General Terms and Conditions of Techmetrics GmbH

Techmetrics GmbH, Brueckenstrasse 13, 71364 Winnenden, Germany

§ 1 Scope

• These terms of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code. We only recognize terms and conditions of the customer that conflict with or deviate from our terms of sale if we expressly agree to their validity in writing.
• These terms of sale also apply to all future transactions with the customer, insofar as legal transactions of a related nature are concerned.
• Individual agreements made in individual cases with the buyer (including ancillary agreements, additions and changes) shall in any case take precedence over these Terms of Sale. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

§ 2 Offer and conclusion of contract

• Unless expressly stated otherwise, all offers are non-binding. Techmetrics GmbH is bound to binding offers for a period of 4 weeks after the date of the offer, after which it is no longer bound to the offer.
• The scope of services is determined by the written order confirmation from Techmetrics GmbH. Any other arrangements and agreements must be in writing in order to be effective.
• In the case of calibrations or tests, the results determined by Techmetrics count as fulfillment of the service - even if these results do not conform to the associated standard or manufacturer specification.
• Techmetrics GmbH prepares detailed cost estimates for services in the form of an offer only at the express request of the customer. This or any information regarding the scope, type, duration and costs of the service measures of any kind are approximate and non-binding. They do not contain any assurances or guarantee commitments and can only become a binding part of the contract if expressly confirmed in writing by Techmetrics GmbH. If the order is not placed, the expenses incurred will be charged in accordance with the applicable hourly rates or a flat rate. This also applies in particular if the result of the cost estimate excludes the possibility of repairs by Techmetrics GmbH. If further defects are discovered after the cost estimate has been prepared and approved by the client, a new cost estimate will be sent to the client.
• Techmetrics GmbH is entitled to have services provided to the client by third parties.

§ 3 Documents Provided

• All documents provided to the customer in connection with the placing of the order - also in electronic form - such as e.g. B. Calculations, drawings etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period of § 2, these documents must be returned to us immediately.

§ 4 Prices and Payment

• Unless otherwise agreed in writing, our prices apply ex works, excluding packaging, shipping and insurance plus value added tax at the applicable rate. Packaging, shipping and insurance costs will be invoiced separately. The client must also bear any taxes, fees and other costs incurred in connection with deliveries abroad.
• The purchase price must be paid exclusively to the account specified in the invoice. The deduction of cash discount is only permitted with a special written agreement.
• Unless otherwise agreed, the purchase price is payable net within 14 days of invoicing. Interest on arrears will be charged at a rate of 9% pa above the respective base interest rate. We reserve the right to claim higher damages caused by delay.
• Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.
• When sending in devices where it is not possible to provide the service (e.g. defective, incomplete), as well as orders that are not executed (e.g. cancellation by customers), a processing fee of €50.00 net, as well as shipping costs, will be charged
• Special expenses and costs for the processing and, if applicable, production of special parts and samples shall be reimbursed by the Customer. This shall not apply insofar as a binding order is subsequently placed or another agreement is made between the parties in writing.

§ 5 Rights of Retention

• The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 6 Delivery time

• The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the customer's obligations. We reserve the right to object that the contract has not been fulfilled.
• If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time at which he is in default of acceptance or debtor.
• If the customer defaults in accepting the goods, Techmetrics GmbH is entitled to claim storage costs as a flat-rate compensation amounting to 0.25% of the net value of the goods per day, but no more than 7.5% of the net value of the goods, from the start of the delay. The client is at liberty to prove that Techmetrics GmbH has suffered little or no damage.
• The specified execution periods are subject to change and non-binding, unless an express execution period has been agreed between the parties and confirmed in writing.
• Further legal claims and rights of the customer due to of a delay in delivery remain unaffected.
• In cases of force majeure or other events for which Techmetrics is not responsible (e.g. war, strike, lockout, official measures, traffic disruptions, etc.), the delivery periods are extended to a reasonable extent. This also applies to agreed firm deals and also in the event of the occurrence of the aforementioned circumstances with suppliers of Techmetrics GmbH. Claims for damages or other claims between the parties do not arise. If the delivery time is extended by 8 weeks or more due to the circumstances mentioned, both contracting parties have the right to withdraw from the contract after setting a reasonable deadline.

§ 7 Passing of risk upon dispatch

• If the goods are sent to the customer at his request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

§ 8 Retention of title

• We reserve ownership of the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the customer behaves in breach of contract.
• The customer is obliged to treat the purchased item with care as long as ownership has not yet passed to him. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet passed, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we have incurred.
• The customer is entitled to resell the reserved goods in normal business transactions. The customer assigns to us the claims against the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us. This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
• The treatment and processing or transformation of the purchased item is carried out by the customer always in our name and on our behalf. In this case, the purchaser's expectant right to the purchased item continues with the transformed item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us and keeps the resulting sole ownership or co-ownership safe for us. To secure our claims against the customer, the customer also assigns to us such claims that accrue to him against a third party as a result of the connection of the goods subject to retention of title with property; we already accept this assignment.
• We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.

§ 9 Warranty and notice of defects as well as recourse/manufacturer's recourse

• The regular warranty period is, as far as permissible among merchants, 6 months from acceptance, in the case of purchase contracts for new items 12 months from handover. For the sale of used items, the warranty is excluded to the extent permitted by law. Techmetrics GmbH does not assume any warranty for wearing parts. In any case, the warranty period does not exceed 12 months.
• The product description of Techmetrics GmbH is exclusively agreed as the quality of the goods. Further quality agreements require the express and written confirmation of Techmetrics GmbH to be valid.
• If and insofar as services are provided by sending a device from the customer to Techmetrics GmbH, the risk does not pass to us until the item arrives at Techmetrics GmbH. In the case of return shipment, the risk passes back to the customer if and as soon as the device has either been handed over to a parcel service or forwarding agent/carrier, or has left the premises of Techmetrics GmbH.
• The customer must immediately and comprehensively inspect the delivered goods for defects or impairments Check.
• Defects must be reported to Techmetrics GmbH in writing within 5 working days after the goods have been checked. After this period has expired, the subject matter of the order or the goods shall be deemed to have been approved. Transport damage must be reported immediately to the respective transport company.
• Defects will be remedied by repair or replacement within a reasonable period of time, at Techmetrics GmbH's discretion. Techmetrics GmbH has the right to make two attempts at rectification.
• If the rectification or replacement delivery has failed twice, has been refused by Techmetrics GmbH or has not been provided within a reasonable period of time, the customer has the right to reduce the price or withdraw from the contract. Unless otherwise specified below, the client has the right to claim damages. Proof of fault on the part of Techmetrics GmbH is required to assert claims for damages. For the rest, the restriction of §11 applies accordingly to the assertion of damages.
• Techmetrics GmbH is not liable for damage and defects of the delivered order items or goods caused by improper use or application, incorrect assembly or commissioning, excessive use, natural wear and tear, defective or negligent treatment or maintenance as well as unsuitable equipment by the client.

§ 10 Declaration of Decontamination

The following provisions are designed to protect Techmetrics employees from hazards. The client undertakes that all devices sent to Techmetrics GmbH comply with the following guidelines:

• The devices sent in do not pose any risk of microbiological, bacteriological, virological, chemical or radioactive contamination.
• The devices sent in were carefully cleaned before dispatch, are decontaminated and free of residues. The devices must also be free of corresponding gaseous, liquid or solidified media.
• The client is authorized to hand over devices in accordance with this declaration for the represented company/laboratory.
• Should contaminated devices be received in a shipment, Techmetrics reserves the right to Devices to be returned unprocessed to the client for cleaning.
• In the event of damage to a Techmetrics measuring device caused by a contaminated or soiled customer device, Techmetrics reserves the right to charge the customer for the repair.

§ 11 Liability

• Techmetrics GmbH's liability is excluded to the extent permitted by law. Techmetrics GmbH is not liable for damages, in particular not for consequential damages, unless they are based on intent, gross negligence or injury to life, limb or health.
• Insofar as the liability of Techmetrics GmbH is excluded, the exclusion of liability includes also the personal liability of employees, workers, employees, subcontractors, representatives and vicarious agents.
• Liability is in any case limited to the typically foreseeable damage and in no case exceeds the coverage amount of the business liability insurance. Techmetrics GmbH will provide the amount of the respective coverage amount in writing at any time upon request.
• A change in the rules on the burden of proof is not associated with the above provisions.
• Statements of conformity listed in documents always refer to the limit values specified in the document. The customer must check whether these limit values also apply to the respective device. Techmetrics GmbH is not liable for the accuracy of the specified limit values.

§ 12 Complaints and Complaints Processing

• Generally, any client is free to submit complaints about Techmetrics products and services to Techmetrics by email, phone, mail or in person.
• Upon request, the customer can be provided with a process description of the complaint handling procedure, in electronic form.

§ 13 Miscellaneous

• This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).
• Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
• All agreements , which are made between the parties for the purpose of executing this contract, are set out in writing in this contract. The parties agree to maintain confidentiality about the content of the joint business relationship. This applies in particular to all facts, operating procedures and other information about the business partner that have become known in connection with this business relationship. The confidentiality obligation does not end with the end of the business relationship between the contracting parties, but continues indefinitely.
• Should a provision of this contract be ineffective, the validity of the remaining provisions shall not be affected. The parties undertake to replace an ineffective provision with a valid provision that comes as close as possible to this provision.
• The client declares his agreement that the personal data obtained from the business relationship with him in the sense of the data protection act may be used by Techmetrics GmbH for the company's own purposes.

Version: 01.04.2023

This is an English translation. In case of doubt the German version is valid.