GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF GENUINO GMBH

1. general

1.1 These Terms and Conditions of Sale and Delivery shall apply exclusively to all contracts, including future contracts; we shall not recognize any conflicting or deviating terms and conditions of the Buyer unless their validity is expressly agreed to in writing. The fact that we carry out the delivery without reservation in the knowledge of conflicting or deviating terms and conditions of the buyer shall not prevent the exclusive application of these terms and conditions. The Terms and Conditions of Sale and Delivery shall only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

1.2 Offers are subject to change and non-binding. We are entitled to change our product range at any time and without prior notice.

2. delivery

2.1 Agreements on binding delivery times must be made in writing. Unless expressly agreed otherwise, delivery shall be made within the agreed delivery time at our discretion. The day of delivery shall be notified to the Buyer at least three working days in advance, not including the day of notification. If the delivery period covers several months, delivery shall be made in approximately equal monthly quantities, unless expressly agreed otherwise.

2.2 In the event of delivery over several months, we may, unless expressly agreed otherwise, tender the goods for acceptance at our discretion during the delivery period. In the event of tender, the buyer must issue a call-off in executable form for acceptance of the goods within five working days of receipt of the tender. If we do not make use of our right to tender and the buyer has not issued a call-off by the end of the delivery period or by the call-off date, we may tender the goods even after the expiry of the delivery period as long as we have not withdrawn from the contract. In any case, we can set the buyer a reasonable grace period to fulfill his obligations. After expiry of this grace period, we may withdraw from the contract or its unfulfilled part and/or demand compensation instead of performance.

2.3 We are entitled to refuse to execute the respective order as long as the Buyer is in default with the acceptance or receipt of a delivery or with a payment under any contract concluded with us.

2.4 The fulfillment of and compliance with the delivery obligations by us presupposes the correct and timely delivery to us. We are entitled to make partial deliveries or render partial services, insofar as this is not unreasonable for the Buyer.

2.5 If, after conclusion of a contract, its fulfillment is prevented by force majeure, import or export bans at home or abroad, official measures or other circumstances for which one of the contracting parties is not responsible, the contract or, if it has been partially fulfilled, its unfulfilled part shall be canceled. The other party to the contract shall be informed of the aforementioned circumstances immediately after they become known.

2.6 If our performance is hindered by elementary events or by riot, strike, lockout, a loading block or other circumstances to be assessed in the same way, the performance period shall be extended by the duration of the hindrance if we notify the Buyer of the hindrance immediately after becoming aware of it or at the beginning of the performance period. No events in the aforementioned sense are those which have been culpably caused by us. The buyer may withdraw from the contract as soon as and if he cannot reasonably be expected to wait any longer than the postponed performance period.

3. loading/weighing

3.1 The Buyer is entitled to be present or be represented during loading for the purpose of determining the weight or taking samples. The weight determined at the place of departure shall be decisive for determining the weight.

3.2 Shipment shall be EXW (ex works) in accordance with Incoterms 2010, unless expressly agreed otherwise in the contract.

3.3 If the goods are transported in containers provided by the Buyer, we are not obliged to check these for their suitability for transportation. The same shall apply if the goods are accepted by a third party (forwarding agent, carrier or freight forwarder) on behalf of the Buyer. We are not responsible for contamination or other impairment of the goods due to uncleanliness or other defects or unsuitability of the means of transportation provided by the buyer.

4. weight

We may exceed or fall short of the agreed weight quantity by up to 5%. Under/overruns will be invoiced exactly at the agreed price.

5. packaging

Our means of transport must be emptied immediately upon arrival; any demurrage/roadstead charges incurred shall be borne by the buyer. Returnable containers (barrels, containers, etc.) shall be made available to the buyer free of charge. In compliance with the Packaging Ordinance, we will take back any container previously filled with our products free of charge. The collection point is the location designated by us in Germany. The containers must be delivered there carriage paid. Costs arising from the disposal of residual quantities or containers contaminated by third-party products shall be borne by the purchaser.

6. quality

6.1 The quality of the goods to be delivered shall be determined in accordance with the contractual agreements. If nothing has been agreed on the quality of the traded goods, sound, merchantable goods of average type and quality shall be delivered.

6.2 In the case of a sale by sample, the properties of the sample shall only be deemed assured or guaranteed if this is expressly agreed in writing.

6.3 The Buyer is responsible for determining the suitability of the delivered goods for the intended use. This also applies to the permissibility of any distribution in a specific geographical area.

7. warranty

7.1 Warranty rights presuppose that the buyer fulfills his obligation to inspect and give notice of defects in accordance with § 377 HGB. Defects must be reported to us immediately upon arrival in such a way that we can examine the complaint. For this purpose, the rejected goods must be left in the shipping containers, unless we expressly waive this in writing and the buyer ensures the separate storage of the rejected goods and their non-processing. In the event of a defect, we shall be entitled, at our discretion, to remedy the defect or make a replacement delivery. We shall not be required to reimburse any additional expenses for subsequent performance incurred as a result of the goods complained of being transported to a location other than the agreed place of delivery.

7.2 The Buyer is obliged to clarify whether the delivered goods are suitable for the use intended by him by means of suitable tests in terms of scope and methodology before commencing processing. We shall not be liable for any damage to other goods of the Buyer if the Buyer fails to carry out necessary, reasonable and customary tests in this respect.

7.3 Warranty claims of the buyer for defects in the delivered goods in accordance with § 437 BGB shall expire after a period of one year. The period begins with the delivery of the goods. This does not apply if the law prescribes longer periods, i.e. in particular in the cases of §§ 438 Para. 1 No. 2, 478, 479 BGB.

8. exclusion of liability

8.1 We shall be liable for damages within the scope of the statutory provisions if the damage is due to intent or gross negligence on our part, on the part of our representatives or vicarious agents. We, our representatives or vicarious agents shall not be liable for simple negligence. This shall not apply if a material contractual obligation has been breached or if there is injury to life, limb or health of a person or if there is mandatory liability under the provisions of the Product Liability Act. Material contractual obligations are those that arise from the nature of the respective contract and whose breach jeopardizes the achievement of the purpose of the contract.

8.2 The Buyer's claims for damages shall be limited to the typical, foreseeable damage, unless they are based on intentional or grossly negligent behavior on our part, on the part of our legal representatives or vicarious agents. The limitation shall also not apply to liability for damages resulting from injury to life, body or health of a person in cases of mandatory liability in accordance with the provisions of the Product Liability Act.

9. offsetting/rights of retention

The buyer is only entitled to offset or exercise rights of retention from contracts for other deliveries if the claim for offsetting or for asserting the right of retention has been recognized by us in writing or has been legally established.

10. retention of title

10.1 The delivered goods shall remain our property until all claims to which we are entitled from the business relationship with the buyer have been settled. This shall also apply if our claims are included in a current account and balances are drawn and recognized.

10.2 As long as he is not in default of payment, the buyer may process and sell the delivered goods in the ordinary course of business. In the event of resale to his customer, he shall also retain title to the goods subject to retention of title until the purchase price has been paid in full. He is not entitled to pledge the reserved goods or to assign them as security. The purchaser hereby assigns to us by way of security any claims against third parties arising from the resale or any other legal grounds in respect of the goods subject to retention of title in the amount of the invoice for the goods subject to retention of title. We accept the assignment.

10.3 The Buyer shall process the reserved goods on our behalf. If the reserved goods are processed or inseparably mixed with other items or goods of the Buyer, we shall acquire co-ownership of the new goods in the ratio of the invoice value of the reserved goods to the other goods at the time of processing or mixing. If, as a result of the mixing, the buyer's item is to be regarded as the main item, the buyer shall transfer proportionate co-ownership to us. With regard to the sole or co-ownership thus created, the buyer shall keep the goods in safe custody for us. The above provisions on reserved goods shall apply to the goods resulting from processing, combining or mixing.

10.4 If the value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer's request.

11 Confidentiality: This applies exclusively to contracts concluded with our laboratory!

11.1 We are responsible for handling all information obtained or created during the performance of the laboratory activities. We will inform the client in advance which information we intend to make freely available. All other information is considered proprietary information and must be treated confidentially. This does not apply if the information has been made publicly available by the customer or if there is a contractual agreement to the contrary.

11.2 If we are required by law or authorized by contract to disclose confidential information, the customer or person concerned must be informed of the information provided, unless prohibited by law.

12 Place of performance, place of jurisdiction, applicable law

12.1 The place of performance for delivery and payment is Leonberg.

12.2 The contractual relationship between us and the Buyer shall be governed exclusively by German law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

12.3 The exclusive place of jurisdiction for all actions arising from the legal relationship between us and the Buyer shall be our place of business. However, we shall also be entitled to sue the Buyer at its general place of jurisdiction (place of business).

Genuino GmbH
Mollenbachstraße 29
71229 Leonberg
Germany

Phone: +43 512 206039
E-mail: team@genuino.de

Stuttgart Register Court
HRB 772710
Managing Director: Daniel Pichler
UST - IDNr.: DE 328503227

Commerzbank Stuttgart
Account no.: 840002000 (sort code 60040071)

IBAN: DE80600400710840002000
Swift-Code: DEUTDESSXXX Swift-Code: COBADEFFXXX