General Terms and Conditions of LCTech GmbH

General Terms and Conditions

1. General

1.1. Conflicting Terms, Written Form, Ancillary Agreements, Contract Language The general terms and conditions of business apply for this and future contracts with the client; terms set forth by the client do not become a part of the contract, even if we have not expressly repudiated them. Ancillary agreements, deviations or supplements before and during contract conclusion, if made verbally, can only be made binding by the directors, otherwise these can only be invoked by the client if the changes were confirmed in writing. Contract language is German or English.

1.2. Proposals, Reservation of Right to Modifications Our proposals are non-binding. We reserve the right to technical improvements to our products.

1.3. Data Collection We can save and process the data important to completion of the contract on our data processing systems.

1.4. Offset, retention offset and retention by the client are not permitted unless in the case of undisputed or legally enforceable counterclaims.

1.5. Jurisdiction, Applicable Law The place of jurisdiction is our subsidiary in Obertaufkirchen (Traunstein municipal court; Traunstein district court). How-ever, we are entitled to hold the client liable at the court applicable for the client. German law is applicable excluding the United Nations Convention on the International Sale of Goods (CISG).

2. Deliveries, Risk, Delivery Costs

2.1. Place of performance is our plant in Obertaufkirchen. Risk is transferred to the client when the delivered goods leave our plant in the event that we undertake additional services, e.g. delivery, transportation, export or assembly.

2.2. The client bears the cost of transportation, packaging and insurance.

3. Delivery Times, Delays, Damages from Delays

3.1. Delivery times are ex works. Periods of delivery begin only when technical questions remaining open at contract conclusion have been clarified, documents such as drawings and approvals to be obtained by the client have been received and/or after any required deposits and product releases have been effected. Periods of delivery times are considered to have been adhered to if delivery readiness was communicated before expiration of such period of delivery.

3.2. Force majeure, such as strikes, lock-outs, shut-downs, shortages not caused by us, and/or delayed/failed deliveries by pre-suppliers shall extend the periods of delivery by the amount of time lost due to such events. Should these events make delivery impossible, we are released from our commitment to deliver. This also applies in the event of services added or altered at the client's request.

3.3. A reminder from the client providing an appropriate grace period forms a prerequisite for our default in delivery in any case.

3.4. We are liable for consequences of default only in the event of wilful intent or gross negligence. In the event of gross negligence, liability is limited to foreseeable damages which are typical of the contract. This limitation is no longer valid in the event that we are held liable for loss of life, bodily injury or damage to health. The client is to inform us immediately of expected damages from default. Further client claims are excluded, even after expiration of a remedy period set by the client. A change of the burden of proof to the disadvantage of the client is unrelated to the abovementioned guidelines.

4. Prices, Terms of Payment, Securities

4.1. Our prices are ex works. In addition, we charge value-added tax at the rate applicable at the time of delivery. If more than 4 months have elapsed between conclusion and delivery, we may, at our sole discretion, request an appropriate price increase to offset our cost increases through the time of delivery.

4.2. Invoices – subject to a special written agreement – are payable in full immediately upon receipt. Unless we agree to payment periods different from those set forth in Article 1, our invoices are payable by the date indicated in full, net, with no deductions in EURO (EUR) and payable to our account in the Federal Republic of Germany. Receipt of payment is relevant. We accept bills of exchange and checks as conditional payment only at client's expense.

4.3. For first-time clients, we require prepayment. In case of default in payment and/or reasonable doubt in the creditworthiness of the client, we can make each individual delivery dependent upon prepayment or a security to the amount of the invoice.

4.4. For agreed-upon return of goods, the client will be charged an inspection/handling fee to the amount of 15 % of the invoice amount (minimum 100 EUR) as long as no defects according to clause 7 are determined following the inspection.

4.5. Client claims against us from credit memos may, if applicable, also be netted against our open receivables before their due date. The client may only offset those claims which are undisputed or determined legally enforceable.

4.6. In the event of default in payment, we charge interest in arrears equivalent to the statutory amount - in each case, subject to further claims for damages.

5. Retention of Title, Assignment in Advance

5.1. We reserve our title to the delivered goods until their complete and unqualified payment. In the event that we have additional receivables from the client, retention of title remains in force until payment of same.

5.2. The client may resell retained goods in their ordinary course of business only if the client has not transferred, assigned or in any way encumbered their claims from the resale to a third party.

5.3. The client may not use the retained goods or combine them with other objects upon which third party rights exist. In the event that retained goods nevertheless become a part of a new (combined) item through combination with other objects, we become owners of a proportionate share of this item, even if it is to be viewed as the principal object. Our share of ownership is according to the ratio of the legal value of the retained goods to the value of the new item at the time of the combination.

5.4. As a security, the client assigns claims against their client arising from the sale of the retained goods (clause 5.1) and/or newly created items (clause 5.3) to the amount of our invoice for the retained goods in advance as security. We accept this assignment. As long as the client does not default in payment of the retained goods, the client may collect the assigned receivables in the ordinary course of business. The client may, however, only use the share of revenue for payment to us for the retained goods.

5.5. At the client’s request, we will release securities of our choice if the face value of the securities exceeds 120 % of the face value of our open receivables due from the client.

5.6. In the event of default, we have the right to withdraw from the contract, to demand the return of remaining retained goods and to collect the assigned receivables ourselves. For the ascertainment of our rights, we can have all client documents / books relating to our retained rights reviewed by a person bound by an oath of professional secrecy

6. Commissioning/Repair/Maintenance

6.1. Costs associated with commissioning, repair and maintenance or other services provided will be invoiced as incurred. Support in development of methods can not be inferred from the foregoing.

6.2. The client is to include the following items for work completed in its laboratory in a cost absorption calculation: Lighting, power, compressed air, if necessary, welding current and heating including all necessary connections; electrical installations to connect the machinery provided by us; the necessary fixtures (such as hoisting gears); secure room for storage of materials, tools and clothing for the duration of the commissioning; employees to move or transport the machinery according to instructions.

7. Defect and Compensation Claims

7.1. This contract holds us liable for the condition of the delivered goods as free of defects at the passage of risk. The condition according to the contract, shelf-life and use of our delivered goods are based exclusively on the specification, product description and/or operating instructions stipulated in writing. Additional information especially in preliminary discussions, promotional material and or industrial standards taken into account shall only become an element of this contract if included expressly in writing. Compliance with regulations related to technical safety and occupational medicine is dependent upon the site of installation and conditions of the installation which are unknown to us. Compliance measures are therefore within the user’s realm of responsibility.

7.2. If the client wishes to use the delivered goods for purposes other than the ordinary or those contractually agreed upon, the client accepts sole responsibility for review of the suitability for this use and/or the permissibility of such usage. We assume no liability for usage not confirmed by us expressly and in writing which does not correspond to the ordinary or contractually agreed upon usage. In the case of client material or design regulations, we are not liable for the qualifications or permissibility of the desired materials or designs and have no special obligation to review.

7.3. Our liability for damages is basically limited to subsequent performance. Subsequent performance shall comprise, at our discretion, elimination of the defect or delivery of goods free from defects. Further defect claims exist only in the event of rejection, impossibility or failure of the subsequent performance. The sub-sequent performance is considered failed if the second attempt at elimination of the defect or the substitute delivery is unsuccessful. Additional expenses related to the subsequent performance arising from the fact that the purchased item must be delivered to a site other than the site of installation are to be borne by the client.

7.4. The client is to carefully inspect the delivered goods promptly following receipt – also with regard to product safety – and to reprehend in writing in the event of obvious defects, or, in the event of hidden defects, reprehend in writing immediately upon detection. Damages from transport are to be reported to the carrier immediately. Noncompliance with the obligation of inspection and reprehension will result in the exclusion of client's defect claims.

7.5. We are not liable for the results of improper treatment, use, maintenance and operation of the delivered goods by the client or their agents as well as the consequences of normal wear and tear, especially of wear parts such as, e.g. membranes, seals, valves, gates, capacitors, oil and breakage of glass and ceramic parts. Further, we are not liable with regard to consequences of chemical, electrochemical or electrical influences, or in the event of violation of or noncompliance with the operating instructions.

7.6. If the client uses the delivered goods for work with substances which are harmful to the environment, poisonous, radioactive or otherwise hazardous, the goods must be cleaned before being returned to us. If contaminated goods are returned to us, we have the right to invoice the client for cleaning and disposal of the pollutants.

7.7. Defect claims against us lapse one year following delivery of the goods to the client. This is also valid with regard to claims from breach of secondary obligations and/or claims for compensation of property damages or economic losses not occurring directly to the delivered goods, unless we are fully liable in accordance with Clause 8.1. Line 1.

7.8. The abovementioned guidelines do not imply a change of the burden of proof to the disadvantage of the client.

8. Limitation of Liability

8.1. In cases of loss of life, bodily injury or damage to health and in accordance with the German Product Liability Act, and if this company, our vicarious agents or representatives intentionally breach a contractual obligation, we are fully liable according to the legal provisions. In other cases, our liability is limited to foreseeable damages which are typical of the contract.

8.2. If we, our vicarious agents or representatives are only guilty of simple negligence, we are only liable as the deliverer for foreseeable damages in the event of breach of fundamental contractual obligations which are typical of the contract.

8.3. Liability for damages to the client’s legal goods by the delivered object, e.g. damages to other objects, is, however, entirely excluded. This is not valid if wilful intent or gross negligence is involved or if liability exists for loss of life, bodily injury or damage to health, or if we have accepted special initial duties with regard to this in writing.

8.4. A change of the burden of proof to the disadvantage of the client is unrelated to the above mentioned guidelines.

9. Spare Parts

Our obligation to stock/deliver spare parts is limited to the 5 years following delivery. If spare parts are not produced by us or if they are no longer available on the market, e.g. electronic components, or if the source material for manufacturing the parts is no longer available, our obligation to provide spare parts expires. Spare parts are offered according our respective list prices.

10. Disposal at the End of Service Life

The client bears the expenses for disposal. If a disposal method is prescribed for the machinery delivered by us at the end of their service life according to statutory regulations, e.g. ElektroG [German law governing electric and electronic appliances] (WEEE, RoHS guidelines), the client is responsible for the appropriate measures and bears their costs. If we are obligated to accept returns, the client will bear the cost for disposal directly or reimburse us for those expenses. If necessary, we can make the return dependent upon a prior cost refund or security.

11. Industrial Property Rights, Confidentiality

11.1. We retain the ownership and all industrial property rights and copyrights for molds, tools or other fixtures, samples, depictions, as well as commercial and technical documents produced or provided by us, even if the client has paid for these in part or in full. The client may only use the molds, etc. in the manner agreed upon with us. The client may not produce the delivered goods themselves, nor allow the goods to be produced without our written consent.

11.2. If we supply goods made from designs or other specifications (models, samples, and similar) stipulated by the client, it shall assume liability in the event that their manufacture and supply violate third party industrial property rights or other rights of third parties. The client must compensate us for all damages resulting from such legal violations.

11.3. The client shall keep confidential all information received from us as a result of the business condition and which is not public knowledge.

As of: April 2017

General Terms and Conditions of Purchase

I. Contract conclusion

1. Exclusively the following terms and conditions of purchase apply to purchase orders placed by LCTech GmbH (referred to below as the client). They shall also apply to future transactions involving the contractor (referred to below as the contractor). Terms and conditions of delivery of the contractor shall only apply if they have been expressly confirmed in writing by the client. Undertaking the purchase order signifies recognition of these terms and conditions of purchase.

2. Purchase orders placed by the client are only binding if they are made in written or text form by the purchasing department placing the order. Modifications or supplements can only be declared by the ordering purchasing department or the board of management. Materials deviating from the purchase order text, drawings or bills of material of the client are only allowed to be used if this has been approved in writing by the client.

3. The contractor shall confirm to the client its acceptance of the purchase order within 14 days. If the contractor does not confirm within this period, the client shall no longer be bound to honour the purchase order.

4. The contractor shall treat the conclusion of the contract as a confidential matter. It is only allowed to use the client as a reference for third parties if the client grants permission to do so.

5. Invoices, delivery notes, dispatch notes and test certificates shall bear the purchase order number, item number and parts number of the client. The client is authorised to reject invoices that do not contain this information.

6. As a component of the delivery involving machines as defined by the EU Machinery Directive (89/392/EEC), the corresponding declaration of conformity or declaration by the manufacturer shall be supplied as well without being called for, otherwise the delivery shall be regarded as incomplete. This applies accordingly to the delivery of products for which further EU guidelines may apply in future.

II. Prices

The agreed prices are fixed prices and are regarded as free point of use including packaging and freight costs – plus VAT at the particular valid rate. If an "ex-works" or "ex-warehouse" price is agreed, the client shall only pay the least expensive freight costs. All costs arising up to the point of handover to the shipping company, including loading and cartage, are the responsibility of the contractor. The nature of the pricing does not affect the agreement regarding the place of fulfilment.

III. Proofs of origin

1. Proofs of origin requested by the client (e.g. supplier declarations) shall be provided by the contractor with all necessary information, made available without delay, and correctly signed.

2. In the event that goods from a third country are supplied, the contractor is obliged to indicate this on the delivery papers. If no notification is given, the client shall assume that the supplier's declaration in its possession is valid.

IV. Deadlines

1. If the contractor realises that the agreed deadlines cannot be met for any reason, it shall immediately notify the client of this verbally and in writing.

2. In the event of a delay by the contractor, the client shall be entitled to have the delivery/activity that the contractor has failed to provide carried out by a third party at the contractor's expense, after having set a reasonable subsequent deadline for the contractor which the latter also fails to meet.

3. All costs arising from delayed deliveries or activities shall be refunded by the contractor.

4. Contractual penalties – in the event that orders from clients of the client are subject to a contractual penalty, the penalty shall be passed on to the contractor in the event of delayed delivery. The contractor shall be notified of this in the purchase order

V. Warranty

1. The delivery shall fulfil the application purpose in terms of quality, as well as complying with the relevant provisions of the authorities and professional associations. The contractor confirms that only precisely checked goods shall be delivered. The contractor shall carry out quality control appropriate in terms of type and extent, and in line with the state of the art.

2. Unless agreed otherwise, the warranty period shall be 24 months from the date on which the client's product in which the contractor's delivery is integrated is taken into operation at the ended user, however not more than 36 months. The warranty period shall be extended to take account of downtimes of the product arising due to subsequent improvements carried out by the contractor. Parts repaired or renewed in the course of the subsequent improvement shall be subject to a warranty period of 12 months; however, this period shall extend at least until the expiry of the warranty period stated in sentence 1.

3. All engines, devices and machines shall be configured for continuous operation (24 hours a day). The contractor shall permanently orientate the configuration and quality of its products to be delivered to the client on the state of the art, and notify the client of possible improvements as well as technical modifications.

4. The client carries out a goods receipt check with regard to obvious defects (damage to the transport packaging, etc.). Complaints shall be submitted about concealed defects as soon as they come to light based on the conditions of due and proper business procedures. The contractor waives the objection of delayed complaint for all defects which are complained about within fourteen days of discovery. In the event of complaints, payment shall be rendered less 2.5 times the amount that is required for the subsequent improvements. Agreed discounts shall be unaffected by this.

5. Defects in the delivery that are complained about during the warranty period, including failure to provide assured properties, shall be corrected by the contractor without delay upon being requested to do so, free of charge – including expenses. If this is not possible or if it is unreasonable to expect the client to accept the reworked parts, the contractor shall replace the defective parts by parts in perfect condition, free of charge. If the contractor has delivered the ordered item directly to the client's end user, the defect shall be rectified at the end user.

6. In urgent cases, or if the contractor does not discharge its warranty obligation in a timely manner, the client shall be entitled to carry out the required measures at the contractor's expense, irrespective of the contractor's warranty obligations. The contractor shall be notified before the measures are carried out, except in urgent cases.

7. If a subsequent improvement is not possible or unreasonable, the right to withdrawal or reduction shall apply notwithstanding.

8. In any event, the entitlement to warranty shall expire one year after the complaint was submitted in a timely fashion, however not before expiry of the warranty obligation.

9. The contractor shall take out adequate product liability insurance.

10. The contractor shall ensure a provision of spare parts for at least 5 years after phase out of the particular series. The production equipment required for spare parts production shall also be kept during this period. The storage obligation expires at the end of this period, with the written approval of the client. Approval may only be refused for an important reason. The client shall be granted right of first refusal to buy the production equipment and documents.

VI. Drawings and other documents

1. In the event that the order is placed according to DIN or other specifications, the latest edition of the underlying standard/specification valid on the date of the purchase order always applies.

2. The client's approval of the drawings, calculations and other technical documents does not affect the sole responsibility of the contract with regard to its delivery. Unless the contractor submits a written objection, the same also applies to proposals and recommendations by the client, as well as to modifications discussed between the contractor and client.

3. The drawings and/or production documents handed over to the contractor are entrusted to it as the client's property, exclusively for carrying out the orders; the client reserves the copyrights. The documents shall be returned upon completion of the work. The contractor is not entitled to use the same directly or indirectly as document for deliveries to third parties. Communicating the production documents to third parties as originals or by copying shall only be allowed as far as required in order to undertake the contract.

4. All implementation documents, fixtures, tools, models, etc. that are made available to the contractor remain the client's property and are only allowed to be used for the contractually agreed purposes. In case of damage or loss of the tools, dies and fixtures, etc. that are provided, liability shall reside with the contractor.

5. The client reserves all rights to the drawings produced according to its information, and to processes it has developed.

6. Drawings and bills of material shall be sent back to the client with the delivery. Otherwise, a portion of the invoice amount shall be retained corresponding to twice the value of the drawings and bills of material until they have been returned to the client.

7. Works certificates/datasheets – if works certificates or datasheets are required in the purchase orders, these form part of the purchase order. Goods for which the required documentation is not provided are of no value to the client, as a result of which due performance has not been rendered. In this case, the provisions of IV/3 shall apply.

8. Subcontracting to third parties – the contractor is not entitled to pass on the placed order in whole or in part to a another company without the written agreement of the client. If the contractor does subcontract work to third parties nevertheless without the written approval of the client, the client shall be entitled to withdraw from this contract following a prior warning.

9. With regard to purchase orders for pumps, units, electrical or electronic components, the product documentation (operating instructions, data sheets and, if applicable, declaration of conformity or installation declaration for incomplete machines, type test certificate) shall be sent to the following e-mail address as an openly accessible PDF in all available languages at the latest on delivery: info@LCTech.de. If the documentation has to be translated into an unavailable official language, an editable file (Word or FrameMaker) shall be provided.

VII. Contractual penalty

If client-provided production documents are utilised by the contractor or its subcontractors without authorisation, the contractor shall pay a contractual penalty amounting to the purchase price of the objects manufactured according to the documents, notwithstanding the application of higher claims for indemnification in damages. The contractor shall pass on the aforementioned obligation in the same form when placing orders with subcontractors.

VIII. Hazardous substances

In the event that the delivery contains hazardous substances, the DIN/EN safety datasheets shall be supplied as well.

IV. Delivery and shipping regulations

1. The specified delivery and shipping regulations shall be complied with.

2. Approval of the client is required when concluding a transport insurance policy.

3. Each shipment or delivery shall be accompanied by a delivery note stating the precise purchase order data, dimensions, gross and net weights.

4. When shipments are made on behalf of the client to another delivery address, notification of dispatch shall be sent to the client.

5. The contractor shall comply with the currently valid version of the packaging regulations. Return delivery shall be carried out at the cost and risk of the contractor.

6. Goods receipt at the client may reject non-recyclable transport packaging at the contractor's expense (see packaging regulations dated 6 December 1991).

7. If the goods are sent on europallets or other exchangeable loading equipment, the haulier shall be obliged to accept loading equipment in exchange.

8. The client reserves the right to recognise surplus deliveries, short deliveries are not allowed.

9. Business hours: Monday to Friday from 8 AM to 12 PM and from 1 PM to 4 PM.

10. It is not permitted for goods deliveries to be left outside the company premises or for deliveries not to be received by an authorised agent of the client. Visits shall be arranged in advance by telephone.

X. Payment

1. Payment shall take place at the client's option within 14 days of receipt of the correctly presented invoice, at 2% discount, or within 30 days net, unless other arrangements have been made. Payments do not indicate acknowledgement of correct delivery.

2. The client is entitled to offset all its receivables from the contractor against the receivables to which the contractor is entitled from the client, and also to assert the statutory right of retention. The contractor is not entitled to assign receivables from the contractual relationship to third parties without the prior approval of the client.

XI. Confidentiality and data protection

The contractor is obliged to treat in the strictest of confidence all technical and commercial documents that it is provided with, as well as other information, and to oblige its subcontractors accordingly. The confidentiality obligation also applies after the end of the corporation. The contractor declares its agreement, which may be withdrawn, that order-related data will be processed and stored subject to compliance with statutory regulations

XI. Third-party industrial rights

The contractor declares that the objects and development processes on which the purchase contract is based are not encumbered by the industrial rights of third parties in Germany or abroad. The contractor shall be liable for ensuring that the industrial rights of third parties are not infringed during the implementation of the order and through delivery and use of the delivered item, in particular to the extent that such rights relate to patents, registered or protected designs, copyrights or competition regulations. The contractor is obliged to release the client and its customers from all claims by third parties associated with this.

XII. Place of fulfilment, court of jurisdiction, applicable law

1. The place of fulfilment for all deliveries and activities is the place of use; for payments, it is the headquarters of the client.

2. The court of jurisdiction is the court with general responsibility for the headquarters of the client. However, the client may also bring actions against the contractor at the latter's general place of jurisdiction.

3. German law applies to the relationships between the contractual parties, with the exclusion of the United Nations Convention on the International Sale of Goods (CISG).

Status: February 2017

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General Terms and Conditions

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