General conditions of sa

1. SCOPE 1.1 All present or future deliveries, services and offers of the company PFI Bioraffinerietechnik GmbH (supplier) are made exclusively on the basis of these general business conditions. 1.2 Deviating terms and conditions of business of the contracting parties shall only apply if these are acknowledged in writing by the supplier with express reference. 1.3 These conditions shall be deemed to have been accepted upon order to the Supplier. The customer’s counter-confirmations and the reference to his own, deviating business or purchasing conditions are hereby contradicted. 1.4 Verbal ancillary agreements, assurances of properties, retroactive changes to the contract or the waiver of the written form require written confirmation in order to be vali

2. OFFER, CONTRACT CONTRACT, CONTRACT CONTRACT 2.1 All offers made by Supplier are generally valid and valid for one month. 2.2 Contracts concluded with the Supplier shall only come into force as a result of his order confirmation. 2.3 The supplier reserves the right to charge large, particularly costly offers with intermediate consumption depending on the cost. In these cases, however, a target price can be agreed upon before the start of the bidding process. 2.4 The Purchaser shall be obliged to provide the Supplier with special risks in connection with the assemblies, controls or components to be delivered already at the stage of supply and which lead to extraordinary damage. (Substantiv, Plural) abgaben (Substantiv, Plural) abgaben (Substantiv, Plural) abgaben (Substantiv, Plural). 2.5 In no event shall the Supplier be liable for errors, the documents submitted by the Purchaser or other inaccurate information on his part. 2.6 The supplier is also not liable if the purchaser fails to provide an indication of specific risks (as mentioned above). 2.7 Services which are not explicitly stated in the offers, which are available to an appropriate extent for the execution of an order, or at the request of the customer. 2.8 Cancellations for an already issued order are generally permissible only if this order has not yet entered the implementation phase. If partial deliveries or services have already been provided for this order, they shall be remunerated at the expense of the supplier.

3. PRICES, PAYMENT, PAYMENT OF CONTRACT 3.1 Unless expressly agreed otherwise, all prices are in EUR, plus the statutory value-added tax, ex-works ex works, excluding costs for packaging, transport and insurance, assembly and commissioning differently. 3.2 If a foreign currency is agreed, fluctuations in exchange rates shall be borne by the Purchaser. The EUR-equivalent is valid at the time of the offer. 3.3 Orders for which fixed prices are not expressly agreed are settled at the list prices (daily prices) valid on the day of delivery. 3.4 Invoices are payable within 10 days net. Advance payments or payments “Zug-um-Zug” may be agreed separately in the offer or order confirmation. In these cases, hedges may also be agreed upon by the supplier by the provision of bank guarantees. From an order volume of € 15,000.00, the following payment terms apply: 50% after order placement / transmission of our order confirmation. 40% after prior acceptance in our factory / at delivery or display of readiness for dispatch. 10% after acceptance, at the latest 20 days after commencement of use. All invoices are payable immediately, net. 3.5 Invoices for spare parts, service and commissioning are payable immediately, net.
3.6 The supplier’s claims shall only be deemed to have been fulfilled if the consideration is available to the supplier without restriction. The customer’s right of retention is excluded. Offsetting is excluded, provided that the counterclaim has not been undisputed or has not been legally established. 3.7 Objections to invoices of the supplier must be made in writing within one month after receipt of the relevant document. In the absence of timely objection, this shall be deemed to be an approval. Statutory claims of the customer remain unaffected. 3.8 In the event of a delay in payment, the Supplier shall be entitled to charge default interest of 1% above the bank’s current bank rate.

4. DELIVERY, ACCEPTANCE, START-UP, REMUNERATION 4.1 All deliveries are generally ex-works. Part deliveries are permitted in principle, unless otherwise agreed. 4.2 Delivery dates or delivery periods are only approximate. However, the delivery shall in all cases be subject to the timely provision of documents, parts, approvals, etc. to be procured by the customer, as well as the receipt of agreed prepayments. If a delivery date is not met, the purchaser is entitled to set a reasonable deadline and to rescind the contract after expiry of the contract. Any further claims are expressly excluded. The supplier is entitled to premature delivery in any case. 4.3 Agreed delivery periods also extend within a delays of delivery adequately in the event of unforeseeable obstacles which can not be avoided despite the due diligence according to the circumstances of the case, regardless of whether these occur at the supplier or his suppliers (eg operational disturbances, administrative interventions, energy supply difficulties, delays) in the case of deliveries by suppliers, strikes and lockouts, etc.). The Supplier shall immediately notify the Purchaser of such obstacles. If, for example, If circumstances render the delivery or service impossible, the Supplier shall be exempted from fulfilling its obligations. 4.4 In the case of subsequent changes to the delivery and contract or extensions after assignment, the delivery period shall be extended accordingly and any additional costs incurred. These changes or extensions are to be confirmed in writing by both contract partners. 4.5 The timely and free provision of all information, documents, samples, etc. necessary for the order processing are necessary after the date of the supplier, late documents provided lead to delivery delay. 4.6 The customer is allowed to commission the machine at the latest 3 weeks after delivery of the goods / hardware. If commissioning is not possible within this period, a commissioning engineer will be agreed. However, the remaining sum of the order value to be paid shall be due for payment after the end of this 3-week period, irrespective of the actual commissioning date. In addition to the scope of supply of the supplier desired additions or changes, which only result in the course of the commissioning, are calculated according to expenditure, on the basis of the billing rates for commissioning and services of the supplier. 4.7 The acceptance of the installation shall be recorded in writing and signed by the customer and the supplier. Only after the acceptance has been signed, the system is released for normal Operation. 4.8 The Purchaser shall not be entitled to use the work or any part thereof prior to acceptance. Otherwise, the work shall be deemed to be accepted by him, unless the manufacturer’s written consent was given. The manufacturer is then no longer obliged to carry out inspection tests. 4.9 If the Purchaser is not represented in the acceptance test after an appointment has been made, he can no longer dispute the correctness of the protocol. 4.10 If an orderer does not take delivery of the machined equipment, components or controls up to an agreed date, although these correspond in design and function to the delivery item offered, the supplier is entitled to set a reasonable deadline for acceptance. If the acceptance test can not be carried out, the test is carried out successfully on the date indicated as the date for the acceptance test. Irrespective of this, the supplier is entitled to charge the buyer for the extra costs arising from the non-acceptance in the amount of 0.5% of the invoice amount for each month commenced, beginning with the expiry of one month after notification of the readiness for dispatch / acceptance. The calculation is limited to 5% of the invoice amount, unless higher costs are proved. Independently, the customer is obliged to pay the delivery immediately. 4.11 In the case of installations or commissioning, the Purchaser shall be obligated to take delivery of the delivered equipment or controls immediately after the completion is displayed. Unless expressly agreed otherwise,
Commissioning personnel of the supplier to confirm the acceptance in writing. If the purchaser does not comply with this requirement, the acceptance shall be deemed to have taken place after the expiry of 3 working days. 4.12 Minor defects which do not affect the performance of the work do not constitute grounds for refusing acceptance.

5. TRANSPORT OF GOODS 5.1 If a product is sent to this or a third party at the request of the customer, the risk of accidental loss or accidental deterioration of the goods shall be transferred to the purchaser upon leaving the supplier’s warehouse. This applies irrespective of whether the consignment is made from the place of performance or who bears the freight costs. 5.2 If a product is reported to be picked-up or ready for dispatch, and the delivery is delayed for reasons beyond the supplier’s control, the risk is transferred to the customer with the receipt of the pick-up or dispatch notification. At the same time, the supplier is entitled, but not obliged, to insure the goods against breakage, transport and fire damage at the expense of the customer. 5.3 If the customer is delayed beyond the normal extent, the supplier shall be entitled to store the goods at his own expense or at a third party at the expense of the customer until the goods are collected.

6. ASSEMBLY, INSTALLATIONS, OPERATIONS 6.1 For any type of assembly, installation and commissioning of the supplier, he is free to select and divide the personnel. The supplier is entitled to have these activities carried out by his own personnel or by a third party. 6.2 The normal working hours of the supplier shall be 7.5 hours on working days. For assembly, installation and commissioning, the daily working hours are determined by the supplier. 6.3 The Purchaser shall allow the Supplier to enter the premises and the hall by arrangement, even at times which extend beyond normal working hours. 6.4 At the beginning of the work, the supplier shall appoint a project manager from his company who is available as a contact for this project. If this employee is no longer available on time or permanently during the course of the project, the supplier shall immediately appoint a deputy. 6.5 The work of the employees and representatives of the supplier shall extend to the installation, installation and commissioning of the equipment, the subsequent commissioning and presentation for acceptance, as well as the instruction of the persons specified by the purchaser, who later use the plant and have to wait. 6.6 Changes in the execution of the assembly and commissioning of previously agreed agreements or the taking over of works which are nothing to do with the actual assembly and commissioning must first be clarified with the supplier and are in principle to be commissioned by the customer in writing, so that the personnel on site receive instructions from the supplier. 6.7 The purchaser shall take the necessary measures to protect persons and items at the assembly site. It shall also inform the supplier’s suppliers of existing safety devices as far as these are relevant to the supplier’s personnel.6.8 At the customer’s expense, the Purchaser shall make available and prepare the work at the commencement of the work, the preparation shall take place in accordance with the specification and agreement in the planning phase: – auxiliary staff in the number and time required for assembly. The auxiliary staff must follow the instructions of the supplier’s personnel. The supplier assumes no liability for these auxiliaries. – Carrying out any necessary construction work before delivery such as foundations, steel foundation slabs and associated welding work, as well as fastening points and fastening aids etc., shall be made available by the purchaser according to the supplier’s specifications (eg forklift trucks) – provision of heating, lighting, operating power, water, including the transport of the assembly parts to the assembly site, protection of the assembly parts against fire and water damage, theft, the end customer will also make the assembly site available in a lockable manner – providing the materials and carrying out all other actions necessary for the regulation of the delivery item and for the execution of a contractually scheduled test, e.g. the required linkage signals for concatenating existing plants, machines and equipment with automation equipment of the supplier
– all components to be supplied by the purchaser are installed and installed in good time before the beginning of the assembly, according to the installation plan of the supplier. Modifications and installations on existing equipment and facilities are not included in the scope of supply Services. If the purchaser does not fulfill these obligations, the supplier is entitled, but not obliged, to carry them out or carry them out in his place and at his expense. 6.9 Prior to the start of the installation, the Purchaser must, without being asked, provide all information on statics (if necessary) and inform the Supplier about the position of electricity, gas and water pipes. 6.10 The invoicing of service, installation and commissioning services shall be made to the current “rates for commissioning and service” of the supplier, unless expressly agreed otherwise.6.11 If the customer’s performance does not comply with the required tolerance values, the purchaser must promptly remedy the situation. The additional costs incurred by the supplier for the pre-acceptance and the final assembly are at the expense of the customer and are calculated separately. 6.12 The program creation and instruction does not include any specific process development for the customer. If new findings for modified component geometry, tolerances as well as process technologies are determined from the project handling, the quotation I order value will change according to the new effort. If the customer is not able to provide the machines, components and devices in the tolerances required for the automatic production process I quality, the plant is delivered and accepted with programs for the best possible quality. A possible optimization of the programs at the customer’s place by the supplier in this case can only be billed at cost. 6.13 The components, fixtures and workpieces required for the preliminary inspection shall be made available to the supplier free of charge, at least 6 weeks before the date of acceptance, in sufficient numbers and with the specific quality.

7. WARRANTY 7.1 The Supplier shall grant 12 months partial warranty on all delivered controls, systems or sub – assemblies, as of the delivery date or commissioning date, for one shift operation, and 24 months upon conclusion of a maintenance contract with the supplier. The warranty period begins anew for components that have been replaced within this period. 7.2 The prerequisite for the warranty period is a regular, preventive maintenance according to the maintenance regulations by the personnel and the operation of the system according to the operating instructions. 7.3 If a delivery item is defective or if it is not guaranteed, the Supplier shall, at his own discretion, have the possibility to repair or replace the goods under exclusion of further warranty claims by the Purchaser. The customer shall be given the necessary time and opportunity for possible reworking and, as far as reasonable, to place the parts in the supplier’s work. Elimination of defects by third parties is only permitted if this is expressly acknowledged and approved by the supplier. 7.4 For all delivered third parties, the Supplier shall be entitled to the warranty periods of the supplier, calculated from the date of delivery by the Supplier. These deadlines may be invoked against the Supplier. 7.5 Warranty claims shall not apply to defects and damages resulting from contractual conditions not provided for by the contract, improper use or treatment by the customer, normal wear and tear, influences from a third party, improper modifications or repair work, etc. or due to force majeure. 7.6 Warranty claims shall not exist, in particular, if the delivered installations were used in areas which deviate from the areas of use specified by the supplier in the manual. 7.7 Further claims of the customer, in particular a claim for compensation of damages, whether or not you have arisen on the delivery item itself or elsewhere, are excluded, unless they are based on intent or gross negligence of the supplier. 7.8 In addition, the conditions set out in point 6 of the “Offsetting rates for start-ups and services” of the Supplier shall apply

8. RESERVED PROPERTY 8.1 The delivered articles, whether hardware or software components, documentation, plans, sketches and the like, remain the property of the supplier until full payment of all claims resulting from the business connection. Prior to this, a pledge or security transfer is prohibited. The extended retention of title applies.
8.2 The purchaser is entitled to resell the reserved goods in normal business transactions. However, he is obliged to secure the rights of the Supplier to resell reserved goods on credit. Any costs of interventions shall be borne by the Purchaser.

9. CONTENTS 9.1 The statutory and contractual liability of the supplier and his agents is limited to gross negligence and intent, as well as to direct damages. 9.2 The Supplier shall not provide any compensation for direct damages, such as: Loss of production, loss of profits, lost profits and the like.

10.Other 10.1The end customer is obliged to provide the supplier with a sufficient quantity of sample material free of charge, so that the delivered plant can be fully tested in design and function.

11.DOKUMENTATION 11.1 The Supplier shall provide a set of technical documents, in accordance with the manufacturer’s standard of manufacture, in English, consisting of: Operating instructions, wiring diagrams, parts lists, CE marking, declaration of conformity in single copies on CD.

12. OPERATING INSTRUCTIONS 12.1 The equipment regulations of the supplier shall apply. Other operating instructions can only be recognized after checking whether the installation is possible and against the calculation of a surcharge. 12.2 The supplier points out that any delivery regulations relating to control, drives, drive controllers etc. can not be observed. These are components that are matched to each other in a product-specific manner.

13. LEGAL RIGHTS 13.1 In the event that services are provided in the preparation of technical advice, in particular in the elaboration of technical solutions, the drawing up, the development and improvement of products, etc., the supplier reserves all rights of protection. This applies, in particular, to the supplier’s intellectual property (software, etc.), but also to his physical ownership of drawings, tender documents, sample systems and models. The costs for damages caused by an abuse would be charged to the customer in the amount of the damage, but at least € 100,000.00. 13.2 All forwarding, even for the view, any kind of re-use and reproduction (in whole or in part), as well as the use of the know-how of the supplier – also in offer documents – is prohibited and obligated to surrender without prejudice to all other claims of the supplier of the person thus made or obtained. 13.3 Insofar as the Supplier supplies controls, systems or components according to the data or documents of the Purchaser, the Purchaser shall assume the warranty that third parties’ proprietary rights are not infringed and, if necessary, represent the Supplier of all.

14. CLAIM FOR CLAIMS 14.1 All claims of the Purchaser – for whatever legal reasons, shall become statute-barred after 12 months from the passing of the risk. The statutory time limits apply to intentional or malicious conduct as well as to claims under the Product Liability Act.

15. PLACE OF PERFORMANCE, COURT OF JURISDICTION, APPLICABLE LAW 15.1 The place of fulfillment of all obligations arising from the business relations is 66953 Pirmasens. The court of jurisdiction for all disputes arising from the business relationship is 66482 Zweibrücken. 15.2 The business relationship is subject to the law of the Federal Republic of Germany.

16.CONNECTIVITY OF LIABILITY 16.1 These general terms and conditions also remain binding in the event of legal invalidity of individual components in their other parts. A possibly legally unacceptable condition is replaced by the legally permissible regulation, which comes closest to the originally agreed upon. The “General terms and conditions of supply for the products and services of the electrical industry” shall apply to all points not mentioned above.

Stand 01.06.2016 PFI Bioraffinerietechnik GmbH