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General Terms and Conditions of Sale and Delivery, as well as Payment Conditions and Software Usage Conditions

§ 1 General Conditions - Scope

1. All sales and services, including customer-specific complete solutions/control systems and the configuration of hardware and software components are carried out by Jetter exclusively on the basis of these terms and conditions of sale, delivery, payment and software usage. Any conditions on part of the customer deviating from these are hereby expressly objected to. Such conditions only constitute an obligation to Jetter if Jetter acknowledges them in writing. By issuing the order and accepting the hardware and software components supplied by us, the customer confirms his agreement with these conditions.

2. Our Terms and Conditions only apply to companies as defined by § 310, paragraph 1, BGB (German Civil Code). Furthermore, they shall apply to all future transactions with the customer.

§ 2 Quotation/Purchase Order/Placing an order

1. Jetter quotations, if they are not limited to a certain period, are always subject to confirmation. This also applies if the customer has requested that a definite quotation is given.

2. Orders issued by the customer are binding for him and are considered accepted on submission of the order acknowledgement.

3. The order acknowledgement in written form by Jetter is the exclusive basis of the contract and authoritative for Jetter’s scope of sales and services. The order acknowledgement contains the final and comprehensive description of the Jetter service; it is in particular the basis of the technical performance features, technical and commercial details as well as usage and safety regulations.

4. The documentation contained in the quotation, such as pictures, diagrams, weights and dimensions, is only approximative unless expressly marked as binding. Jetter reserves all rights to ownership and copyright on all cost estimates, diagrams and other documentation. Documentation and other information must not be made available to third parties or be passed on to third parties.

§ 3 Prices/Payment

1. Pricing is ex works and does not include the current VAT and packaging costs. VAT is stated separately in the invoice at the rate ruling at the date of invoice. The customer bears the costs of packaging and transport.

2. The prices refer to the hardware and software components themselves and do not include the costs of installation, assembly and start-up of these components or software adaptations at the location of installation.

3. Necessary software adaptations, additional requests and other modifications requested by the customer within the course of the start-up on site will be charged at extra cost on the basis of the billing rates for the secondment of technicians and engineers according to expenditure.

4. Waiting times incurred by the Jetter technician for which the customer is responsible, in particular if caused by mechanical preparation work not carried out as a whole or carried out incompletely by the customer or by third parties otherwise involved in the project and not being Jetter’s responsibility will be charged separately.

5 The customer shall only be entitled to deduct from the invoice payment claims to which there is a legal title, those which are not disputed by, or those which are recognized by Jetter AG. In addition, the customer is permitted to practice a right of retention only in case the counterclaim of the customer is based on the same contract.

§ 4 Deadlines/Deliveries

1. The delivery period starts on dispatch of the order acknowledgement, however not before the customer has provided all necessary documentation, permits, acceptances, or before technical issues have been clarified, or an agreed down payment has been received.

2. The delivery deadline has been kept to if the delivery item has left the works or if readiness for dispatch has been notified within the deadline.

3. The delivery deadline is extended adequately if measures are taken in the course of labor disputes, in particular strikes and lock-outs, or if unforeseen difficulties arise which are not under Jetter’s control, as far as these difficulties can be proven to have a significant impact on the completion or delivery of the delivery item. This also applies if such circumstances occur for sub-contractors.

Jetter may not be held responsible for the above mentioned circumstances either if they occur during a delay which already exists. In important cases, Jetter will inform the customer of the beginning and end of such difficulties as soon as possible.

4. If the service is not carried out by Jetter by the deadline stipulated in point 1, then the customer is obliged to allow Jetter an appropriate extension of time.

5. If dispatch is delayed upon request by the customer, then he will be invoiced for storage costs incurred starting one month after notification of readiness for shipment, if the item is stored in Jetter’s factory, however at least ½ % of the amount invoiced for every month. However, after setting a deadline which has expired unsuccessfully, Jetter has the right to otherwise dispose of the delivery item and to then supply the customer with an appropriately extended delivery time.

§ 5 Passage of risk and acceptance

The risk passes to the customer at the latest on dispatch of the delivery items to the customer, even if partial deliveries are carried out or if Jetter has taken over other services, e.g. the transport costs or delivery and installation. The goods are insured against transport damage at the customer’s expense. Items supplied are to be accepted by the customer even if immaterial defects are apparent notwithstanding the rights in § 6. Partial deliveries are allowed.

§ 6 Software written specifically for Customer

1. The software created and used within the contractually stipulated complete control system is put together by Jetter specially to the customer using modular software components made by Jetter for numerous applications (Standard software modules) and adapted to the contractual service required (customer-specific application program).

2. Upon complete payment of the purchase price for the customer-specific application program, Jetter transfers the exclusive, locally and temporarily unrestricted usage right thereof to the customer, without the customer acquiring any rights of any kind to the standard software module on which the individual or customer-specific adaptation is based. Notwithstanding these provisions, Jetter reserves the right to produce and offer customer specific software solutions of the same kind for other customers based on other terms of reference. In any case Jetter retains a simple right of usage of the customer–specific solution for internal purposes.

§ 7 Retention of Title

1. Supplied goods remain the property of Jetter until complete payment of all outstanding current and subsequent trade debts from the business relationship with the customer.

2. If things or objects respectively owned by one party to the contract or to a third party are connected together, processed or remodeled so that the respective objects are essential components of the new thing, then the parties and/or the third party become co-owners of the newly created thing pro rata. Processing/remodeling of or connection with things not belonging to Jetter is always carried out for Jetter. Jetter becomes the direct owner, at least corresponding to the amount of the value share of the Jetter delivery.

3. The customer has the revocable right to process/sell on the goods within the course of orderly running the business. The ordering party already now assigns all claims with ancillary rights due to him from the sale to the amount of the value of the conditional goods. The customer is not permitted to dispose of the conditional goods in any other way, in particular to pledge them or carry out other transfers by way of security. If creditors attach the conditional goods belonging to Jetter, the customer is obliged to refer to Jetter’s ownership and to inform Jetter of this immediately.

§ 8 Liability for Defects

1. The customer's rights in the case of a defect are dependent upon proper inspection and notification in compliance with Section 377 German Commercial Code (HGB).

2. In the event of a defect, we may at our option repair the defective merchandise or deliver new merchandise free of defects to replace the original merchandise. In case we opt to repair the defective merchandise, we will bear the costs only up to the amount of the purchase price.

3. For customer specific control systems/software created within the framework of a project, a defect is of relevance only in case of a deviation from the hardware/software specifications, the order acknowledgement, the documentation, or from the functions and characteristics specified in the operating /process descriptions jointly agreed upon. Jetter AG do not assume any liability for program defects which occur when the program is used in applications planned by the customer, in particular for such applications which Jetter AG were not aware of or had not tested at the time of creation/acceptance.

4. If Jetter AG fails to remedy the defect, the Customer - at his own discretion - is entitled to cancel the contract or to request an appropriate price reduction.

5. Jetter AG assumes no liability for damages incurred for one of the following reasons:

Unsuitable or incorrect use, faulty assembly or start-up carried out by the customer or a third party, natural wear and tear, faulty or improper handling, unsuitable operating materials, exchange materials, defective construction work, chemical, electro-chemical or electrical influences, provided they are not caused through fault of Jetter.

If the claim is justified, Jetter will bear the costs of removing the defect through rectification, a replacement delivery or solving the problem, in particular transport, work and material costs and travel expenses up to the amount of the order value, however only to the location of the place of business of the customer within the Federal Republic of Germany.

To carry out all improvements and replacement deliveries which Jetter deems necessary at reasonable discretion, the customer is to make the necessary time and opportunity available, as otherwise Jetter AG is discharged from the liability for defects. Only in urgent cases where industrial safety is endangered and to prevent a disproportionate amount of damage or if Jetter defaults in remedying the defect does the customer have the right to remedy the defect himself or to instruct a third party to do so and to demand that Jetter reimburse the necessary costs, whereby Jetter is to be informed of this immediately.

6. If the Customer has asserted a claim for damages attributable to intent or gross negligence, including intent or gross negligence by our representatives or vicarious agents, Jetter AG shall be liable as provided for by law. If a breach of contract is not attributable to intent, the liability for damages shall be limited to the foreseeable typical damage.

7. Having failed to perform an essential contractual obligation due to intent or negligence, Jetter AG shall be liable as provided for by law; in this case the liability for damages shall be limited to the foreseeable typical damage.

8. If the customer is entitled to indemnification in lieu of performance, liability of Jetter AG, including liability under item 4, shall be limited to the foreseeable typical damage.

9. Liability due to culpable injury to life, health or bodily injury remains unaffected; this provision also applies to obligatory liability under the Product Liability Act.

10. Any liability is excluded, except as expressly stated above.

11. The limitation period for claims based on defects shall be 24 months as from the passing of risk.

§ 9 Compensation/Liability

1. Claims for compensation of the customer against Jetter, in particular due to default, due to positive contract infringement, due to infringement of obligations during contractual negotiations and due to unauthorized action are excluded, unless where liability is mandatory by law due to intent or gross negligence or according to the Product Liability Act regarding liability for personal damage or property damage of privately used items caused by defects in the delivered item .

2. In the case of designs or manufacture according to absolute standards imposed by the customer, the customer is obliged to release Jetter from any possible claims from third parties, regardless of the nature of these claims, in particular those resulting from infringement of industrial property rights.

§ 10 Export Control

The Parties acknowledge that the Equipment and Services to be provided under this Contract may be subject to laws and regulation concerning trade control (“Trade Control Laws”) that require authorization from the competent export control authority. Customer agrees to comply with any export or re-export requirement or restriction imposed by Switzerland, the European Union, the United States of America or any other jurisdiction that may be applicable to the Equipment and/or Services provided under the present Contract. Customer shall not supply, export or re-export any Equipment, Services, technical documentation, technology or know-how received to any country subject to such requirements or restrictions without the necessary license or authorization. Supplier does not guarantee the issuance of such licenses or approvals, or their continuation in effect once issued. 

Supplier reserves the right to withhold or suspend the supply of any Equipment or Services which are or becomes subject to Trade Control Laws and shall not be held liable for damages arising therefrom.

§ 11 Place of Jurisdiction / Place of Performance

1. If the customer is a merchant, our place of business shall be the place of jurisdiction; we shall have the right, however, to sue the customer also in the court having jurisdiction over the customer’s place of residence.

2. All legal relationships between customer and Jetter AG shall be governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on contracts for the International Sale of Good (CISG).

3. Unless otherwise provided in the respective confirmation of the order by Jetter AG, our place of business shall also be the place of performance

4. Should individual provisions of these Terms and Conditions be or become invalid, this shall not affect the validity of the other provisions.

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