§ 1 Scope of Application

(1) The following general terms and conditions apply to all deliveries and services of the BEKA Berger-Karin Förderanlagen und Stahlbau GmbH (hereinafter: BEKA). Supplies and services under these general terms and payment terms are the production and delivery to the client's requirements, the sale of products not by BEKA made or standard products, as well as planning services. They apply to all future business relations even if they are not expressly agreed again. Different conditions of the client not explicitly acknowledged by BEKA are not binding on the BEKA, even if BEKA does not explicitly object.

(2) All agreements between the BEKA and the client in connection with the goods and services of BEKA be taken are in the purchase or work contract. These conditions and the order confirmation of the BEKA are set out in writing. Verbal agreements do not exist.


§ 2 Offer and contract conclusion

(1) The offers, brochures and other specifications are subject to confirmation by BEKA and not binding, unless the BEKA explicitly called them authentic in written form.

(2) Dimensions, weights, illustrations, drawings and other documents are non-binding offers of the BEKA and remain property of BEKA and are only approximate, unless they have been expressly designated as binding by BEKA.


§ 3 Condition of payment

(1) If the agreed delivery time exceeds the period of four months from contract or the delivery is delayed more than four months from the contract for reasons that only the client has been to be blamed, or fall alone in its area of ​​risk, BEKA is entitled to charge the price on the date of delivery. If the price increase more than 5% of the agreed delivery or performance pay, the principal is entitled to rescind the contract. This right does not apply if the principal does not rescind the contract within a period of two weeks, beginning with the date of notification of the new exercise price.

(2) BEKA prices apply ex works, unless an agreement with the buyer has been made. Packaging costs are not included in the price.

(3) If the client does not agreed otherwise in writing, the purchase price has to be payed immediately upon receipt of the invoice without deduction.

(4) The client comes in default if the price agreed or agreed payments are not received within 30 days and the invoice or an equivalent payment is charged without warning by BEKA. By that day BEKA is entitled to charge interest on the outstanding amount at 8% above the base rate (§247 civile code). The evidence of a higher amount by BEKA reserved. BEKA is entitled to require the standard bank interest without delay on the arrears of the client if the client exceeded this payment term demand.

(5) Even if complaints or counterclaims be invoked, the client is entitled to offset only if the claims have been legally established, recognized by BEKA or are indisputable. To exercise a lien the customer is entitled only, if his claim is based on the same contract. If the client is not a consumer, he can only withhold if the counterclaim has been legally established, recognized by BEKA or are indisputable and based on the same contract. This restriction does not apply BEKA, if the part of the fee for a poor performance has already been obtained, which the value of the benefit is equal.


§ 4 Delivery and service time

(1) Delivery dates or deadlines, which have not been expressly agreed as binding, are exclusively binding. If inputs of the client are required for the provision of services by BEKA, agreed binding deadlines begin only from the date on which the inputs of the client have been completed. Binding agreed delivery dates are postponed for the period between contract and complete fulfillment of the inputs of the client. BEKA is not bound to provide partial benefits before full compliance with the inputs of the athority for the overall performance required.

(2) The agreed delivery deadline is met if the goods leave BEKA's factory until the deadline expire or BEKA has shown the readiness for delivery. If acceptance has been agreed prior to delivery, the compliance of acceptability by BEKA are significantly.

(3) If BEKA is unable to meet an agreed deadline or is in delay otherwise, the client has to grant BEKA a reasonable grace period - starting from the date of receipt of the written in-default setting by BEKA or in the case the deadline is determined by the calendar from the end of this period has to be granted. After this grace period has expired with no result the client is entitled to withdraw from the contract. This does not apply if the excess of the agreed period or the delay is due to the fact that BEKA was not supplied properly or on time. The supplier shall provide notification of any delays that become apparent as soon as possible.

(4) BEKA is liable according to the legal regulations, subject to the following limitations: if the contract is in regard to short selling, or the client is entitled to discontinue his/her interest in the fulfillment of the contract due to the consequences of a delivery delay for which BEKA is responsible.

(5) BEKA shall also be liable for a delay of delivery according to the regulations if it can be put down to a grossly negligent or intentional breach of contract, while a fault of BEKA representatives or accomplices must be assigned to us. If the delivery delay for which BEKA is responsible concerns a non-accidental breach of an essential contractual duty, BEKA is liable according to the legal regulations; in this case, the liability compensation is limited to the foreseeable, typically occurring damage.Any further claims for damages for delayed delivery are excluded.

(6) The other claims and rights of the client due to a delay in delivery of BEKA remain unaffected.

(7) BEKA is entitled entitled to part deliveries and part services at all times insofar as this is deemed reasonable for the buyer.


§ 5 Liability for material defects

(1) The customer has to investigate apparent defects of the goods on delivery for completeness, damage, consistency and quality. Obvious defects are subject to complain in writing to BEKA within three weeks of delivery of the contracts subject. If there are conditions of purchase or trade of the work and materials between merchants, §377 commercial code applies.

(2) BEKA is not obliged for warrenty, if the customer has not relied upon defects in time in writing or, in the case of a trade sale, the customer did not fulfilled his complaint and notification requirements in time according to §377 commercial code. As far as BEKA is responsible for the defect in the goods and the client has reprimanded in writing and within time, BEKA - first to the exclusion of the rights to withdraw from the contract or to reduce the agreed remuneration - is commited to rectify the faults, unless that BEKA is justified for the refusal of remedy due to the legal system. The client has to grant BEKA a reasonable time limit for each deficiency.

(3) If the client is not a consumer, then the remedy can be done by removing the defect or delivery of new goods by BEKA. During the performance of the remedy the reduction of the purchase price or rescission of the contract by the client is excluded. A repair in the second unsuccessful attempt is seen as failed. If the supplementary performance has failed or BEKA refused the remedy, the client may demand a reduction of the purchase price (abatement) or withdraw from the contract.

(4) Claims for damages due to defects can only be made by the buyer under the following conditions once the supplementary performance has failed or BEKA refused the subsequent performance. The right of the buyer to make further claims for damages under the following conditions remains unaffected.

(5) BEKA is unrestrictedly liable prejudice to the provisions of §4 section 2 to 6 for all health or bodily damages resulting from deliberate or gross negligence in fulfilling an obligation on the part of BEKA or his/her legal representatives or vicarious agents, as well as for any damages falling under the product liability act, and for all other damages resulting from deliberate or gross negligence or fraudulent intent on the part of the seller or his/her legal representatives or vicarious agents. If BEKA in the case of a contract for the sale has submitted a warranty in regard to the properties or service life of the goods or their components, the seller is also liable within the frame of this guarantee. However, BEKA shall only be liable for damages arising from the lack of the guaranteed quality or durability, but being not directly related to the goods, if the risk of such damages is apparently covered by the guarantee on the goods' quality and durability.

(6) BEKA is also liable for damages resulting from simple negligence if this represents an infringement of an essential contractual duty or cardinal obligation. The seller is only liable however if the damages can be linked with the contract in a typical manner and are foreseeable. In the event of infringements of non-substantial secondary obligations caused by slight negligence, BEKA shall not be liable. The aforementioned limitation of liability in sentences 1 to 3 shall apply also for mployees, representatives, and agents.

(7) A more extensive liability is excluded without consideration of the legal nature of the claim lodged. In any case that the liability of BEKA is excluded or limited, this exclusion or limitation applies equally to BEKA's employees, collaborators, shareholders, representatives and auxiliary persons.


§ 6 Reservation of proprietary rights

(1) BEKA provides the proprietary rights to the goods until the full payment of all claims of a current business relationship. Retention of title shall also extend to claims that BEKA acquires retrospectively against the customer in connection with items delivered hereunder.

(2) The customer may resell delivered goods within the framework of his or her proper business procedures. The client is authorized to resell the purchased goods in the ordinary course of business; but even now, he assigns to us all claims in the amount of the final amount of the invoice (including sales tax), which he is entitled to from resale against his customers or third parties, and this independent of the fact whether the purchased goods were resold without or after processing. The contractor is entitled of collecting the depts also after the assignment of claim. BEKA's authority of collecting the receivables ourselves remains untouched by this. BEKA commits itself not to make any claims as long as the client delivers his due payments from agreed upon proceeds. BEKA can demand that the customer make known the ceded claims and debtors, provide the information necessary for collection, hand over related documents and give notice of cession of claims to the debtors.

(3) The processing or transforming of the goods by the customer shall always be done for BEKA. If the delivery item is mixed with other items that do not belong to BEKA in a manner that they can no longer be separated, then BEKA acquire a co-ownership on the new creation in relation to the value of the purchased item to the other mixed items at time the mixing occurred. As for the rest, the same shall apply to the item arising due to processing as to the object of sale delivered under reserve.

(4) If the delivery item is mixed with other items that do not belong to BEKA in a manner that they can no longer be separated, then BEKA acquire a co-ownership on the new creation in relation to the value of the purchased item to the other mixed items at time the mixing occurred. If the mixing occurs in such a way that the suppliers item can be considered as the main item, it is agreed that the Supplier shall transfer co-ownership to us on a pro-rata basis; the Supplier shall hold the sole property or the co-property in safe custody for BEKA.

(5) By doing so, the buyer assigns to the supplier all claims he has from the sale of the goods.

(6) BEKA shall release our securities upon request by the customer if the value exceeds the outstanding claims to be secured by over 20 %.

(7) The buyer must notify BEKA without delay of all interventions by third parties, especially foreclosure measures as well as any other encroachments upon the seller's property. The customer is also responsible to compensate every damage and charge caused by the breach of the aforesaid duty as well as the defence against accesses of a third person.

(8) In the event that the sureties provided to BEKA by the contractual partner exceed our claims against him by more than 20%, we are obliged to release the excess sureties upon the request of the contractual partner in any way he chooses. The costs for transport are to be borne by the buyer. BEKA shall be entitled to the goods' utilisation or sale in the wake of their redemption. The proceeds from such exploitation deducting reasonable related costs shall be credited against the ordering party's liabilities.


§ 7 Passing of risk

(1) The risk of damage, loss, or destruction of the goods is transferred to the client regardless of the terms and conditions agreed for the delivery.

(2) If the goods are ready for delivery, but dispatch or pick-up is delayed due to causes that BEKA do not recognise, the passing of risk commences with the notification of readiness for dispatch.


§ 8 Copyright

(1) In case of panning services by BEKA, BEKA retains the copyright of the documents BEKA passes over to the client.

(2) IF the contract is terminated prematurely for reasons attributable to BEKA, the customer has the right to use the documents even without the participation of BEKA for the purpose of the contract and make changes.


§ 9 Place of performance and jurisdiction

The exclusive place of performance and court of jurisdiction shall be the seat of BEKA for both parties..


§ 10 Limitation

Statutory claims of the partie under this agreement hall expire within 12 month of maturity, warranty claims within 12 month after delivery of the goods to the client.


§ 11 Final provisions, applicable law

(1) The relationships between the contractual parties are dictated exclusively according to the applicable laws in Germany. The application of uniform laws regarding the international sale of goods and the conclusion of international purchase contracts regarding the sale of goods shall be excluded.

(2) The purchaser is not entitled to assign his rights under the contract to a third party without the consent of BEKA.

(3) If any provisions of these general terms and conditions are or become invalid or unenforceable, this will not effect the validity of the other provisions, unless the elimination of individual provisions discriminates either contract party, to such an unacceptable extent that the adherence to the contract becomes unacceptable.

(4) Changes in the existing contract between the parties must be confirmed in writing by BEKA. This also applies to the lifting of the eriting requirement.