General Terms and Conditions of Sale and Delivery
of the company Maschinen-Wagner Werkzeugmaschinen GmbH
(As of September 2018)

Section 1 Scope of application, form
(1)    The General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers (“Buyer”). The GTCS only apply if the buyer is an entrepreneur (Section 14 German Civil Code), a legal entity under public law or aspecial fund under public law.
(2)    The GTCS apply in particular to contracts for the sale and/or delivery of movable items (“Goods”), regardless of whether we manufacture the goods ourselves or buy them from suppliers (Sections 433, 651 German Civil Code). Unless otherwise agreed, the GTCS in the version valid at the time of the buyer's order or at least in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer tothem again in each individual case.
(3)    Our GTCS apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the buyer only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent applies in any case, for example even if we conduct the delivery to the buyer without reservation, knowing the General Terms and Conditions (GTC) of the buyer.
(4)    Individual agreements made with the buyer in individual cases (including ancillary agreements, additions and changes) always take precedence over these GTCS. Subject to proof to the contrary, a written contract or our written confirmationis decisive for the content of such agreements.
(5)    Legally relevant declarations and notifications by the buyer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutoryformal requirements and other evidence, especially in the case of doubts about the legitimacy of the declarant, remain unaffected.
(6)    References to the validity of legal regulations are only of clarifying importance. Even without such a clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these GTCS.

Section 2 Conclusion of contract
(1)   Our offers are subject to change and are non-binding. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we have ownership rights and copyrights reserved.
(2)   Ordering of the goods by the buyer is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer after we have received it.
(3)   Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

Section 3 Delivery period and default in delivery
(1)   The delivery period is agreed individually or specified by us when accepting the order.
(2)   If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this immediately and at the same time communicate the expected new delivery deadline. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already provided by the buyer. A case of non-availability of the service in this sense is, in particular, failure to receive delivery from our suppliers in suitable time if we have concluded a congruent hedging transaction, neither we nor our suppliers are at fault, or we are not obliged to procure in individual cases.
(3)   The occurrence of our default in delivery is determined by the statutory provisions. In any case, however, a reminder by the buyer is required. If we are in default of delivery, the buyer can demand lump-sum compensation for his damage caused by the default. The lump-sum compensation for damages is 0.5% of the net price (delivery value) for each full calendar week of default, but no more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer suffered no damage at all or only a significantly lower damage than the above lump-sum.
(4)   The rights of the buyer in accordance with Section 8 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to the impossibility or unreasonableness of the service and/or supplementary performance), remain unaffected.

Section 4 Delivery, transfer of risk, acceptance, default of acceptance
(1)   The delivery takes place ex warehouse, which is also the place of performance for the delivery and any supplementary performance. At the request and expense of the buyer, the goods will be sent to another destination (mail-order purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
(2)   The risk of accidental loss and accidental deterioration of the goods is transferred to the buyer at the latest when the goods are handed over. In the case of mail-order purchase, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of default is already transferred when the goods are delivered to the freight forwarder, the carrier or the person or institution otherwise responsible for conducting the shipment. If acceptance has been agreed, thisis decisive for the transfer of risk. Statutory provisions of the law on contracts for work and services apply accordingly to an agreed acceptance in all other respects. The handover or acceptance is the same if the buyer is in default of acceptance.
(3)   If the buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses ( costs).
The evidence of greater damage and our legal claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump-sum is to be offset against further monetary claims. The buyer is entitled to prove that we have suffered no damage at all or only a significantly lower damage than the above lump-sum.

Section 5 Prices and terms of payment
(1)   Unless otherwise agreed in individual cases, our current prices at the time the contract is concluded shall apply, ex warehouse plus statutory sales tax.
(2)   In the case of mail-order purchase (Section 4 clause 1), the buyer bears the transport costs ex warehouse and the costs of any transport insurance requested by the buyer. If we do not invoice the transport costs actually incurred in theindividual case, a lump-sum for transport costs (excluding transport insurance) shall be deemed to have been agreed.
The buyer bears any customs duties, fees, taxes and other public charges.
(3)   The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to conduct a delivery in wholeor in part only against advance payment. We declare a corresponding reservation at the latest with the order confirmation.
(4)   With the expiry of the above payment period, the buyer is in default. Interest is to be paid on the purchase price during the default at the applicable statutory default interest rate. We reserve the right to assert further damage caused bydefault. Our claim to the commercial maturity interest (Section 353 German Commercial Code) remains unaffected in relation to merchants.
(5)   The buyer is only entitled to set-off or retention rights as far as his claim has been legally established or is undisputed. In the event of defects in the delivery, the counter rights of the buyer remain unaffected, in particular in accordance withSection 7, clause 6, sentence 2 of these GTCS.
(6)   If, after conclusion of the contract, it becomes apparent (e.g. through an application for the opening of insolvency proceedings) that our claim to the purchase price is at risk due to the buyer's inability to pay, we are entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw authorized by the contract (Section 321 German Civil Code). In the case of contracts for the manufacture of non-fungible items(custom-made products), we can declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

Section 6 Retention of title
(1)   We reserve ownership of the goods sold until all our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.
(2)   The goods subject to retention of title may not be pledged to third parties or assigned as security before the secured claims have been paid in full. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. attachments).
(3)   In the event of adverse behaviour on the part of the buyer, in particular non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not include a declaration of withdrawal; on the contrary, we are entitled to only demand the return of the goods and to reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the buyer a reasonable deadline for payment or setting a deadline of this kind is unnecessary under the statutory provisions.
(4)   Until revoked, the buyer is authorized in accordance with (c) below to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions also apply.

(a)   The retention of title extends to the products created by processing, mixing or combining our goods at their full value, whereby we are considered the manufacturer. If third-party goods are processed, mixed or combined with third-partygoods, we acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.
(b)   The buyer hereby assigns to us as security the claims against third parties arising from the resale of the goods or product in total or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the buyer mentioned in clause 2 also apply with regard to the assigned claims.
(c)   The buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets his payment obligations towards us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with clause 3. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all the information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer's authority to further sell and process the goods subject to retention of title.
(d)   If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the request of the buyer.

Section 7 Claims for defects by the buyer
(1)   The statutory provisions shall apply to the rights of the buyer in the event of material defects and defects of title (including incorrect and short deliveries as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions for the final delivery of the unprocessed goods to a consumer remain unaffected, even if the latter has processed them further (supplier recourse in accordance with Sections 478 German Civil Code). Claims from supplier recourse are excluded if the defective goods have been further processed by the buyer or another entrepreneur, e.g. by installing them in another product.
(2)   Our liability for defects is primarily based on the agreement made on the quality of the goods. All product descriptions that are the subject of the individual contract or that have been made public by us (in particular in catalogues or on our Internet homepage) are deemed to be an agreement on the quality of the goods.

(3)   If the quality has not been agreed, it is to be assessed according to the statutory regulation whether there is a defect or not (Section 434 clause 1 sentence 2 and 3 German Civil Code). However, we assume no liability for public statements
by the manufacturer or other third parties (e.g. advertising statements).
(4)   The buyer's claims for defects presuppose that he has complied with his statutory inspection and notification obligations (Sections 377, 381 German Commercial Code). If a defect becomes apparent upon delivery, inspection or at any later
point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects that cannot be identified during the inspection must be reported in writing
within the same period of time after discovery. If the buyer fails to conduct the proper inspection and/or notification of defects, our liability for the defect that is not reported or not reported in a timely manner or not properly is excluded in
accordance with the statutory provisions.
(5)   If the delivered item is defective, we can initially choose whether to provide supplementary performance by eliminating the defect (repair) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary
performance under the statutory requirements remains unaffected.
(6)   We are entitled to make the supplementary performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a part of the purchase price that is reasonable in relation to the defect.
(7)   The buyer must give us the time and opportunity required for the supplementary performance owed, in particular to hand over the goods complained about for inspection purposes. In the case of a replacement delivery, the buyer must return
the defective item to us in accordance with the statutory provisions. The subsequent performance includes neither the removal of the defective item nor the reinstallation if we were not originally obliged to install it.
(8)   We shall bear or reimburse the expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labour and material costs as well as any dismantling and installation costs in accordance with the
statutory provisions if there is actually a defect. Otherwise, we can demand reimbursement from the buyer for the costs incurred from the unjustified request for rectification of defects (in particular inspection and transport costs), unless the lack
of defectiveness was not apparent to the buyer.
(9)   In urgent cases, e.g. if there is a risk to operational safety or to prevent disproportionate damages, the buyer has the right to remedy the defect himself and to demand compensation from us for the expenses objectively required for this. We
must be informed immediately, if possible beforehand, of such a self-performance. The right to act ourselves does not exist if we were entitled to refuse subsequent performance in accordance with the statutory provisions.
(10)   If the subsequent performance has failed or a reasonable period of time to be set by the buyer for the subsequent performance has expired without success or is unnecessary according to the statutory provisions, the buyer can withdraw
from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal.
(11)   Claims by the buyer for damages or reimbursement of wasted expenses exist only in accordance with Section 8, even in the case of defects, and are otherwise excluded.

Section 8 Other liability
(1)   Unless otherwise stated in these GTCS including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
(2)   We are liable for damages – for whatever legal reason – within the framework of culpable liability in the event of intent and gross negligence. In the case of simple negligence, we are liable subject to a milder standard of liability in accordance
with statutory provisions (e.g. for diligence in our own affairs) only
a)   for damages resulting from injury to life, limb or health,
b)   for damages resulting from the not inconsiderable breach of an essential contractual obligation (obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner
regularly relies on and may rely on); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(3)   The limitations of liability resulting from clause 2 also apply to breaches of duty by or in favour of persons whose fault we are responsible for according to statutory provisions. They do not apply if we have fraudulently concealed a defect or
have assumed a warranty for the quality of the goods and for claims by the buyer under the Product Liability Act.
(4)   Due to a breach of duty that does not consist of a defect, the buyer can only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to Sections 651, 649 German Civil
Code) is excluded. Otherwise, the statutory requirements and legal consequences apply.

Section 9 Limitation
(1)   Contrary to Section 438 clause 1 No. 3 German Civil Code, the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
(2)   However, if the goods are a construction or an item that has been used for a construction in accordance with its usual way of use and has caused its defectiveness (building material), the limitation period is 5 years from delivery in
accordance with the statutory provisions (Section 438 clause 1 No. 2 German Civil Code). Other special statutory regulations on the statute of limitations remain unaffected (in particular Section 438 clause 1 No. 1, clause 3, Sections 444, 445b
German Civil Code).
(3)   The above limitation periods of sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199
German Civil Code) would result in a shorter limitation period in individual cases to lead. Claims for damages by the buyer according to Section 8 clause 2 sentence 1 and sentence 2(a) as well as according to the Product Liability Act lapse
exclusively according to the statutory limitation periods.

Section 10 Choice of law and place of jurisdiction
(1)   The law of the Federal Republic of Germany applies to these GTCS and the contractual relationship between us and the buyer, to the exclusion of international uniform law, in particular the UN sales law.
(2)   If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or
indirectly from the contractual relationship is our place of business in Renchen (place of jurisdiction Offenburg). The same applies if the buyer is an entrepreneur within the meaning of Section 14 German Civil Code. In all cases, however, we are
also entitled to file suit at the place of performance of the delivery obligation in accordance with these AVB or a prior individual agreement or at the buyer's general place of jurisdiction. Overriding legal regulations, in particular regarding
exclusive responsibilities, remain unaffected.