General Terms and Conditions of NOVA Apparate GmbH

Date 05/2018

(GTC including installation services, maintenance, commissioning and repairs. For use vis-à-vis companies, legal entities under public law or special funds under public law.)

I. General conditions

1. Sales and deliveries shall only be made subject to the following terms and conditions. These terms and conditions shall also apply to all future contracts, agreements, deliveries and services made with us, even if no separate reference is made to them in other contracts or if they are not specifically mentioned in verbal or telephone negotiations.

2. Our offers are subject to change and non-binding. All agreements, in particular those that amend these terms and conditions, shall only become legally effective upon our written confirmation. Verbal collateral agreements and subsequent amendments to the contract require our written confirmation.

3. The customer's terms and conditions of purchase shall not apply, even if we do not expressly object to them. These Terms and Conditions of Sale and Delivery shall be deemed accepted at the latest upon acceptance of our goods and services.

4. All documents pertaining to the order, such as photocopies, drawings, weight and performance specifications, lists, etc. and the data contained therein, such as dimensions, weights and properties, are only approximate unless DIN regulations or other regulations stipulate otherwise. We reserve the right to make design changes as well as changes to the form and design. We reserve the sole ownership and copyright to our documents.

II. Prices

1. Unless otherwise agreed, our prices are quoted net free construction site, unloaded, without packaging and without assembly. These prices are fixed prices for a period of three months from submission of the offer. Deliveries and services not included in the offer shall be invoiced separately.

2. The prices for spare parts deliveries are unpacked ex works plus shipping costs.

III. Delivery and performance time

1. The delivery times and delivery periods stated by us are only approximate and are not binding on us unless a time or period has been expressly specified as binding in writing. The delivery times are given to the best of our judgment in such a way that they can be met by us if production proceeds in an orderly manner both in our own factory and at our subcontractors. There is no warranty obligation on our part in this respect. Any liability for exceeding the delivery time is hereby expressly excluded. Even binding delivery dates confirmed by us are subject to unforeseen obstacles and force majeure beyond our control, such as operational disruptions, delays in the delivery of essential raw and auxiliary materials, fire and similar cases of damage.

2. In the case of third-party products which are not delivered with the original delivery, but are delivered subsequently for reasons set out in Clause III, paragraph 1 above, the transportation and installation costs shall be borne by the customer.

3. A delivery period begins with the dispatch of the order confirmation, but not before complete commercial and technical clarification and approval, the provision of the documents and approvals to be procured by the customer and the receipt of any agreed down payment or advance payment. The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires. If dispatch or delivery is delayed for reasons for which the customer is responsible, the customer may be charged a storage fee of 0.5% of the invoice amount for each week or part thereof, starting one week after notification of readiness for dispatch. In addition, the equipment shall be invoiced as delivered.

4. The agreed delivery period shall be extended by the period during which the customer is in default with its obligations under this or another contract, plus a reasonable start-up period, without prejudice to our rights arising from default on the part of the customer. Partial deliveries are permissible.

5. Compliance with the delivery deadlines also presupposes that the customer has fulfilled his payment obligations in accordance with our terms and conditions, his obligations to cooperate, in particular in clarifying technical specifications and problems and the individual contractual agreements.

6. Events of force majeure shall entitle us to postpone delivery for the duration of the hindrance plus a reasonable start-up period. Strikes, lockouts and other circumstances that make delivery significantly more difficult or impossible for us shall be deemed equivalent to force majeure. The same shall apply in the event of unforeseen circumstances beyond our control.

IV. Assembly and other services

1. In the event that we exceptionally deliver including assembly, the assembly conditions and prices of the individual order shall prevail in addition to these conditions.

2. The same applies to services such as maintenance, commissioning and repair.

V. Special technologies, measurement and control technology, refrigeration technology

1. In the event that you receive a product from us as part of the special technology, the conditions of the individual purchase of the special technology shall take precedence over these conditions.

VI. Terms of payment

1. Unless otherwise agreed, payment is due immediately upon receipt of our invoice or delivery.

2. An agreed cash discount deduction presupposes the timely fulfillment of all obligations of the customer towards us, also from other contracts.

3. Bills of exchange and checks shall only be accepted on account of payment. Discount charges and other ancillary costs shall be borne by the customer. Payment by bill of exchange requires our consent.

4. The customer is obliged to pay the agreed remuneration to us punctually. Offsetting against disputed or legally undetermined claims of the customer is not permitted.

5. If the customer does not meet his payment obligations, in particular if a check or bill of exchange is not honored, or if the customer suspends payment, or if we become aware of facts and circumstances after conclusion of the contract that call his creditworthiness into question, all our claims, including those for which we have accepted bills of exchange or checks, shall become due immediately. We shall also be entitled to demand advance payments or the provision of security and may withdraw from all current contracts without setting a deadline or demand compensation for non-performance. Claims for damages by the customer, also for consequential damages, are excluded.

6. If a delivery or installation is delayed longer than planned through no fault of our own, we shall be entitled to demand an appropriate partial payment amounting to 90 % of the service provided.

VII. Acceptance

1. Delivered items are to be accepted by the customer without prejudice to his warranty claims.

2. Partial deliveries are permitted and will be invoiced as such.

3. If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. In particular, in the event of non-acceptance, we shall be entitled to store the delivery items ourselves or have them stored externally at the expense and risk of the customer and to invoice the goods as delivered.

VIII. Retention of title

1. Until full payment of the purchase price, including all ancillary claims, the delivered goods shall remain our property (reserved goods) in accordance with § 449 BGB, even if payments are made for specially designated claims. In the case of an ongoing business relationship, the delivered goods shall remain the property of the supplier until all claims arising from the current account or business relationship have been paid in full. If a current account relationship exists, the retention of title shall remain in force even after the goods have been included in the current account and any balance has been settled.

2. In the event of processing with other goods not belonging to us by the customer, we shall be entitled to co-ownership of the manufactured item in the ratio of the invoice value of our processed goods subject to retention of title to the sum of the gross invoice values of all other goods used in manufacture. If our goods are mixed or combined with other items and our ownership of the goods subject to retention of title expires as a result (§§ 947, 948 BGB), it is hereby agreed that the customer's ownership of the mixed stock or the uniform item shall pass to us to the extent of the gross invoice value of our goods subject to retention of title and, in addition, the customer shall store these goods for us free of charge. The items resulting from processing or from combining or mixing are reserved goods within the meaning of these terms and conditions.

3. The customer's claims arising from the resale of the reserved goods, including all ancillary rights, are hereby assigned to us, irrespective of whether the reserved goods are sold without or after processing, mixing or combining or whether they are sold to one or more customers. In the event that the reserved goods are sold by the customer together with other goods not belonging to us, the claim shall only be assigned in the amount of our gross invoice amount. We reserve the right to determine the ranking of an assigned partial amount within the framework of the total claims accruing to the customer. In particular, any payments by third-party debtors shall be deemed to have been made on the part not assigned to us in advance.

4. The customer may only sell or process the reserved goods delivered by us in the ordinary course of business under his normal terms and conditions and as long as he is not in default. He hereby assigns all claims to which he is entitled from the sale, including all ancillary rights, in the amount corresponding to the value of the goods delivered by us. Pledging and transfer by way of security of the goods subject to retention of title are not permitted.

5. If the customer uses the reserved goods to fulfill a contract for work and services or a contract for work and materials, the claim arising from this contract shall be assigned to us in advance to the same extent.

6. The purchaser is obliged to inform third-party debtors of the assignment and to provide us with the information required to assert our rights against the sub-purchasers and to hand over to us the documents required for this purpose. We are hereby authorized by the purchaser to notify the debtors on our behalf, if necessary.

7. If we assert the retention of title, this shall only be deemed a withdrawal from the contract if we expressly declare this in writing. The customer's right to possess the reserved goods shall expire if he fails to fulfill his obligations under this or any other contract. We shall then be entitled to take possession of the goods subject to retention of title ourselves without setting a grace period or declaring rescission and to realize them to the best possible extent by private sale or by auction, notwithstanding the customer's payment and other obligations towards him. The proceeds from the sale shall be credited to the customer's liabilities after deduction of the costs. Any surplus shall be paid out.

8. The rights arising from ownership and all special forms thereof specified in these terms and conditions are reserved until full release, including from contingent liabilities that we have entered into in the interest of the customer.

9. The customer may not make or permit any dispositions of the reserved goods that do not comply with the above conditions.

10. The customer undertakes to treat the goods subject to retention of title with care for the duration of the retention of title and to insure them adequately against fire, water damage, damage and theft. The customer assigns to us in advance the claims to which he is entitled against his insurance company in the event of a claim relating to the goods subject to retention of title in the amount of the invoice value of the goods subject to retention of title.

11. The customer is obliged to inform us immediately of any impairment of our property.

12. At the request of the customer, we are obliged to release the securities to which we are entitled in accordance with the above provisions at our discretion if their value exceeds the claims to be secured by 10 %.

IX. Transfer of risk and claims for defects

1. The risk is also transferred in accordance with § 447 BGB in the case of delivery free construction site (cf. II, 1).

2. In the event of defects in the goods, we shall provide warranty at our discretion by repair or replacement.

3. If the subsequent performance fails in accordance with the statutory provisions, the customer may, in principle, demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal) at his discretion. In the case of only minor defects, however, the customer shall not be entitled to withdraw from the contract.

4. The customer is obliged to inspect the delivery item for recognizable defects immediately after the transfer of risk in accordance with § 377 HGB and to inform us immediately, at the latest within 7 calendar days, of any defects. This also applies to packaged goods. The same applies to defects that were not recognizable upon careful inspection.

Any recognizable transport damage must be reported to the carrier and to us immediately upon unloading. In the event of a breach of the above obligations, the assertion of warranty claims shall be excluded. The customer shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notification of defects.

5. The liability for defects does not apply to natural wear and tear, in particular in the case of fan and motor bearings, V-belts, air filters, corrosion and damage to paintwork, faulty assembly or commissioning by the customer or third parties, nor to damage resulting from excessive stress, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground and chemical, electrochemical, electrical or other influences that occur through no fault of the supplier.

6. In principle, only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual quality of the goods.

7. If the customer receives faulty assembly instructions, we shall only be obliged to supply faultless assembly instructions, and only if the fault in the assembly instructions prevents proper assembly.

8. The customer does not receive any guarantees in the legal sense from us. Manufacturer warranties remain unaffected by this.

9. The limitation period for claims for defects is 12 months, calculated from the transfer of risk, unless otherwise agreed in writing in individual contracts or unless mandatory law provides otherwise.

10. We are entitled to refuse to remedy defects as long as the customer does not fulfill his contractual obligations.

11. We shall only be liable for third-party products to the extent that our supplier is obliged to provide us with a warranty.

X. Limitations of liability

1. Our liability for breaches of duty is excluded insofar as these were not caused intentionally or through gross negligence and no primary performance obligation has been breached.

2. Insofar as we are accused of negligence or culpably breach a material contractual obligation, liability for damages shall be limited to the foreseeable, typically occurring direct average damage. We shall not be liable for slightly negligent breach of insignificant contractual obligations.

3. The above exclusions of liability also apply to breaches of duty by our legal representatives or vicarious agents.

4. The above limitations of liability do not apply to claims of the customer arising from mandatory product liability.

5. Liability for culpable injury to life, limb or health remains unaffected.

XI. Place of performance, place of jurisdiction and applicable law

1. For all disputes arising from this contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law or has its registered office outside the Federal Republic of Germany, our registered office shall be the place of performance and place of jurisdiction, unless an exclusive place of jurisdiction is established for the action.

2. The legal relationship with our customers is governed exclusively by German law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

3. The contractual language is German. If the customer also uses another language, the German wording shall take precedence.

4. Should any provision of these General Terms and Conditions be invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, an appropriate provision shall apply which, as far as legally permissible, comes closest to what the contracting parties intended or would have intended according to the meaning and purpose of the contract if they had considered the point.