General Terms and Conditions of SURA Instruments GmbH


We thank you for your order. It shall be carried out exclusively on basis of the terms of delivery and payment of this contract.


§ 1 Area of jurisdiction

(1) These terms of sale apply exclusively and only in relation to entrepreneurs, legal entities, to any legal person, whether governed
by public or private law, according to § 310 paragraph 1 BGB. We do not recognise contrary terms of the customer or conditions
which deviate from our terms of sale, unless we have agreed to the same in writing.
(2) These terms of sale are also applicable to all future business deals with the Buyer as long as the legal transactions are similar.


§ 2 Offer and contract conclusion

(1) If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.

§ 3 Other documents
(1) We reserve our proprietary rights and copyrights on all documents such as calculations, drawings etc. provided to the customer
in connection with the order, These documents may not be made accessible to third party, unless we grant our explicit permission in
written form to the purchaser. If we do not accept the purchaser's offer within the time limit stated under § 2, these documents
must be returned to us immediately.


§ 4 Costs and payment
(1) Unless agreed in writing, our prices apply as ex works and do not include packaging and the additional applicable amount of
value-added tax. Costs of the packing are charged separately.
(2) The payment of the purchasing price is to be made exclusively to the account specified on the invoice.
(3) Unless agreed, and/or as stated in the offer the purchase price is due within 14 days starting from invoice date without
deductions. The relevant date for meeting this deadline shall be considered as the date of receipt of payment by us.
Default interest shall be calculated at 8% above the respective basic interest rate per annum. The right to assertion for higher
amounts of default compensation remains reserved.

§ 5 Offsetting and retention rights
(1) The buyer is entitled to offsetting and retention rights only if its counterclaims are validly determined or undisputed.
The buyer can only be entitled to exercise a right of retention if the counterclaims are based on the same contractual
relationship.


§ 6 Delivery time

(1) The start of the delivery time as indicated by us is dependent on the buyer's timely and due fulfilment of his contractual
obligations. We reserve the right to raise an objection to non-fulfilment of the contract.
(2) If the buyer fails to accept the goods or culpably breaches duties of cooperation, we will be entitled to demand the refund of
the losses incurred to this extent, including any additional expenses. Further claims remain reserved. If the above pre-requisites
exist, the danger of accidental loss or deterioration of the goods will pass to the buyer for the time in which the acceptance or
payment of the latter are delayed.
(3) Further legal claims and rights of the buyer due to delayed delivery remain unaffected.


§ 7 Transfer of risks on shipment
(1) If the goods are sent to the buyer at the buyer's request, the risk of accidental loss or accidental deterioration of the goods shall
pass to the buyer upon dispatch to the latter, at the latest upon leaving our warehousing facilities. This applies irrespective of
whether the shipment occurs from the place of delivery or who bears the freight costs.


§ 8 Retention of title
(1) We reserve the ownership rights till the complete payment of the delivered goods according to the delivery contract.
This also applies to all future shipments, even if we do not make explicit reference thereto. We are entitled to take the purchase
goods back, if the buyer acts in violation of the contract.
(2) The buyer is obliged to treat the goods purchased carefully, till the ownership is not transferred to him. In particular he is
obligated, at his own expense, to affect a replacement value insurance against theft, fire and water damages. If maintenance
and inspection work has to be carried out, the buyer shall proceed accordingly in good time and at his own costs. Till the
transfer of ownership, the buyer has to inform us immediately in writing, if the delivered goods have been seized or subjected
to other interventions by a third party. If the third party is unable to reimburse for the losses, the buyer is liable to cover the
court and out of court costs of a lawsuit in accordance with § 771 ZPO.
(3) The buyer is entitled to resell the reserved goods in normal business transactions. The debts of the buyer from the further sale
of the retained goods are already relinquished to us in the amount of the final billing amount agreed with us (including value
added tax). This transfer applies irrespective of whether the goods were resold without or after processing. The buyer remains
responsible for the collection of the debt after such transfer. Our authority to claim remains unaffected by it. We will not,
however, exercise our claims, as long as the buyer fulfils its payment obligations as agreed, does not delay payments and in
particular is not the subject of insolvency proceedings and does not discontinue payments.
(4) The processing, manipulation or alteration of the goods occurs in our name and by our order. In this case, the contingent right
of the buyer to the purchased good shall continue with the transformed item. If the purchased goods are inseparably merged
with other goods not belonging to us, we will acquire co-ownership of the new items in the ratio of the objective value of our
goods with the other goods at the time of merging. The same applies to the case of a mixture. If the mixing occurs in such way
that the goods belonging to the buyer are considered as the main component, the buyer shall be deemed to have already
transferred to the seller, a pro rata share in the title of new goods and shall store the goods the share of the seller therein on
behalf of the seller. To safeguard our claim against the buyer, the buyer also transfers such claims to us, which arise for the
buyer as a result of the incorporation of the goods in real property; we hereby accept this assignment.
(5) We are obliged to release the security held by us on demand of the buyer, providing that the realizable security value exceeds
the amount to be secured by more than 20%.


§ 9 Guarantee and notice of defects and recourse
(1) The warranty rights of the buyer require that he duly examine the goods and notify the defects in accordance with § 377 HGB.
(2) Claims for defects are null and void in 12 months after delivery of the goods to the buyer by us (reference: in case of sale of
used goods the guarantee period can be excluded completely). The above provisions do not apply, if the law in accordance with
§ 438 Para. 1 No. 2 (Structures and material for structures), § 479 paragraph 1 BGB (right of recourse) and § 634a paragraph 1 of
the German Civil Code (construction defects) specifies longer time-limits. Our consent must be obtained prior to any return of
goods.
(3) If, despite all care taken, the delivered goods exhibit a defect, that already existed at the time of transfer of risk, we will, at our
choice, either repair the goods or supply replacement goods, provided that the notice of defects was given in due time. We
must be given an opportunity to correct the defects within a reasonable period. Recourse claims shall remain unaffected by the
above regulation without restriction.
(4) If our repair or replacement fails to correct the defects, buyer shall be entitled to either withdraw the contract or reduce the
compensation.
(5) Defect claims do not apply if there is only a minor deviation from the agreed nature of the goods or only a minor impairment of
usability, if there are natural wear or tear and if defects that occur due to inappropriate or negligent handling, excessive use,
use of unsuitable equipment and facilities, of defective construction works or arising due to other impacts, which are not part of
the contract. If the buyer or a third party has carried out improper modifications or repair work, claims of defects for these and
for consequences incurred do not exist.
(6) Claims by the buyer on account of the required expenditure , in particular for transportation, road costs, labours costs and cost
of materials, as far as the expenditures are increased, because the object of delivery has been forwarded afterwards to another
place other than the buyer's establishment, unless, the transfer would correspond to its designated use.
(7) Recourse claims of the buyer against us are valid only if the buyer has not has not entered into specific agreements beyond the
legal claims for defects. Furthermore, as for the scope of the buyer's right of recourse against the seller, paragraph 6 applies
accordingly.
(8) In the case of fraudulent concealment of a defect or in the case of the acceptance of a warranty for the condition of the goods
at the time of the transfer of risk according to § 444 BGB (the seller's declaration that the object of purchase has a certain
property during the transfer of risk and that the seller, independent of negligence, is prepared to take responsibility for all
consequences of his defects) the buyer's rights lie solely in accordance with legal regulations.
(9) Damage claims, in case of defects, against the seller are excluded.


§ 10 Other

(1) This contract and all legal relations between the parties are subject to the rights of the Federal Republic of Germany under the
exclusion of UN purchasing law (CISG).
(4) Place of delivery and exclusive area of jurisdiction and for all disputes, according to this contract, is our registered place of
business, unless stated otherwise.
(5) Alterations and additions to this contract must be made in writing. This also applies to changes to this written form. Additional
oral agreements have not been made.
(6) Should any individual provisions of this contract be or become invalid or contain any loopholes, all other terms shall remain
unaffected. A so-called safeguarding clause (the parties undertake to adopt a legal regulation that comes closest to the
economic purpose of the invalid regulation and/or which closes this loophole) should not be negotiated in AGB terms, but
rather as a separate agreement.

 



General terms of delivery of SURA Instruments GmbH



1. General information



1.1. Unless otherwise expressly agreed upon, all our business transactions - including future ones - shall be exclusively
subject to these Conditions of Sale. Conflicting or deviating terms and conditions of the buyers will not be accepted by us; the
terms and conditions of the buyer will be hereby objected. Our Terms of sale apply, even if we are aware of contrary or differing
conditions of the buyer subject to our contractual obligations being unreservedly fulfilled. A subsequent change of terms require
written consent and/or a written agreement to be effective.
1.2. The stated terms and conditions shall accordingly apply to work contracts and mixed contracts.
1.3. We have exclusive ownership and copyrights for our quotations, illustrations, designs, calculations and other documents. They
are generally not available to third parties.
1.4. The information brought to us in connection with the order shall not be treated as confidential.
1.5. Place of execution of our duties as well as the buyer's obligation to pay, is our registered place of business.


2. Conclusion of Contract
2.1. Any agreements between us and the buyer regarding the contract and its execution must be made in writing.
2.2. Our offers and included designs, illustrations, measures, weights and other performance data are nonbinding. Our offers are notbinding.
A contract is considered concluded with our written confirmation.
2.3. We consider ourselves bound by the prices quoted in the offer for four weeks starting from the offer date.


3. Modes of payment

3.1. Our prices are, unless otherwise agreed, for a delivery from Jena distribution warehouse without packing as well as for all duties
excluding insurance and value added tax. In our offers and cost estimates, value added tax is not included and becomes effective in
each case on the day of delivery as per valid tax norms which is additionally charged and separately indicated.
3.2. The purchase price is due within 14 days starting from invoice date without deductions. The relevant date for meeting this
deadline shall be considered as the date of receipt of payment by us. The grant of a discount payment requires the special
written agreement.
3.3. In event of non-payment, the buyer shall be in breach of the contract terms. The default interest rate amounts to 8 percent over
the basic interest rate. The assertion of further damages caused by default remains reserved.
3.4. Payments of the buyer may be initially credited against repayment of their older commitments. The buyer shall be informed
about the final type of settlement made.
3.5. If we become aware of circumstances which raise doubt about the credit-worthiness of the buyer, in particular, if due payments
are not settled, we can declare the remaining debt due immediately. Furthermore we are entitled to, in this case, to perform
outstanding obligations only against advance payment or against provision of security.
3.6. Settlement of counter-claims that are disputed by us and/or not legally established by the buyer is not permitted. The buyer is
authorized to exercise a right of detention or a right to refuse payment only if the undisputed or legally binding counterclaim is based
on the same contractual relation.


4. Working methods
4.1 We dispatch the goods using the cheapest means of shipment according to our discretion. The goods will be sent to the account
of and at the risk of the customer on request and at buyer's expense. We insure consignments of goods against the usual transport
risks. The risks of destruction or degradation of the goods which are not our responsibility shall pass to the customer during the
loading at our distribution warehouse in Jena or, if the goods cannot be dispatched or are not intended to dispatch due to lack of
stock availability
4.2. If the buyer delays calling for, accepting or collecting a shipment or if they are responsible for delaying the shipment or delivery,
then we are entitled ,without prejudice, to further claims such as
a) Withdrawal from contract with the remaining goods not being delivered,
b) storing the goods at the buyer's risk and cost at our premises or at the premises of a third party and charging a storage fee
amounting to no less than minimum 0.5% and a maximum of 5% of the invoice value for the goods not delivered at the start of every
week of the storage, and
c) Using unaccepted quantity of goods in the best possible way (§ 254 BGB)
4.3 Delivery dates and time are non-binding. The delivery time does not begin before complete clarification of the technical details of
the order, the agreed upon documentation and/or advance payments and fulfilment of other obligations of the buyer. The buyer
can, 2 weeks after expiry of a non-binding delivery date or a nonbinding delivery period, demand in writing to supply the goods
within a reasonable period of at least 10 working days. The seller shall be in default with this warning. In case of the delay, the buyer
can set an appropriate period of grace in writing with the remark, that it may refuse the receipt of goods after the expiration of the
term. After the set period of grace has expired without effect, the buyer can, through written declaration, withdraw from the sales
contract. Due to expiry of the delivery deadline or delivery date or due to delivery delay the buyer is not entitled to derive any claims
for damages against us, unless the exceeding of the period or deadline is due to wilful intent or gross negligence on the part of one
of our statutory representatives or of one of our vicarious agents. If partial deliveries have already taken place, the right of recession
is limited and can be assertively claimed against damages of outstanding delivery, unless, the partial delivery is of no interest for the
buyer. This paragraph shall also apply, in the event; on our part the service becomes impossible. Should delivery not be possible
during the delay due to any reason, we cannot be held responsible subject to this paragraph, unless the damage would have also
happened if delivery had been made in time. Acts of God, riots, strikes, lockouts and major operational disturbances beyond our
control alter the delivery dates and the time shall be extended for the duration until the cause of delay is alleviated.
4.4. We are entitled to partial deliveries and partial services to a reasonable extent.


5. Guarantee
5.1 The announcement of defect in goods or title must take place immediately and in writing. Warranty claims are not applicable if
the cause of the fault is connected with the fact, that the buyer did not show the defect in a timely manner and did not immediately
give us an opportunity for rectification.
5.2. Defective goods may be sent back to us only after prior announcement.
5.3. We are entitled to the after-settlement right in accordance with § 439 I BGB (repair or replacement), § 437 paragraph 3 BGB
(damage or reimbursement expenses) would be excluded.
5.4. We bear the cost of rectification, as far as we are not affected disproportionately.
5.5. The assignment of warranty claims asserted by the direct buyer against us for a third party’s fault is not permitted.
5.6. We shall grant a warranty for all defects of goods, starting from time of transfer for all risks that present themselves within 6
months. An insignificant reduction of the value or suitability shall not be taken into account. For damage claims, the legal periods
apply in accordance to section 6.1 and 6.2.
5.7. In the case of the revocation of the contract we will reimburse the purchase price minus a sum depending on the delivery date.
5.8. If our operating or service instructions are not followed, if changes are made to the goods or services, parts are replaced or
materials used, that are not corresponding to the original specifications, then no warranty claims are applicable. The same applies,
if our services do not fulfil contractual commitments and/or if used together with other services or the defective services due to
documents or other specifications based on the order placed by the buyer.
5.9. The difference between the contracting authority during the guarantee period about the presence of defects and the type, we
are entitled to leave the decision of this question to an officially appointed and sworn expert with binding effect on both the parties.
The contract cannot be concluded within 2 weeks following a demand by one party for appointment of an expert, appointed by the
president of the IHK-Gera which will be binding for both parties. The costs incurred in the appointment of the expert shall be borne
partially or as determined by the scope of the win and loss. The declarations of the expert are binding upon the parties regarding the
existence or nonexistence of a defect and its evaluation.


6. Liabilities
6.1. For damages, that are not caused to the delivered goods themselves, we shall be liable for breach of contractual and noncontractual
duties only in case of intent and gross negligence, culpable harm to body, life and health, malice, or for a warranty given.
6.2. Claims under the Liability Product Act remain unaffected.
6.3. Further claims for the buyer's damages are excluded.


7. Retention of title
7.1. All delivered goods shall remain our property until all claims - including future and conditional - and the outstanding balance in
the current account, have been settled (reserved goods). The reserved goods may be, processed by the buyer in the orderly course
of business in accordance with § 950 BGB and further sold, as long as the customer is not in default. Pledges or security transfers are
inadmissible. If the value of the security provided to us exceeds the claims secured by more than 33% we shall release part or the
total security amount at our discretion.
7.2. The buyer insures the goods against the usual risks starting from transfer of the risk. Till the complete settlement, all claims of
the buyer from insurance contracts should be assigned to us.
7.3. If the buyer processes the goods, we are entitled for co-ownership of the new object in relation to the value of the reserved
goods to the newly created object. The buyer shall safeguard them for us at no charge.
7.4. All claims regarding the reserved goods, including all balance claims in the current account shall already be assigned by way of
security to us by the buyer. We are entitled to ownership. The buyer shall, however, be entitled to collect such claims in his own
name for our account as long as we have not withdrawn collection authorisation due to the buyer's delay in payment.
7.5. We will not collect the assigned debts, as long as the buyer complies with his payment liabilities. On demand, the buyer is
however obligated, to give to the seller an exact list of the third party with names and address, amount of the individual claims,
invoice date etc. to notify its customers of the assignment and to provide us with all information necessary for the assertion of the
claims.
7.6. In case of access of third parties, in particular in the case of pledges, the buyer shall point out ownership and inform us
immediately. The third party shall be liable for any costs incurred by us in this regard. If they are not able to fulfil our claims, the
buyer will be liable.


8. Industrial property and copyrights

In the event that third parties should claim, due to the buyer's using the services, against the infringement of industrial property
rights or copyrights, the buyer shall give us an immediate written notice. In such case we shall reserve any defence and out-of-court
measures to pursue our rights. The buyer shall support us here.


9. Applicable law, area of jurisdiction
9.1. All legal relationships between us and the buyer shall be governed by the laws of Germany with the exclusion of UN purchasing
law.
9.2. The exclusive area of jurisdiction of the legal relationship between us and the buyer for all disputes arising directly or indirectly is
our registered place of business. However, we can also take legal action against the buyer in the courts located in the buyer's area of
jurisdiction.


10. Partial inefficacy
If individual regulations of these general sale terms be totally or partly ineffective, remaining terms will be fully effectively in all other
respects. Sellers and buyers are obligated in such a case, to replace an ineffective term by an effective one, which comes closest to
the economic purpose of the invalid one.