All payment receipts will be applied to interest and collection costs first, then against the oldest debt.

3.10
The costs for tools and instruments are to be paid with an amount of 50 % immediately after the receipt of our order confirmation with the balance of payment due upon delivery of the pattern.

3.11
If there are no other conditions in the order confirmation the total amount invoiced must be paid within 10 days after receipt of the goods.

3.12
Payment must be completed to MEDER`s appointed legal agent without deduction of charges, taxes and fees.

3.13
If the customer is deemed in default for any portion of the payment or if there is a worsening of his assets which justify doubts to his solvency or creditworthiness, so as a protest of bill or cheque, or there is an application to open insolvency proceedings, MEDER may, at its own discretion, require payment in advance or require the customer to provide some form of security. MEDER also retains the right to withhold delivery until payment in advance has been made or security has been provided by the customer. 

3.14
MEDER may also require advanced payment, guarantee or demand payment in full if a customer refuses acceptance totally or in part, or if he cancels his order without legal basis.

3.15
A right of retention is only accepted if the debt in question is part of the same contract which is indisputable and legally valid.

3.16
The duty of the customer to pay the debt does not depend on any warranty. The right of retention because of warranties is excluded.

3.17
The customer is allowed to charge against debts, which are without any dispute or legally valid.

3.18
In the cases of occurrence of conditions described in section 3.3 or in case of any other fundamental breach of contract by the customer, MEDER is entitled to rescind the contract within a reasonable amount of time. MEDER is also entitled in this case to retrieve the goods  subject to retention of title and if necessary the customer will provide access to the location where the goods are physically stored. Notice of cancellation must be provided to the customer at the latest upon collection.

The customer agrees in advance to provide access to the location where the goods are physically stored.


4. Delivery

4.1
For delivery only our written order confirmation is binding. In the case of an offer with limited binding and acceptance within a certain time period the volume of the delivery depends on the offer if there is no written order confirmation. Verbal side agreements and amendments must be accepted by written confirmation.

4.2
If there is no other statement in the order confirmation MEDER is entitled to deliver in part if this is reasonable for the customer.

4.3
MEDER is not liable for damages resulting from subsequent delivery if such failure is caused by circumstances beyond MEDER`s control and which cannot be overcome by MEDER´s commercially reasonable efforts. In particular MEDER is not liable for damages resulting from a natural disaster or other cases of force majeure, governmental interference or employment conflicts. The date for the delivery may be delayed with the duration of these events. The customer`s and MEDER`s right to terminate the contract is allowed if the abovementioned event takes longer than 2 months.

4.4
If the delivery is not completed on time the customer shall not be entitled to legal remedies of any kind until after the customer has provided MEDER a deadline of at the latest 14 working days. A fixed delivery date is considered if the product has left the factory. If the customer has the legal right to claim damages this claim is limited by slight negligence to 10 per cent of the purchase price. If the customer is a businessman claim damages are excluded by slight negligence.

4.5
Delivery is conditional upon timely and proper performance of all duties of the customer. Defenses based on non-performance of the contract are reserved.

4.6
In case of default in acceptance or other breach of duties to cooperate by the customer, MEDER is entitled to claim any resulting damage including but not limited to additional expenses if any further damages are reserved. In this case, the risk of loss or damage to the goods passes to the customer at the time of such default or breach of duty to cooperate.


5. Offset, Retainer

5.1
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.


6. Passing of Risk, Shipment

6.1
If the customer demands shipment of the goods, the risk of loss or damage to the goods passes to the purchaser upon dispatch.


7. Retention of Title

7.1
MEDER retains title to the goods until receipt of all payments in full. In case of breach of contract by the customer including, without limitation, default in payment, MEDER is entitled to take possession of the goods.

7.2
The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and to the extent necessary, service and maintain the goods.

7.3
As long as the purchase price has not been completely paid, the customer shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.

7.5
The customer may resell goods subject to the above retention of title only in the course of his regular business. For this case, the customer hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment, the customer shall be entitled to receive the payment on the assigned claims. To this end, MEDER agrees to not demand payment on the assigned claims to the extent the customer complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.

7.6
Insofar as the above securities exceed the secured claim by more than 20%, MEDER is obligated, upon its election, to release such securities upon the purchaser’s request.


8. Warranty

8.1
Precondition for any warranty claim of the customer is the customer’s full compliance with all requirements regarding inspection and objection.

8.2
Warranty claims shall be time-barred after 12 months of the passage of risk.

8.3
In case of non-conformity of the goods the customer is entitled to alternative performance in the form of remedy of the defect or delivery of conforming goods. If such alternative performance has failed, the customer is entitled to reduce the purchase price or to withdraw from the contract.

8.4
The customer must examine the goods within 5 working days after receipt from the carrier for any defect and must give notice thereof to MEDER in writing without delay. In case of hidden defects the period for notice of defect shall commence upon discovery of the defect.

8.5
If the goods have a defect, the customer shall have the right to demand repair at first whereas other legal remedies are excluded. If MEDER refuses to repair, or attempts to repair have failed twice and it is not reasonable to subject the customer to further attempts to repair, then the customer shall have the right to either terminate the agreement or demand a reduction of the purchase price. Other remedies or claims against MEDER shall continue to be excluded.

8.6
These are the customer`s exclusive remedies for breach of the agreement because of delivery of defective goods. In particular, the customer does not have any right to claim damages because of a defect of the goods, or because of consequential damages or harm to individuals, property or assets of the customer caused by a defect,


9. Liability

9.1
In case of intent or gross negligence on our part or by our agents or assistants in performance, MEDER is liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentional, MEDER`s liability for damages shall be limited to the typically predictable damage. (2) MEDER`s liability for culpable damage to life, body or health as well as MEDER`s liability under the Product Liability Act shall remain unaffected.

9.2.
Any liability not expressly provided for above shall be disclaimed.

9.3.
MEDER is not liable for damages resulting from subsequent delivery if such failure is caused by circumstances beyond the MEDER`s control and which cannot be overcome by MEDER using its commercially reasonable efforts. In particular MEDER is not liable for damages resulting from a natural disaster or other cases of force majeure, governmental interference or employment conflicts. The customer`s right to terminate this agreement shall not be affected by the preceding provision.  


10. Applicable Law, Jurisdiction

10.1
This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).

10.2
Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the legal place of MEDER electronic Inc.. MEDER is also allowed to sue at law at the legal place of the customer.

10.3
If there is no other definition in the order confirmation our legal place is also the place for fulfillment.


11. Written Form, Partial Unenforceability

11.1
Any amendments or additions to or the bilateral termination of, this agreement must be in writing. Notices delivered via facsimile or other means of electronic transmission, shall satisfy the writing requirement. The same shall apply to any other declarations of the parties that are necessary for the substantiation, assertion, or exercise of their rights, in particular notices of defects setting of deadlines, or unilateral notices of termination.

11.2
Should any one or more of the provisions of this agreement be invalid, the parties shall agree on a replacement provision that comes as closely as possible to the commercial meaning and purpose of the invalid provision.



Singen/ Germany , the 16th of December 2011