I. GENERAL PROVISIONS

1. Legal relations between Supplier and Purchaser in connection with supplies

and/or services of the Supplier (hereinafter referred to as “Supplies”) shall be

solely governed by the present GL. The Purchaser’s general terms and conditions

shall apply only if expressly accepted by the Supplier in writing. The

scope of delivery shall be determined by the congruent mutual written declarations.

2. The Supplier herewith reserves any industrial property rights and/or copyrights

pertaining to its cost estimates, drawings and other documents (hereinafter

referred to as “Documents”). The Documents shall not be made

accessible to third parties without the Supplier’s prior consent and shall,

upon request, be returned without undue delay to the Supplier if the contract

is not awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis

to the Purchaser’s Documents; these may, however, be made accessible

to those third parties to whom the Supplier has rightfully subcontracted

Supplies.

3. The Purchaser has the non-exclusive right to use standard software and

firmware, provided that it remains unchanged, is used within the agreed performance

parameters, and on the agreed equipment. Without express agreement

the Purchaser may make one back-up copy of standard software.

4. Partial deliveries are allowed, unless they are unreasonable to accept for the

Purchaser.

5. The term „claim for damages” used in the present GL also includes claims

for indemnification for useless expenditure.

II. PRICES, TERMS OF PAYMENT, AND SET-OFF

1. Prices are ex works and excluding packaging; value added tax shall be

added at the then applicable rate.

2. If the Supplier is also responsible for assembly or erection and unless otherwise

agreed, the Purchaser shall pay the agreed remuneration and any incidental

costs required, e. g. for traveling and transport as well as allowances.

3. Payments shall be made free Supplier’s paying office.

4. The Purchaser may set off only those claims which are undisputed or nonappealable.

III. RETENTION OF TITLE

1. The items pertaining to the Supplies (“Retained Goods”) shall remain the

Supplier’s property until each and every claim the Supplier has against the

Purchaser on account of the business relationship has been fulfilled. If the

combined value of the Supplier’s security interests exceeds the value of all

secured claims by more than 10 %, the Supplier shall release a corresponding

part of the security interest if so requested by the Purchaser; the

Supplier shall be entitled to choose which security interest it wishes to

release.

2. For the duration of the retention of title, the Purchaser may not pledge the

Retained Goods or use them as security, and resale shall be possible only for

resellers in the ordinary course of their business and only on condition that

the reseller receives payment from its customer or makes the transfer of property

to the customer dependent upon the customer fulfilling its obligation to

effect payment.

3. The Purchaser shall inform the Supplier forthwith of any seizure or other act

of intervention by third parties.

4. Where the Purchaser fails to fulfil its duties, fails to make payment due, or

otherwise violates its obligations the Supplier shall be entitled to rescind the

contract and take back the Retained Goods in the case of continued failure

following expiry of a reasonable remedy period set by the Supplier; the statutory

provisions providing that a remedy period is not needed shall be unaffected.

The Purchaser shall be obliged to return the Retained Goods.

The fact that the Supplier takes back Retained Goods and/or exercises the

retention of title, or has the Retained Goods seized, shall not be construed

to constitute a rescission of the contract, unless the Supplier so expressly

declares.

IV. TIME FOR SUPPLIES; DELAY

1. Times set for Supplies shall only be binding if all Documents to be furnished

by the Purchaser, necessary permits and approvals, especially concerning

plans, are received in time and if agreed terms of payment and other obligations

of the Purchaser are fulfilled. If these conditions are not fulfilled in time,

times set shall be extended reasonably; this shall not apply if the Supplier is

responsible for the delay.

2. If non-observance of the times set is due to force majeure such as mobilization,

war, rebellion or similar events, e. g. strike or lockout, such time shall be

extended accordingly. The same shall apply if the Supplier does not receive

its own supplies in due time or in due form.

3. If the Supplier is responsible for the delay (hereinafter referred to as “Delay”)

and the Purchaser has demonstrably suffered a loss therefrom, the

Purchaser may claim a compensation as liquidated damages of 0.5 % for

every completed week of Delay, but in no case more than a total of 5 % of

the price of that part of the Supplies which due to the Delay could not be put

to the intended use.

4. Purchaser’s claims for damages due to delayed Supplies as well as claims

for damages in lieu of performance exceeding the limits specified in No. 3

above are excluded in all cases of delayed Supplies, even upon expiry of a

time set to the Supplier to effect the Supplies. This shall not apply in cases

of mandatory liability based on intent, gross negligence, or due to loss of life,

bodily injury or damage to health. Rescission of the contract by the

Purchaser based on statute is limited to cases where the Supplier is responsible

for the delay. The above provisions do not imply a change in the burden

of proof to the detriment of the Purchaser.

5. At the Supplier’s request, the Purchaser shall declare within a reasonable

period of time whether it, due to the delayed Supplies, rescinds the contract

or insists on the delivery of the Supplies.

6. If dispatch or delivery, due to Purchaser’s request, is delayed by more than

one month after notification of the readiness for dispatch was given, the

Purchaser may be charged, for every additional month commenced, storage

costs of 0.5 % of the price of the items of the Supplies, but in no case more

than a total of 5 %. The parties to the contract may prove that higher or, as

the case may be, lower storage costs have been incurred.

V. PASSING OF RISK

1. Even where delivery has been agreed freight free, the risk shall pass to the

Purchaser as follows:

a) if the Supplies do not include assembly or erection, at the time when the

Supplies are shipped or picked up by the carrier. Upon the Purchaser’s

request, the Supplier shall insure the Supplies against the usual risks of

transport at the Purchaser’s expense;

b) if the Supplies include assembly or erection, at the day of taking over in

the Purchaser’s own works or, if so agreed, after a fault-free trial run.

2. The risk shall pass to the Purchaser if dispatch, delivery, the start or performance

of assembly or erection, the taking over in the Purchaser’s own

works, or the trial run is delayed for reasons for which the Purchaser is

responsible or if the Purchaser has otherwise failed to accept the Supplies.

VI. ASSEMBLY AND ERECTION

Unless otherwise agreed in written form, assembly and erection shall be subject

to the following provisions:

1. The Purchaser shall provide at its own expense and in due time:

a) all earth and construction work and other ancillary work outside the

Supplier’s scope, including the necessary skilled and unskilled labor, construction

materials and tools,

b) the equipment and materials necessary for assembly and commissioning

such as scaffolds, lifting equipment and other devices as well as fuels and

lubricants,

c) energy and water at the point of use including connections, heating and

lighting,

d) suitable dry and lockable rooms of sufficient size adjacent to the site for

the storage of machine parts, apparatus, materials, tools, etc. and adequate

working and recreation rooms for the erection personnel, including

sanitary facilities as are appropriate in the specific circumstances; furthermore,

the Purchaser shall take all measures it would take for the protection

of its own possessions to protect the possessions of the Supplier and

of the erection personnel at the site,

e) protective clothing and protective devices needed due to particular conditions

prevailing on the specific site.

2. Before the erection work starts, the Purchaser shall unsolicitedly make available

any information required concerning the location of concealed electric

power, gas and water lines or of similar installations as well as the necessary

structural data.

3. Prior to assembly or erection, the materials and equipment necessary for the

work to start must be available on the site of assembly or erection and any

preparatory work must have advanced to such a degree that assembly or

erection can be started as agreed and carried out without interruption.

Access roads and the site of assembly or erection must be level and clear.

GENERAL CONDITIONS

FOR THE SUPPLY OF PRODUCTS AND SERVICES

OF THE ELECTRICAL AND ELECTRONICS INDUSTRY (“GL”)*

for commercial transactions between businesses

* “Grüne Lieferbedingungen”. The original German text shall be the

governing version.

4. If assembly, erection or commissioning is delayed due to circumstances for

which the Supplier is not responsible, the Purchaser shall bear the reasonable

costs incurred for idle times and any additional traveling expenditure of

the Supplier or the erection personnel.

5. The Purchaser shall attest to the hours worked by the erection personnel

towards the Supplier at weekly intervals and the Purchaser shall immediately

confirm in written form if assembly, erection or commissioning has been

completed.

6. If, after completion, the Supplier demands acceptance of the Supplies, the

Purchaser shall comply therewith within a period of two weeks. In default

thereof, acceptance is deemed to have taken place. Acceptance is also deemed

to have been effected if the Supplies are put to use, after completion of

an agreed test phase, if any.

VII. RECEIVING SUPPLIES

The Purchaser shall not refuse to receive Supplies due to minor defects.

VIII. DEFECTS AS TO QUALITY

The Supplier shall be liable for defects as to quality (“Sachmängel”, hereinafter

referred to as “Defects”,) as follows:

1. Defective parts or defective services shall be, at the Supplier’s discretion,

repaired, replaced or provided again free of charge, provided that the reason

for the Defect had already existed at the time when the risk passed.

2. Claims for repair or replacement are subject to a statute of limitations of 12

months calculated from the start of the statutory statute of limitations; the

same shall apply mutatis mutandis in the case of rescission and reduction.

This shall not apply where longer periods are prescribed by law according to

Sec. 438 para. 1 No. 2 (buildings and things used for a building), Sec. 479

para. 1 (right of recourse), and Sec. 634a para. 1 No. 2 (defects of a building)

German Civil Code (“BGB”), in the case of intent, fraudulent concealment

of the Defect or non-compliance with guaranteed characteristics

(Beschaffenheitsgarantie). The legal provisions regarding suspension of the

statute of limitations (“Ablaufhemmung”, “Hemmung”) and recommencement

of limitation periods shall be unaffected. 

Since it may only be possible to process warranty claims if we know the lot number of the module complained of, the customer is required to provide us with a copy of the relevant delivery note or the number of the delivery note.  

3. Notifications of Defect by the Purchaser shall be given in written form without

undue delay.

4. In the case of notification of a Defect, the Purchaser may withhold payments

to an amount that is in a reasonable proportion to the Defect. The Purchaser,

however, may withhold payments only if the subject-matter of the notification

of the Defect involved is justified and incontestable. The Purchaser has no

right to withhold payments to the extent that its claim of a Defect is time-barred.

Unjustified notifications of Defect shall entitle the Supplier to demand

reimbursement of its expenses by the Purchaser.

5. The Supplier shall be given the opportunity to repair or to replace the defective

good (“Nacherfüllung”) within a reasonable period of time.

6. If repair or replacement is unsuccessful, the Purchaser is entitled to rescind

the contract or reduce the remuneration; any claims for damages the

Purchaser may have according to No. 10 shall be unaffected.

7. There shall be no claims based on Defect in cases of insignificant deviations

from the agreed quality, of only minor impairment of usability, of natural wear

and tear, or damage arising after the passing of risk from faulty or negligent

handling, excessive strain, unsuitable equipment, defective civil works, inappropriate

foundation soil, or claims based on particular external influences

not assumed under the contract, or from non-reproducible software errors.

Claims based on defects attributable to improper modifications or repair

work carried out by the Purchaser or third parties and the consequences thereof

are likewise excluded.

8. The Purchaser shall have no claim with respect to expenses incurred in the

course of supplementary performance, including costs of travel, transport,

labor, and material, to the extent that expenses are increased because the

subject-matter of the Supplies has subsequently been brought to another

location than the Purchaser’s branch office, unless doing so complies with

the normal use of the Supplies.

9. The Purchaser’s right of recourse against the Supplier pursuant to Sec. 478

BGB is limited to cases where the Purchaser has not concluded an agreement

with its customers exceeding the scope of the statutory provisions

governing claims based on Defects. Moreover, No. 8 above shall apply mutatis

mutandis to the scope of the right of recourse the Purchaser has against

the Supplier pursuant to Sec. 478 para. 2 BGB.

10. The Purchaser shall have no claim for damages based on Defects. This shall

not apply to the extent that a Defect has been fraudulently concealed, the

guaranteed characteristics are not complied with, in the case of loss of life,

bodily injury or damage to health, restrictions to liberty and/or intentionally or

grossly negligent breach of contract on the part of the Supplier. The above

provisions do not imply a change in the burden of proof to the detriment of

the Purchaser. Any other or additional claims of the Purchaser exceeding the

claims provided for in this Article VIII, based on a Defect, are excluded.

IX. INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHT;

DEFECTS IN TITLE

1. Unless otherwise agreed, the Supplier shall provide the Supplies free from

third parties’ industrial property rights and copyrights (hereinafter referred to

as “IPR”) with respect to the country of the place of delivery only. If a third

party asserts a justified claim against the Purchaser based on an infringement

of an IPR by the Supplies made by the Supplier and used in conformity

with the contract, the Supplier shall be liable to the Purchaser within the time

period stipulated in Article VIII No. 2 as follows:

a) The Supplier shall choose whether to acquire, at its own expense, the

right to use the IPR with respect to the Supplies concerned or whether to

modify the Supplies such that they no longer infringe the IPR or replace

them. If this would be impossible for the Supplier under reasonable conditions,

the Purchaser may rescind the contract or reduce the remuneration

pursuant to the applicable statutory provisions.

b) The Supplier’s liability to pay damages is governed by Article XI.

c) The above obligations of the Supplier shall apply only if the Purchaser (i)

immediately notifies the Supplier of any such claim asserted by the third

party in written form, (ii) does not concede the existence of an infringement

and (iii) leaves any protective measures and settlement negotiations

to the Supplier’s discretion. If the Purchaser stops using the Supplies in

order to reduce the damage or for other good reason, it shall be obliged

to point out to the third party that no acknowledgement of the alleged

infringement may be inferred from the fact that the use has been discontinued.

2. Claims of the Purchaser shall be excluded if it is responsible for the infringement

of an IPR.

3. Claims of the Purchaser are also excluded if the infringement of the IPR is

caused by specifications made by the Purchaser, by a type of use not foreseeable

by the Supplier or by the Supplies being modified by the Purchaser

or being used together with products not provided by the Supplier.

4. In addition, with respect to claims by the Purchaser pursuant to No. 1 a)

above, Article VIII Nos. 4, 5, and 9 shall apply mutatis mutandis in the event

of an infringement of an IPR.

5. Where other defects in title occur, Article VIII shall apply mutatis mutandis.

6. Any other claims of the Purchaser against the Supplier or its agents or any

such claims exceeding the claims provided for in this Article IX, based on a

defect in title, are excluded.

X. IMPOSSIBILITY OF PERFORMANCE; ADAPTATION OF CONTRACT

1. To the extent that delivery is impossible, the Purchaser is entitled to claim

damages, unless the Supplier is not responsible for the impossibility. The

Purchaser’s claim for damages is, however, limited to an amount of 10 % of

the value of the part of the Supplies which, owing to the impossibility, cannot

be put to the intended use. This limitation shall not apply in the case of

mandatory liability based on intent, gross negligence or loss of life, bodily

injury or damage to health; this does not imply a change in the burden of

proof to the detriment of the Purchaser. The Purchaser’s right to rescind the

contract shall be unaffected.

2. Where unforeseeable events within the meaning of Article IV No. 2 substantially

change the economic importance or the contents of the Supplies or

considerably affect the Supplier’s business, the contract shall be adapted

taking into account the principles of reasonableness and good faith. To the

extent this is not justifiable for economic reasons, the Supplier shall have the

right to rescind the contract. If the Supplier intends to exercise its right to

rescind the contract, it shall notify the Purchaser thereof without undue delay

after having realized the repercussions of the event; this shall also apply even

where an extension of the delivery period has previously been agreed with

the Purchaser.

XI. OTHER CLAIMS FOR DAMAGES; STATUTE OF LIMITATIONS

1. The Purchaser has no claim for damages based on whatever legal reason,

including infringement of duties arising in connection with the contract or

tort.

2. The above shall not apply in the case of mandatory liability, e. g. under the

German Product Liability Act (“Produkthaftungsgesetz”), in the case of

intent, gross negligence, loss of life, bodily injury or damage to health, or

breach of a condition which goes to the root of the contract (“wesentliche

Vertragspflichten”). However, claims for damages arising from a breach of a

condition which goes to the root of the contract shall be limited to the foreseeable

damage which is intrinsic to the contract, unless caused by intent or

gross negligence or based on liability for loss of life, bodily injury or damage

to health. The above provision does not imply a change in the burden of

proof to the detriment of the Purchaser.

3. To the extent that the Purchaser has a claim for damages, it shall be timebarred

upon expiration of the statute of limitations pursuant to Article VIII No.

2. The same shall apply to the Purchauser’s claims in connection with

actions undertaken to avoid any damage (e. g. callback). In the case of

claims for damages under the German Product Liability Act, the statutory

statute of limitations shall apply.

XII. VENUE AND APPLICABLE LAW

1. If the Purchaser is a businessman, sole venue for all disputes arising directly

or indirectly out of the contract shall be the Supplier’s place of business.

However, the Supplier may also bring an action at the Purchaser’s place of

business.

2. Legal relations existing in connection with this contract shall be governed by

German substantive law, to the exclusion of the United Nations Convention

on contracts for the International Sale of Goods (CISG).

XIII. SEVERABILITY CLAUSE

The legal invalidity of one or more provisions of this Agreement in no way affects

the validity of the remaining provisions. This shall not apply if it would be unreasonable

for one of the parties to be obligated to continue the contract.