General Terms and Conditions

I. General
MARX's delivery and conditions of payment are each valid in their latest edition for all current and future contracts for the domestic and foreign purchasers as long as MARX has not recognized explicit and written deviations. Additional agreements and subsequent changes are only obligatory for MARX upon a written confirmation from MARX. The acceptance of MARX's deliveries and services apply as an acknowledgement of MARX's delivery and payment conditions. An opposition confirmation on behalf of the purchaser with indication of his/her business or purchase conditions is explicitly contradicted with this document. MARX are authorized to process purchaser data related to the business connections with the purchaser in terms of Federal Data Protection Act.

II. Offers, Terminations and Returns
MARX's offers are always non-binding as long as MARX does not explicitly declare otherwise. The delivery contract is first effective with MARX's written contract confirmation or, if such a contract was not initially delivered with the invoice, with the completion of the delivery or service. The return of good of any type without a previous agreement will not be accepted. Designs, illustrations, weights, measures or other service data are only binding if this is explicitly agreed upon in writing.

III. Prices
All prices exclude sales tax (VAT). The VAT valid at the time of the delivery will be placed separately in the invoice. Numerous prices are factory prices and do not include shipping and handling and guaranteed value. The packaging is calculated at the net cost price. It is done as carefully as possible. MARX is not liable for possible breakage and damages which occur during transport unless the packing is deficient. Various authorized rebates are omitted in the case of judicial or out of court composition procedures, bankruptcy, or delayed payment and in the case of judicial exactions. The same rights begin on 31st day after maturity of an invoice. All prices are in EURO such that any kind of currency loss is excluded upon receiving the payment

IV. Terms of Delivery
It is MARX's goal to meet the specified delivery dates and deadlines. Due to a lack of an explicit guarantee, MARX can only provide the purchaser with the approximate point in time of delivery.
Should written delivery dates and deadlines be agreed upon in written form, they are only valid if all commercial and technical details are conclusively determined at the point in time of the written consent. The deadline is considered as having been met if by its passing, the object in question has left the plant or the shipping stand-by has been communicated. For delivery and service delays caused by "force majeur" or based on events that make a delivery on behalf of MARX fundamentally complicated or impossible, MARX shall not be held responsible, even for binding agreed upon dates and deadlines. You authorize MARX to postpone the delivery or service for the duration of the encumbrance plus a corresponding start-up time or to withdraw partially or completely from the contract due to the portion not yet fulfilled.
If the encumbrance is longer than three months, the purchaser is authorized after a corresponding setting of extra time to withdraw from the contract in terms of the portion not yet fulfilled. If the delivery time is extended or if MARX is freed of its obligation, the purchaser has no rights for demanding compensation. MARX can only refer to the stated circumstances if MARX informs the purchaser immediately.
MARX is not generally obligated to meet the delivery deadlines should the purchaser not fulfill his/her side of the contractual obligations in a timely manner. Should the purchaser not hold his/her end of the bargain, the delivery time is extended to an appropriate deadline.
In as much as MARX is at fault for the non-compliance of the obligatory authorized dates and deadlines or should MARX be late on a delivery, the purchaser can claim a delay compensation of ½% for every completed week of the delay, however, only to a total of 5% of the invoice value of the deliveries and services that are delayed. Additional demands are excluded unless the delay is due to gross negligence on behalf of MARX.

V. Conditions of Payment
Numerous payments are to have been made in cash to MARX's paying office without any form of deduction within 30 days after the invoice date or within 10 days with 2% discount. For invoices under a goods value of 250 EURO, no discount shall be granted. Invoices for installation works are due immediately and without any deduction. The reported shipping readiness is equivalent to the delivery.
Bills of exchange and checks are only accepted for fulfillment, bills of exchange only after a previous agreement and according to the prerequisite of their discountability. Discount charges are to be calculated from the due date of the invoice amount. A guarantee for the correct submittal of a bill of exchange and the inquiry of a protest of a bill of exchange is not granted.
In the case of payment not conducted on time, MARX can:

• state that interest amounting to 5% above the respective basis interest rate of the European Central Bank which is to be calculated 30 days after the due date and the admission of an invoice or an equivalent payment request; the assertion of a continuing defect as well as the rights granted by § 326 of the German Civil Code remain valid unless the purchaser can prove that a defect is not originated or is fundamentally lower than the all-inclusive amount;
• immediately claim all demands from this business or other businesses, even if they are not yet due, from the purchaser
• can withhold its deliveries or other services from this order or other orders until complete compliance with numerous open demands from this order or other orders are met by the purchaser;
• demand commensurable securities
• demand the return of goods delivered by MARX from the purchaser.
  The enforcement of rights of retention or summations and the registering of a plea of the incomplete and deficiently completed contract vis-à-vis MARX's demands is precluded. The purchaser is, in as much, exempt from the separate exercising of his/her rights.

VI. Shipping and Transfer of Perils
The shipping is conducted ex factory as long as not particular deviating agreement has been made. The selection of the forwarding route and means of conveyance is made by MARX according to the obligatory discretion without liability for the cheapest and quickest freight and timely arrival for lack of special instruction on behalf of the purchaser. The risk is assumed by the purchaser if the delivery departs from MARX's plant or the purchaser has been informed in advance of the readiness to ship. The shipping is conducted in all cases at the risk and cost of the purchaser. MARX is not obligated to finalize an insurance plan against damages of any type. In as much as MARX holds an insurance for necessary according to MARX's obligatory discretion or should it be requested by the purchaser, the purchaser bears the costs.

VII: Outer Packaging and Sale Packaging
According to the currently effective packaging decree from June 12th, 1991, manufacturers and expellers of goods are - due to § 1 of the previously mentioned decree - required

• to avoid packages, if possible.

For the delivery of the materials listed in the attached order, MARX is required

• to forgo transport packaging in as much as this is possible without increasing the danger of transport damages
• to reduce the amount of the essential transport, outer packing and sales packaging to an absolute minimum and thus – when possible – use recyclable, rented or exchange packaging such as, for example,
  • Euro flat plates
  • Deutsche Bahn train containers, Collico, barred box plates
  • distributor produced recyclable packing systems, which can be returned free of cost.

MARX is at least obligated to use packaging materials and filler that is environmentally friendly and does not hinder the material evaluation.

VIII. Title Retention
Until all of the demands are met (including numerous account balances from open accounts) which appertain to MARX from every legal viewpoint against the purchaser now or in the future, MARX is ensured of the following certitude which MARX will enable on demand as desired should their value strongly exceed the demands by more than 20%. The goods remain property of MARX.
The processing or reshuffling takes place regularly at MARX yet is not required of MARX. Should MARX's (portion of) property right expire due to a fusion, this document stipulates that the (portion of) property right of the purchaser of the unified object in relation to its value proportion (invoicing value) is transferred to MARX. MARX detains the (portion of) property without payment. Goods for which MARX shares a (portion of the) property right, are to be hereby called reserved goods.
The purchaser is authorized to process and sell reserved goods in regular business transactions as long as he/she is not in a state of delay. Pledgings or security assignments are not permitted. The amounts receivable accrued from the sale or another legal right (insurance, non-permitted dealings) in relation to the reserved goods are already to be immediately consigned to MARX by the purchaser in their entirety. MARX authorizes the purchaser to retract the demands rescinded to MARX for his/her invoice in his/her own name. MARX holds the right to cancel this authorization. This withdrawal authorization can only be cancelled if the purchaser does not duly fulfill his/her payment obligations.
In the case of access by third parties to the reserved goods of any type, the purchaser is referred to MARX's property and is to inform MARX of this immediately. As long as the third party is not capable of compensating MARX for the ensuing court or outer court costs in connection with this, the purchaser is then liable for these costs.
For conduct that breaches the contract on behalf of the purchaser – especially payment delay – MARX is authorized to retract the reserved goods or, if necessary, demand the relinquishment of the issuance claims of the purchaser against the third party. The retraction and the seizure of the reserved goods by MARX does not indicate a resignation from the contract.

IX. Warranty
The purchaser must immediately inspect the goods and possibly recognizable deficiencies and to rebuke the goods in written form within 8 days after arrival to the determined location. Hidden deficiencies are to be rebuked in written form immediately after they have been determined. This is also the case for an incorrect delivery. Upon the conclusion of the 24 months after the delivery, the exercising of guarantee claims is precluded. If the purchaser does allow MARX the opportunity to investigate the blamed defects and/or if the purchaser makes changes to the deficient goods without permission from MARX, the purchaser can no longer make claims to the guarantee.
In the case of proven deficiencies, a replacement of the goods will be made free of charge upon return of the faulty goods. If MARX falsely denies the replacement delivery of if MARX is late in its delivery, the purchaser can determine an appropriate period of grace for MARX and should MARX not be able to meet this new deadline, the purchaser may demand the exclusive option of conversion or a curtailment. Continuing guarantee claims, especially compensation claims, are precluded in as much as the defects are not due to the intentional or gross negligence of MARX's system and/or managing employees or the item of a assured feature.
A liability for normal wear and tear is precluded. Guarantee claims against MARX only appertain to the immediate purchaser and are not transferable. These paragraphs conclusively regulate the guarantee for the products and preclude miscellaneous guarantee claims of all types. This does not apply for the compensation claims for feature warranties and in as much as the defects are not due to the intentional or gross negligence of MARX's system and/or managing employees.
Delivery item features are only considered to be assured in as much as MARX has explicitly declared their warranty in written form.
MARX can deny fulfillment of guarantee claims should the purchaser not have met contractual obligations from other orders or parts of his/her current order which corresponds to the value of the delivery object under consideration of the authorized guarantee claims.

X. Impracticality, Default and miscellaneous Liability
The purchaser can only withdraw from the contract

• if the entire delivery or service becomes definitively impossible for MARX due to the transfer of perils
• if MARX is guilty of a delivery delay for an explicitly guaranteed delivery time and MARX – despite the establishment of an appropriate period of grace by the purchaser with an explicit declaration that he/she would reject the delivery or service after the expiration of this deadline – does not meet the deadline set for the period of grace on MARX's own accord

If the impossibility or the delivery and service delay should occur due to a default in taking the delivery or on account of the purchaser, the purchaser is required to assume the costs. Claims for damages based on positive delivery infringement and the infringement of nominal consultation obligations and based on unauthorized activity against MARX and/or MARX's fulfillment or performance assistants are precluded as long as no deliberate or gross negligence can be proven. This is also the case for claims of compensation due to non-compliance, however only in as much as compensation of collateral or deficiency-subsequent damages is demanded unless the liability is based on a warranty that the purchaser should ensure against the risk of such damages. Every liability is limited to the predictable damages listed in the contract. In every such case, the liability of MARX remains intact in accordance with the product liability law and other claims of manufacturer liability.

XI. Final Povisions
The place of fulfillment for all of the contents of the contract is Iserlohn. The legal system governing the Federal Republic of Germany are valid for these terms and conditions and for the entire legal relationship between the parties to the contract. The sole place of jurisdiction for all disputes resulting from the contractual relationship is Iserlohn. This also applies for demands that are to be claimed in a legal default action. MARX maintains the right to sue the purchaser at the valid court of his/her residency or principle office. For this contract, the latest edition of the "General conditions of delivery for products and services in the iron, metal, and electric industry" known to you fundamentally apply. Should individual parts of the existing delivery and payment conditions be or become ineffective, the remaining parts remain valid. In place of an invalid condition, an effective regulation most similar to the economical purpose shall apply.