General terms and conditions of sale

§1 Scope of validity
(1) These terms and conditions of sale shall be exclusively valid and only apply to companies, corporate bodies under public law or fund assets subject to public law in the sense of § 310 section 1 BGB. Regulations to the contrary or deviating regulations of the orderer shall only be recognised by us if we explicitly express our consent to their validity in writing.
(2) These terms and conditions of sale shall also apply to all future business transactions with the orderer, if these are legal transactions of similar nature.

§ 2 Quotation and conclusion of contract
If an order can be viewed as a quotation in accordance with § 145 BGB, we can accept it within 2 weeks.

§ 3 Product description
The quality of the object of sale shall be derived solely from the manufacturer's specifications in the respective product descriptions. Deviations must be agreed upon in writing.

§ 4 Prices and payment
(1) If not otherwise agreed in writing, our prices shall be valid from our depot including packaging plus the respectively valid VAT.
(2) Payment of the purchase price shall take place solely into a bank account specified by us. The deduction of discounts shall only be permissible if especially agreed upon in writing.
(3) If no fixed price agreement has been made, we reserve the right to make reasonable price changes caused by changing wage, material and sales costs for deliveries rendered 3 months or later after conclusion of the contract.

§ 5 Terms of payment
(1) Payments shall be made either COD or in advance.
(2) If payment via direct debit is agreed, the orderer shall be obliged to bear the costs for return debit notes calculated by the credit institutes involved as well as a processing fee of 5.00 ?, unless one of the contractual parties presents proof of other damages.

§ 6 Schufa clause
(1) For orders involving payment against invoice or by direct debit, the orderer declares his/her consent to the engagement of the Schufa (data query, data transfer).
(2) For the purpose of deciding on the justification, implementation or termination of the contract, we collect or use probability values including in their calculation, inter alia, address data.

§ 7 Delivery time
(1) The beginning of the delivery time stated by us assumes the timely and proper fulfillment f the orderer's obligations. The plea of non-fulfilled contract remains reserved.
(2) If the orderer is in default of acceptance or if he/she culpably neglects his/her ooperation obligations, we are entitled to demand the reimbursement of the accrued amages including any additional expenditures. Ulterior claims remain reserved. If the bove mentioned preconditions prevail, the risk of accidental destruction or deterioration f the object of sale is transferred to the orderer at the point in time at which e/she is in default of acceptance or debtor's delay.
(3) IN the event of a delayed delivery not intentionally caused or caused by gross egligence on our part, HOCATEC shall be liable for a lump delay compensation for ach full week of delay to the amount of 0.5 % of the delivery value, but maximally
not more than 5 % of the delivery value.
(4) Other legal claims and rights of the orderer due to delayed delivery remain unaffected.
(5) HOCATEC shall not be liable for cases of delayed delivery arising from the circumstance hat HOCATEC has not been supplied in good time by its sub-suppliers if OCATEC has immediately informed the purchaser accordingly.

§ 8 Risk transfer upon shipment
If the goods are sent to the orderer as he/she wishes, the risk of accidental destruction or deterioration of the goods is transferred to the purchaser upon sending, at the latest then the goods leave the works/warehouse. This shall apply irrespectively of whether the sending of the goods takes place from the place of fulfillment or who
bears the freight costs.

§ 9 Reservation of property rights
(1) HOCATEC reserves the rights of propriety to the delivered goods until full payment of all claims resulting from the delivery contract have been fulfilled. This also applies to all future deliveries, even if HOCATEC does not always explicitly refer to same.
HOCATEC is entitled to withdraw the object of sale of the orderer's conduct is in violation of the contract.
(2) The orderer is obliged to treat the object of sale with care until the propriety rights have been transferred to him. In particular he/she is obliged to sufficiently insure the new value of the object of sale against damage caused by theft, fire and water at his/her own expense. If maintenance and inspection work has to be carried out, the orderer must perform this work in due time at his/her own expense. If the propriety rights have not yet been transferred, the orderer must immediately inform us in writing if the delivered item is subject to attachment or other third party claims. If the third party should not be able to reimburse HOCATEC for the judicial and extra-judicial costs of a lawsuit acc. to § 771 ZPO, the orderer shall be liable for the losses incurred to HOCATEC.
(3) The orderer is entitled to resell the reserved goods in the course of normal business transactions. The orderer shall now already assign to HOCATEC the claims of the purchaser from resale of the reserved goods to the amount of the final invoice sum agreed with us (including VAT). This assignment shall apply irrespectively of whether the object of sale has been resold prior to or following further processing. The orderer shall remain empowered for the collection of the claim, even after assignment. Our authorisation to independently collect the claim shall remain unaffected. We shall however, not collect the claim as long as the orderer meets his/her payment obligations from the collected proceeds, is not in default of payment and in particular has not filed an application for the opening of insolvency or bankruptcy proceedings.
(4) The handling and processing or remodelling of the object of sale by the orderer always takes place in the name of and on behalf of HOCATEC. In this case the expectancy right of the orderer to the object of sale shall continue for the remodelled article. If the object of sale is processed together with other objects not belonging to us, we shall acquire co-ownership in the new article in the relationship of the objective value of our object of sale to the other processed objects at the time of processing.
This also applies if the goods are mixed, if mixing takes place in the way that the article entails partial co-ownership and the thus resulting sole ownership or co-ownership is held in our interest. In order to secure our claims against the orderer, the
orderer shall also assign such claims to us as arise due to the connection of the reserved goods with premises against a third party; we already accept this assignment.
(5) We undertake to release the collateral to which we are entitles upon the request of the orderer, if the value of same exceeds the claims subject to security by more than 20%.

§ 10 Guarantee and notice of defects as well as recourse/manufacturer's regress
(1) Guarantee rights of the orderer presuppose that the orderer has properly fulfilled its inspection and notification.
(2) Defect claims lapse in 12 months after successful delivery of the goods supplied by us to our orderer or in 24 months for such goods marked with the symbol on the respective page of the catalogue valid at the time of the conclusion of contract.
Our approval must be obtained before returning any goods.
(3) If the delivered goods should have a defect which was already present at the time of the transfer of risk despite all due diligence having been taken, then we shall either repair the goods or deliver a substitute at our discretion, providing that the notice of defect is submitted within the stipulated period. The opportunity of supplementary performance shall always be granted within a reasonable stipulated period. Recourse claims shall remain unaffected by the above regulation without restriction.
(4) If the supplementary performance should fail, the orderer may withdraw from the contract or reduce payment – regardless of eventual compensation claims.
(5) Claims for defects do not exist in the event of minor deviation from the agreed quality, minor impairment of the usability, natural wear or damage caused after transfer of the risk as a result of incorrect or negligent treatment, excessive stress, unsuitable equipment or due to particular external influences not expected according to the contract. If repair work or modifications are performed improperly by the orderer or a third party, no defect claims shall apply for these or for consequences arising therefrom.
(6) Claims of the orderer due to necessary expenses incurred for the purpose of supplementary performance, particularly transport, commuting, labour and material costs, are excluded as far as the expenses increase because the goods supplied by us have been subsequently delivered to a different location than the orderer's establishment.
(7) Recourse claims of the orderer against us exist only insofar as the orderer has not concluded any agreements with his/her purchaser beyond the legally imperative defect claims. Par. 6 shall also apply accordingly for the scope of the recourse claim of the orderer against the supplier.
(8) The guarantee is limited for the specialist trade to the free replacement of the defective parts.

§ 11 Other liability
(1) If not otherwise stated in these terms and conditions, we shall assume liability in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory regulations.
(2) We shall assume liability for compensation claims – irrespective of the legal reason – in cases of intent and gross negligence. In cases of simple negligence we shall only assume liability
a) for damages arising form injury to life, bodily harm and health,
b) for damages arising from a breach of an important contractual obligation (breach of the fulfilment of said obligations that enable the proper implementation of the contract at all and on the observance of which the contractual partner regularly relies or shall rely); in this case our liability is restricted to the typically expected damage.
(3) The liability limitations resulting from subparagraph 2 do not apply if we should fraudently conceal a defect or have assumed a guarantee for the quality of the product. The same shall apply to claims of the buyer from the German product Liability Act.
(4) The buyer or orderer can only withdraw or terminate on the grounds of a breach of obligations not arising from a defect, if we are responsible for said breach of obligation.

§ 12 Miscellaneous
(1) This contract and all legal relationships of the parties are subject to the laws of the Federal Republic of Germany under exclusion of the UN sale of goods law (CISG).
(2) Our registered office is the place of fulfillment and sole place of jurisdiction for all disputes arising from this contract unless otherwise stated in the order confirmation.
(3) All agreements concluded between the parties to the aim of the execution of this contract shall be put down in writing in this contract.
(4) If individual provisions of this contract should be or become ineffective or if loopholes should be detected, the remaining provisions shall remain unaffected.

Status: January 2010