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HEXAGON Carbon Solutions GmbH
represented by the managing director Frank Stern
Möninger Berg 4a
92342 Freystadt

Tel: +49 9179/22 8086-0
Fax: +49 9179/22 8086-9

info@hexagon-carbon.de
www.hexagon-carbon.de

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General Terms and Conditions

1. Validity of the terms and conditions

The following terms and conditions apply to all delivery transactions by the seller and to HEXAGON Carbon Solutions as the buyer. Deviating provisions of the buyer only become part of the contract if this has been expressly agreed in writing.

2. Order

Our offers are non-binding. Orders and verbal agreements are binding for us if and to the extent that we confirm them in writing.

3. Prices, calculation, payment

For the calculation of the sales prices, the prices valid on the day of dispatch are decisive, which are ex works, excluding freight, postage, transport insurance, packaging, customs costs and sales tax.

Our invoices are payable within 30 days of the invoice date; discounts are only granted for earlier payments if this has been expressly granted.

4. Delivery and acceptance

Agreed delivery dates refer to the shipping date of the goods. If HEXAGON Carbon Solutions culpably exceeds the delivery deadline, the buyer can withdraw from the contract after the expiry of a reasonable grace period to be set by him in writing, excluding further rights.

Our delivery obligation is suspended as long as the buyer is in default with a due claim. Unforeseen delivery deadlines, delivery failures by our suppliers, traffic disruptions, official orders and cases of force majeure release the party affected from the obligation to deliver or accept for the duration of the disruption and to the extent of its effect. If the delivery or acceptance is delayed by more than 2 months as a result, each party is entitled to withdraw from the contract with regard to the quantity affected by the delivery or acceptance disruption, excluding further claims.

5. Packaging and shipping

All shipments travel at the risk of the buyer. The shipping method and route are chosen by us. We will endeavor to take into account the wishes of the buyer, also with regard to the shipping time. Any additional costs shall be borne by the buyer.

6. Warranty and notices of defects

The buyer must check whether the goods delivered are of the contractually agreed quality and are suitable for the intended purpose (insofar as this has become part of the contract). If this check is neglected, not carried out to the required extent or if recognizable defects are not reported to us immediately, but no later than 7 days after receipt of the goods, the goods are considered approved. Unrecognizable defects are considered approved if they are not reported to us immediately after their discovery, but no later than 6 months after delivery of the goods at the place of dispatch. Complaints must be made in writing, stating the order data, customer, invoice and shipping number. Goods complained about may only be returned with our express consent. We will respond to properly raised and justified notifications of defects at our discretion, taking due account of the interests of the buyer, by means of a price reduction, subsequent improvement, exchange or taking back the goods against reimbursement of the purchase price. If we do not meet these obligations, the buyer can choose between the rights. Further claims by the buyer are therefore legally excluded. This applies in particular to the replacement of damage that did not occur directly on the goods themselves. We reserve the right to calculated excess and reduced services of +/- 10%.

We may deviate from or make changes to the contractually agreed goods, provided that these do not impair the purchaser's options for use.

7. Information and advice

Information on processing and application options for our products, technical advice and other information is provided to the best of our knowledge, but non-binding and with the exclusion of any liability.

8. Liability and withdrawal

The buyer can only demand compensation from us or withdraw from the contract in those cases and to the extent that it is expressly stipulated in these terms and conditions, further liability on our part - regardless of the legal reason, including breaches of secondary contractual obligations and tort - is excluded, unless we are liable without limitation due to intent or gross negligence according to mandatory statutory provisions.

9. Retention of title

All deliveries are subject to retention of title. The delivered goods remain the property of the seller until the purchase price has been paid in full and all other claims of the seller against the buyer from the current business relationship (in the case of a check until redemption and expiry of the cancellation period). If the reserved goods are processed by the buyer, the processing takes place for the seller, who is therefore considered the manufacturer within the meaning of § 950 BGB and acquires ownership of the interim or final result. When processing with other goods that do not belong to the buyer, the seller acquires joint ownership of the new item in the ratio of the value of the reserved goods delivered by him to the value of the third-party goods at the time of processing. The same applies to connections or mixtures within the meaning of §§ 947, 948 BGB of reserved goods with third-party goods. If the reserved goods are built into the property of a third party by the buyer as an essential component, the buyer hereby assigns the resulting claims for compensation against third parties. The buyer is entitled to sell the goods or the processed product in the ordinary course of business. Already today he assigns all his claims against the buyer from the resale to the seller to secure him. The buyer is authorized and obliged to collect the claim as long as the seller does not revoke this authorization.

The direct debit authorization of the buyer expires without the seller's express declaration if the buyer suspends his payments. The seller will not make use of his authority to collect as long as the buyer meets his payment obligations.

The value of the reserved goods always means the invoice price charged to the buyer by the seller.

10. Incoterms for international business

In addition to these conditions, the current version of the Incoterms issued by the International Chamber of Commerce in Paris apply to the execution of the contract.

11. Applicable law and place of jurisdiction / severability clause

The law applicable at the headquarters of HEXAGON Carbon Solutions GmbH applies to all sales contracts; the place of jurisdiction is also agreed, which is locally responsible for them.

Should any of the above clauses be or become ineffective, the ineffective conditions should be replaced by provisions that come closest to the economic purpose of the contract while adequately safeguarding the interests of both parties.

HEXAGON Carbon Solutions GmbH, valid from August 2nd, 2017