General Terms and Conditions (GTC) of M. J. Oster GmbH

These standard terms and conditions for the sale of goods apply exclusively unless expressly modified by written agreement between the parties. Offers, acceptance of offers, confirmation of orders or sale of any products are subject to these conditions. Any conditions or provisions of the Buyer that modify the contract are hereby rejected. They shall only become effective vis-à-vis the Seller if the Seller agrees to these amendments in writing. These Terms shall govern any future individual sales transactions between Buyer and Seller to the exclusion of any other agreement. Any errors in sales brochures, price lists, offer documents or other documentation of the seller may be corrected by the seller without the seller being held liable for damages resulting from such errors. The General Terms and Conditions of Sale only apply to merchants.

1. order and offer documents

Orders submitted by the Buyer shall only be deemed accepted by the Seller if they are accepted in writing by the Seller or its representative within 21 days of submission. Defects, quality and description and any specification of the Goods shall be as set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller). All sales documents, specifications and price lists must be treated as strictly confidential and must not be made available to third parties. The Buyer shall be responsible for the accuracy of the order and the Buyer shall be responsible for providing the Seller with any necessary information relating to the goods ordered within a reasonable time to enable the order to be fulfilled in accordance with the contract. Where the Goods are to be manufactured or processed by the Seller and the Buyer has provided a specification for the same, the Buyer shall indemnify the Seller against any loss, damage, costs and other expenses incurred or agreed to be incurred by the Seller as a result of the contractual processing or processing of the Goods being found to infringe any patent, copyright, trademark or other proprietary right of any third party by reason of the Buyer's specification. The Seller reserves the right to change the descriptions of the goods with regard to the specifications to the extent that legal requirements must be taken into account, provided that this change does not result in a deterioration of the order in terms of quality and usability.

2nd purchase price

The purchase price shall be the price quoted by the Seller or, where this has not been done in detail, the price set out in the Seller's current price lists as valid at the time of the order. The Seller reserves the right, after timely notification of the Buyer and prior to delivery of the goods, to increase the price of the goods to the extent necessary due to general price developments beyond the Seller's control or due to changes in suppliers. Unless otherwise stated in the quotation or in sales price lists or unless otherwise agreed in writing between the Seller and the Buyer, all prices quoted by the Seller are on an "ex Seller" basis. If the Seller is prepared to deliver the goods to another location, the Buyer shall bear the costs of transportation, packaging and insurance. Prices are exclusive of VAT, which the Buyer must pay additionally to the Seller.

3. terms of payment

The buyer must pay the purchase price within 30 days of receipt of the invoice. Payments shall only be made by bank transfer; payments by bill of exchange or cheque shall not be accepted as fulfilment of the payment obligation. If the Buyer fails to meet its payment obligation on the due date, the Seller may

- without waiving any other rights and claims to which he may be entitled - at his discretion

- terminate the contract and suspend further deliveries to the buyer

or

- to charge the Buyer interest on the unpaid amount at a rate of 8 percentage points p.a. above the respective base interest rate until final and full payment has been made. The buyer is entitled to prove that no or only minor damage has occurred as a result of the delay in payment.

4. delivery of goods

Delivery of the goods shall be made in such a way that the buyer shall take delivery of the goods at the seller's premises at any time after the seller has notified the buyer that the goods are ready for collection, unless another place of delivery has been agreed with the seller, by delivery of the goods to that place. As far as the delivery of bulk goods is concerned, the Seller may deliver up to 3% more or less of the quantity of goods without having to adjust its purchase price, and it is agreed that the quantity of goods so delivered shall be deemed to be in accordance with the contract. If a specific delivery date has been agreed in the contract and if the Seller fails to deliver within the agreed (or extended) delivery period, the Buyer may, after prior written notice, claim a price reduction of 0.5% per week (up to a maximum of 5%) of the purchase price, unless it is clear from the circumstances of the case that the Buyer has not suffered any disadvantage. The limitation shall not apply if a commercial transaction for delivery by a fixed date has been agreed, if the delay was due to intent or gross negligence on the part of the supplier, its representatives or vicarious agents or if any other material contractual obligation on the part of the supplier has been breached. If the Seller fails to deliver on time, the Buyer must grant the Seller a grace period in writing, after the expiry of which the Buyer may terminate the contract. Instead of performance, the Buyer may claim damages. If the buyer is in default of acceptance on the due date, he must still pay the purchase price. In such cases, the seller shall store the goods at the buyer's risk and expense. At the buyer's request, the seller shall insure the goods at the buyer's expense.

5. transfer of risk

The risk of damage or loss of the goods shall pass to the buyer as follows:

- if the goods are not delivered to the seller's business premises at the time of handover or, if the buyer is in default of acceptance, at the time at which the seller offers the goods for handover

- if the goods are delivered to the seller's business premises at the time when the seller informs the buyer that the goods are ready for collection

6. reservation of title

Notwithstanding delivery and the passing of risk or any other provision of these Terms and Conditions, title to the goods shall not pass to the Buyer until the full purchase price has been paid. After any withdrawal from the contract, the seller has the right to demand the return of the goods, to sell them elsewhere or otherwise dispose of them. As long as the goods have not been paid for in full, the buyer must hold the goods in trust for the seller and keep the goods separate from his property and that of third parties, as well as properly store, secure and insure the goods subject to retention of title and mark them as the property of the seller. Until full payment has been made, the buyer may use or resell the goods in the ordinary course of business, but he must hold any payment for the seller and keep the funds separate from his assets and those of third parties. If the goods have been further processed or if the further processing has also taken place in parts to which the conditional buyer has no ownership, the conditional seller shall acquire corresponding partial ownership. The same shall apply in the event that the seller's goods are mixed with those of others. In the event of seizures and other interventions by third parties, the buyer must inform the seller immediately so that the buyer can file a suit in accordance with § 771 ZPO. If the buyer does not comply with this obligation, he shall be liable for the damage incurred. The seller undertakes to release the securities to which he is entitled at the request of the buyer to the extent that the realizable value of the securities exceeds the claims to which the seller is entitled. The seller shall select the securities to be released.

7 Disclaimer of warranty and liability

The buyer must inspect the goods in accordance with § 377 HGB (German Commercial Code) and raise any complaints. The Seller warrants that the delivered goods are free from defects in material and workmanship, comply with specifications and meet the Buyer's requirements. The Seller assumes no responsibility that the goods are suitable for a particular purpose, unless he has expressly assumed this liability. If there is a defect in the purchased item for which the seller is responsible and which is reported to the seller, the seller is entitled to deliver a replacement or remedy the defect free of charge. If the seller is unwilling or unable to remedy the defect or make a replacement delivery, the seller is entitled, at his discretion, to demand rescission of the contract or a price reduction.

8. Further provisions

The Seller is entitled to modify and improve the goods, provided that the modification or improvement does not permanently impair or deteriorate the function of the goods.

9. legal case, place of jurisdiction

This agreement is subject to German law. Both parties agree to the exclusive jurisdiction of the court at the seller's place of business. The Seller shall also have the right to bring an action in the court having jurisdiction over the Buyer or in any other court having jurisdiction under national or international law.