General Terms and Conditions and Installation Conditions.

Applicable in transactions with:

1. a person who, when concluding the contract, is carrying out their professional or independent business activity
   (businessperson);
   2. legal entities under public law or a public-law special fund.

I. General

1. All deliveries and services are based on these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the Purchaser shall not become part of the contract even by acceptance of the order. A contract is concluded – in the absence of a special agreement – with the written order confirmation of the supplier.
2. The supplier reserves the property rights and copyrights to samples, cost estimates, drawings and similar information of a tangible and intangible nature. They may not be made accessible to third parties. The Supplier undertakes to make information and documents designated by the Purchaser as confidential accessible to third parties only with the Purchaser’s consent. The Supplier undertakes to make information and documents designated as confidential by the Purchaser available to third parties only with the Purchaser’s consent.

II. Price and payment

1. In the absence of a special agreement, the prices shall apply ex works including loading at the factory, but excluding packaging and unloading. Value added tax at the respective statutory rate is added to the prices.
2. In the absence of any special agreement, payment shall be made à conto of the Supplier without any deduction, namely: 1 /3 down payment after receipt of the order confirmation, 1 /3 as soon as the Purchaser has been notified that the main parts are ready for dispatch, the remaining amount within one month after transfer of risk.
3. The Purchaser shall only be entitled to withhold payments or to set off payments against counterclaims to the extent that its counterclaims are undisputed or have been finally determined by a court of law.

III. Delivery time, delivery delay

1. The delivery time results from the agreements of the contracting parties. Their observance by the Supplier presupposes that all commercial and technical questions between the contracting parties have been clarified and that the Purchaser has fulfilled all obligations incumbent upon it, such as, for example, the provision of the necessary official certificates or approvals or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the Supplier is responsible for the delay.
2. Compliance with the delivery time is subject to correct and timely self-supply. The supplier shall inform the customer as soon as possible of any delays that become apparent.
3. The delivery period shall be deemed to have been complied with if the delivery item has left the Supplier’s works or notification of readiness for dispatch has been given by the time the delivery period expires. Insofar as acceptance is to take place, the acceptance date shall be decisive – except in the case of justified refusal of acceptance – alternatively the notification of readiness for acceptance.
4. If shipment or acceptance of the delivery item is delayed for reasons for which the Purchaser is responsible, the costs incurred as a result of the delay shall be charged to the Purchaser, starting one month after notification of readiness for shipment or acceptance.
5. If non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond the Supplier’s control, the delivery time shall be extended accordingly. The Supplier shall notify the Purchaser of the beginning and end of such circumstances as soon as possible.
6. The Purchaser may rescind the contract without notice if the entire performance becomes finally impossible for the Supplier prior to the passing of risk. In addition, the Purchaser may withdraw from the contract if, in the case of an order, the execution of a part of the delivery becomes impossible and the Purchaser has a justified interest in refusing the partial delivery. If this is not the case, the Purchaser shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the supplier’s inability to perform. Section VII. 2 shall apply in all other respects. If the impossibility or inability to perform occurs during the delay in acceptance or if the Purchaser is solely or predominantly responsible for these circumstances, the Purchaser shall remain obligated to counter-performance.
7. If the Supplier is in default and the Purchaser incurs damage as a result, the Purchaser shall be entitled to demand a lump-sum compensation for default. It shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. If the Purchaser sets the Supplier – taking into account the statutory exceptions – a reasonable deadline for performance after the due date and if the deadline is not met, the Purchaser shall be entitled to rescind the contract within the scope of the statutory provisions. At the Supplier’s request, he undertakes to declare within a reasonable period of time whether he will exercise his right to withdraw from the contract. Further claims arising from delay in delivery shall be determined exclusively in accordance with Section VII. 2 of these Terms and Conditions.

IV. Transfer of risk, acceptance

1. The risk shall pass to the Purchaser when the delivery item has left the factory, even if partial deliveries are made or the Supplier has assumed other services, e.g. shipping costs or delivery and installation. Insofar as an acceptance has to take place, this shall be decisive for the transfer of risk. It must be carried out without delay on the acceptance date, alternatively after the Supplier’s notification of readiness for acceptance. The Purchaser may not refuse acceptance in the event of a non-substantial defect.
2. Der Käufer darf die Abnahme bei Vorliegen eines nicht wesentlichen Mangels nicht verweigern. The Supplier undertakes to take out, at the Purchaser’s expense, such insurances as the Purchaser may require.
3. Partial deliveries are permissible insofar as they are reasonable for the customer.

V. Retention of title

1. The Supplier shall retain title to the delivery item until receipt of all payments – including for any additional ancillary services owed – under the delivery contract.
2. The Supplier shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at the Purchaser’s expense, unless the Purchaser can prove that it has taken out the insurance itself.
3. The customer may neither sell, pledge nor assign the delivery item as security. In the event of seizure or confiscation or other dispositions by third parties, the Supplier shall be notified thereof without delay.
4. In the event of a breach of contract by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to take back the delivery item after issuing a reminder and the Purchaser shall be obliged to surrender the delivery item.
5. On the basis of the retention of title, the Supplier may only demand the return of the delivery item if it has withdrawn from the contract.
6. The application for the opening of insolvency proceedings shall entitle the Supplier to withdraw from the contract and to demand the immediate return of the delivery item.

VI. Claims for defects

The Supplier shall be liable for material defects and defects of title of the delivery to the exclusion of further claims – subject to Section VII – as follows: Defects of quality

1. All parts which prove to be defective as a result of circumstances prior to the passing of risk shall be repaired or replaced free of defects at the Supplier’s discretion free of charge. The Supplier shall be notified immediately in writing of the discovery of such defects. Replaced parts become the property of the supplier.
2. The Purchaser shall, after consultation with the Supplier, grant the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the Supplier; otherwise the Supplier shall be released from liability for the consequences arising therefrom. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case the Supplier must be notified immediately, shall the Purchaser be entitled to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Supplier.
3. Of the direct costs arising from the repair or replacement delivery, the Supplier shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified. He shall also bear the costs of dismantling and installation as well as the costs of any necessary provision of the required fitters and assistants, including travel costs, insofar as this does not result in a disproportionate burden on the Supplier.
4. Within the scope of the statutory provisions, the Purchaser shall be entitled to rescind the contract if the Supplier – taking into account the statutory exceptions – allows a reasonable period of time set for it for the repair or replacement delivery due to a material defect to expire fruitlessly. If the defect is only insignificant, the Purchaser shall only be entitled to reduce the contract price. The right to reduce the contract price shall otherwise remain excluded. Further claims shall be determined exclusively in accordance with Section VII. 2 of these Terms and Conditions.
5. No liability is assumed in particular in the following cases: Unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable foundation soil, chemical, electrochemical or electrical influences – unless the Supplier is responsible for them.
6. If the Purchaser or a third party carries out improper repairs, the Supplier shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the supplier.

Legal defects

If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the Supplier shall, at its own expense, procure for the Purchaser the right to continue using the delivery item or modify the delivery item in a manner reasonable for the Purchaser in such a way that the infringement of the property right no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the Purchaser shall be entitled to withdraw from the contract. Under the aforementioned conditions, the Supplier shall also be entitled to withdraw from the contract. In addition, the Supplier shall indemnify the Purchaser against undisputed or legally established claims of the owners of the property rights concerned.
8. the obligations of the supplier stated in section VI. 7 are final subject to section VII. 2 for the case of infringement of property rights or copyrights. They shall only exist if – the Purchaser notifies the Supplier immediately of any asserted infringements of industrial property rights or copyrights,

• the Purchaser supports the Supplier to a reasonable extent in defending the asserted claims VDMA Conditions for the Supply of Machinery for Domestic Supplies Page 4 of 4 PURIMA GmbH & Co. KG – Rehwinkel 9 – D-32457 Porta Westfalica – Fon +49 5731 30470-0 – Fax +49 5731 30470-30 or enables the Supplier to carry out the modification measures according to Section VI. 7,
• the supplier reserves the right to take all defensive measures, including out-of-court settlements,
• the defect of title is not based on an instruction of the Purchaser and
• the infringement of rights has not been caused by the fact that the Purchaser has modified the delivery item without authorization or has used it in a manner not in accordance with the contract.

VII. Liability of the supplier, exclusion of liability

1. If the delivery item cannot be used by the Purchaser in accordance with the contract due to the fault of the Supplier as a result of omitted or faulty execution of suggestions and consultations made before or after conclusion of the contract or due to the violation of other contractual collateral obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of Sections VI and VII. 2. shall apply to the exclusion of further claims of the Purchaser.
2. The Supplier shall only be liable – on whatever legal grounds – for damage not occurring to the delivery item itself if
   a) in case of intent,
   b) in the event of gross negligence on the part of the owner/the executive bodies or senior employees,
   c) in case of culpable injury to life, body, health,
   d) in the case of defects which he has fraudulently concealed,
   e) within the framework of a guarantee commitment,
   f) in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items. In the event of culpable breach of material contractual obligations, the Supplier shall also be liable for gross negligence of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract. Further claims are excluded.

VIII. Limitation

All claims of the purchaser – for whatever legal reasons – are subject to a limitation period of 12 months. The statutory time limits shall apply to claims for damages pursuant to Section VII. 2 a – d and f. They shall also apply to defects of a building or to delivery items which have been used for a building in accordance with their customary use and have caused its defectiveness.

IX. Software usage

Insofar as software is included in the scope of delivery, the Purchaser shall be granted a non-exclusive right to use the delivered software including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited. The Purchaser may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. UrhG). The Purchaser undertakes not to remove manufacturer’s details – in particular copyright notices – or to change them without the Supplier’s prior express consent. All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicenses is not permitted.

X. Applicable law, place of jurisdiction

1. All legal relations between the Supplier and the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany applicable to the legal relations between domestic parties.
2. The place of jurisdiction shall be the court having jurisdiction for the registered office of the Supplier. However, the Supplier shall be entitled to bring an action at the Purchaser’s principal place of business.