Conditions of Sale

1. Scope

1.1 The following General Terms and Conditions (GTC) of MAB GmbH (hereinafter "MAB") shall apply exclusively. They also apply to all future business relationships with the customer. This also applies if they are not expressly agreed again.

1.2 Any terms and conditions of the customer that are contrary to or deviate from MAB GTC shall not be recognized unless MAB has expressly agreed to their validity in writing. The Ts & Cs of MAB also apply if MAB carries out the delivery or service to the customer without reservation, in the knowledge of the customer’s conflicting conditions or conditions that deviate from these Ts & Cs.

1.3 In the contracts concluded between MAB and the customer, all agreements made regarding deliveries are set down in writing. Alternative agreements that are made between MAB and the customer are set out in the relevant contract and any supplementary agreements in writing.

1.4 These General Terms and Conditions shall only apply to companies in accordance with § 14 para. 1 of the BGB (German Civil Code) and legal entities under public law and special funds under public law in accordance with § 310 para. 1 of the BGB. An entrepreneur, in this sense, is a natural or legal person or a lawful partnership that, on the conclusion of a legal transaction, is acting in the exercise of its commercial or independent professional activities.

2. Conclusion of Contract

2.1 Offers from MAB are subject to change and non-binding. The customer has 14 days to accept offers from MAB.

2.2 If MAB has provided the customer with a cost estimate, this does not constitute an offer. The customer may issue an offer on that basis, which MAB may accept at its discretion within 14 days of receipt.

2.3 Oral agreements become effective with the content of their confirmation in text form.

2.4 The documents and information provided by MAB, such as illustrations, drawings, weights, and dimensions, are only binding if MAB expressly lists them as part of the contract in the order confirmation or makes express reference to them in the order confirmation.

3. Delivery Conditions, Transfer of Risk

3.1 Unless otherwise stated in the order confirmation, delivery EXW ex works MAB (Incoterms 2020) is agreed.

3.2 MAB is entitled to make partial deliveries and services, provided they are not unreasonable for the customer.

3.3 The delivery times stated by MAB are not binding unless MAB expressly confirms the exact delivery or performance date in writing.

3.4 The delivery or performance period shall not commence until all commercial and technical questions between the parties have been clarified and assume the timely and proper fulfillment of the obligations incumbent on the customer.

3.5 Compliance with the delivery or performance time is subject to correct and timely delivery to us. Fulfillment of the contract by MAB concerning those parts of deliveries that are covered by state export regulations is subject to the issuance of the necessary permits.

3.6 No liability is assumed for delays for which MAB is not responsible. MAB shall provide prompt notification of impending delays. If MAB is in default, and the customer suffers damage as a result, liability shall be governed by clause 7.

3.7 If the transport or collection of the goods by the customer is delayed at the customer's request or due to the customer's fault, the goods shall be stored at MAB at the customer's expense and risk. In this case, the risk shall be transferred to the customer on the day of notification of readiness for delivery or collection.

3.8 If the customer is in default of acceptance or violates other obligations to cooperate, MAB shall be entitled to exercise its existing legal rights, in particular, to demand compensation for the additional expenses incurred as a result and to withdraw from the contract after setting and fruitless expiry of a reasonable deadline for remedy. In addition, MAB reserves the right, after setting and fruitless expiry of a reasonable deadline for the acceptance of the delivery or service, to otherwise dispose of the goods and to deliver or render the service to the customer with a reasonably extended deadline. If the customer is in default of acceptance, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the point in time at which he is in default of acceptance.

4. Remuneration, due date, default in payment, offsetting, right of retention, assignment

4.1 The agreed net prices shall apply, payable in Euro, without statutory value-added tax, packaging and shipping as well as customs duties and other taxes EXW ex works MAB (Incoterms 2020).

4.2 Packaging and loading costs, as well as the costs of returning the packaging, shall be charged separately. The same applies to shipping costs if the customer requires shipping. Unless agreed otherwise, the choice of shipping type and the shipping route is at the discretion of MAB.

4.3 In the case of partial deliveries or services according to clause 3.2, MAB is entitled to receive corresponding partial payments.

4.4 MAB reserves the right to change the prices accordingly if cost increases occur between conclusion of the contract and delivery for which MAB is not responsible, in particular new charges, additional fees, significant increases in material or manufacturing costs, including increases in freight costs including customs duties, import and export fees and cost increases due to exchange rate changes.

4.5 The value-added tax will be shown separately in the invoice at the statutory rate applicable at the time. For deliveries and services within the European Union, the customer shall provide notification of its VAT registration number in good time before the contractually agreed delivery date to confirm its exemption from VAT. If this information is not provided promptly and in full, MAB reserves the right to charge the applicable VAT. For deliveries and services outside the European Union, MAB is entitled to charge VAT retrospectively if the customer does not provide MAB with an export license within one month of the respective shipping.

4.6 Invoices are due 14 days after receipt of the invoice by the customer.

4.7 If the customer defaults on his obligation to pay, MAB shall be entitled to demand interest on arrears at a rate of 9 percentage points p.a. above the base interest rate. This is without prejudice to the right to claim higher damages. Otherwise, the statutory provisions apply.

4.8 If, after the conclusion of the contract, there is a significant deterioration in the customer's financial situation which jeopardizes MAB claim to payment, MAB may make the performance dependent on the customer's advance payment or the provision of security. The customer is at liberty to demonstrate that MAB was aware of this or should have been aware of this before the conclusion of the contract.

4.9 The customer shall only be entitled to offset or withhold payment if his counterclaim is legally established, undisputed or recognised by MAB. Assignment of existing claims against MAB to third parties requires the prior written consent of MAB.

5. Obligations of the customer to cooperate

5.1 The customer supports MAB in the realization of the product as far as this is possible and reasonable. This includes in particular that the customer provides MAB independently, but in any case upon request, with all information, documents and/or data, in particular production parts and components, documentation, software and/or data, ("Material") that are necessary and useful for the product realization.

5.2 If the customer provides MAB with the material, the customer assures that it is entitled to transfer and use this material and that in particular no intellectual property rights of third parties are infringed by its use by MAB.

5.3 If the customer provides material electronically, this must be done in technically perfect conditions, in particular free of viruses, Trojans, malware, or other malicious software.

5.4 If the material required for the product realization is not provided in a form suitable for the contract, in particular in a common form (e.g., file formats customary in the industry), MAB may demand reimbursement of the additional expenses caused by this in an appropriate amount.

5.5 MAB shall not be liable if defects or deficiencies in the goods or the impairment of the use of the goods are due to defective or otherwise insufficient material of the customer and for which MAB is not responsible.

6. Retention of title

6.1 MAB retains title to the delivered goods until all claims against the customer arising from the business relationship at the time of the conclusion of the contract have been settled. This also applies to future claims that MAB acquires under the ongoing business relationship with the customer.

6.2 The customer must treat the reserved goods with care and insure them sufficiently at their replacement value at his own expense against fire, water, and theft. Maintenance and servicing work that becomes necessary must be carried out promptly by the customer at its own cost.

6.3 In the event of culpable breach of contract by the customer, in particular default of payment, MAB shall be entitled to take back the goods. Taking back the goods does not constitute withdrawal from the contract unless MAB has expressly declared this in writing.

6.4 The customer may neither pledge the goods nor assign them by way of security before the transfer of ownership and must clearly mark them as being the property of MAB.

6.5 The customer shall be entitled to resell the goods in the ordinary course of business; however, the customer hereby assigns to MAB all claims in the amount of the final invoice amount of the claim arising from the resale against its customers or third parties, irrespective of whether the goods have been resold without or after processing. The customer shall remain entitled to make collection of this claim after the assignment. This is without prejudice to the authority of MAB to collect the claim itself. MAB undertakes, however, not to collect the claim as long as the customer fulfills its payment obligations from the proceeds received, is not in default of payment and there is no significant deterioration in assets. If this is the case, MAB may demand that the customer inform MAB of the assigned claims and the debtors concerned, provide all the information required to make collection, release the associated documents and notify the debtors (third parties) of the assignment.

6.6 The processing or transformation of the goods by the customer is always carried out for MAB. If the goods are processed with other items that do not belong to MAB, MAB shall acquire co-ownership of the new item in the proportion of the value of the goods (final invoice amount) to the other processed items at the time of processing. Otherwise, the same applies to the item created by processing as to the goods delivered under retention of title.

7. Warranty for material defects

7.1 The customer must inspect the goods immediately after receipt in accordance with § 377 of HGB (German Commercial Code) and notify MAB immediately of any obvious defects. The same applies to concealed defects from the time of their discovery.

7.2 MAB liability for defects is based on the agreed quality in accordance with the specifications. Any restrictions in terms of the content of the systems in relation to operating hours, cycle times, quantities, etc. of which the customer has been notified also apply.

7.3 The customer's claims for defects become time-barred 12 months after delivery.

7.4 In the event of defects, the warranty is limited to the right to subsequent performance, unless otherwise stated in clause 7.8. In this case, MAB is entitled to rectify the defect or provide replacement delivery or performance at its discretion. The right to self-remedy is excluded if no work is being carried out.

7.5 A deadline to be set by the customer for subsequent performance must be reasonable and must be in writing. Supplementary performance is deemed to have failed only after three unsuccessful attempts. MAB may refuse supplementary performance if it is possible only at a disproportionate cost.

7.6 Returns for subsequent performance may only be made in text form with the consent of MAB. The risk of accidental destruction and accidental deterioration shall be transferred only on handover to MAB at its registered office. The expenses necessary for inspection and supplementary performance, in particular transport and material costs, shall be met by MAB if there is actually a defect. If, however, a demand for rectification of a defect by the customer turns out to be unjustified, MAB may demand from the customer reimbursement of the costs incurred in this connection.

7.7 In the case of a replacement delivery for subsequent performance, the customer must return the delivered item.

7.8 If MAB is not prepared or not in a position to provide subsequent performance, in particular, if this is delayed beyond reasonable time limits for reasons for which MAB is responsible, or if subsequent performance fails in any other way, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. This does not apply to minor defects. A minor defect of this sort exists if the cost of rectifying the defect does not exceed the amount of 5 percent of the order value. In this case, the customer has a right only to a reduction in the contract price. Claims for damages shall be governed by Section 9.

7.9 In the event of modifications to the goods which the customer makes himself or has made by third parties without the prior consent of MAB, the warranty shall expire unless the customer proves that there is no causality between the modification made and the defect that has occurred. The same applies to defects that result from a specification of the customer.

7.10 In addition, no warranty claims shall exist for defects caused by unsuitable or improper use, faulty commissioning, natural wear and tear, faulty or negligent handling, excessive strain and improper maintenance of the goods as well as by modifications to the goods by the customer or by third parties on its behalf without the express consent of MAB.

8. Assembly services

8.1 Installation services by MAB are only owed if this has been expressly agreed.

8.2 The customer shall inform MAB personnel at its own expense about existing safety regulations and hazards and take all measures necessary to protect persons and property at the workplace. The customer shall provide the necessary support and assistance services to the extent necessary and at its own cost, such as the provision of water, electricity, heating, lighting, personnel, the connections required, dry, lockable rooms to store tools, and accommodate MAB personnel, etc.

8.3 The customer's assistance must ensure that MAB work can be started immediately upon the arrival of MAB personnel and can be carried out without delay until approval. The customer shall clean the repair locations and complete the transport of the assembly parts to the assembly location. MAB shall also be provided with Internet access via the customer’s infrastructure.

8.4 If the customer does not fulfill his obligations, MAB shall be entitled, but not obliged, to carry out the actions incumbent on the customer in his place and at his expense.

8.5 It is clarified that the customer is not entitled to give instructions to MAB personnel unless there is imminent danger. The customer undertakes to this extent to clarify all questions regarding planning and execution directly with the contact appointed for this purpose by MAB.

8.6 Assembly by MAB always includes commissioning, unless the machine is a "partly completed machine" as defined in the EC Machinery Directive 2006/42/EC. In this case, only a functional test shall be carried out.

8.7 Unless expressly agreed, MAB will not provide instruction in the handling of the machine.

8.8 All assembly services of MAB are subject to the respective hourly rates, which will be provided to the customer on request.

9. Liability

9.1 MAB is liable without limitation for intent and gross negligence. MAB is liable for simple negligence only and limited to the foreseeable damage typical for the contract if a duty is violated, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which you as a customer may regularly rely (cardinal duty) on.

9.2 The above limitations or exclusions of liability shall not apply in the event of fraudulent concealment of a defect, from the assumption of a guarantee and for claims under the Product Liability Act and damages arising from injury to life, body or health.

9.3 Insofar as MAB liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives, and vicarious agents.

10. Use of software and documents, intellectual property, reverse engineering

10.1 If the contractually agreed scope of delivery includes software or other intellectual property, the customer is granted a non-exclusive right to use the delivered software and other intellectual property, including its documentation. It is provided for use on the delivery item for which it is intended. The use of the software on more than one system is forbidden.

10.2 All other rights to the software and the documentation as well as other intellectual property including the copies remain with MAB or the software supplier. The software may include third-party software components. The customer is not entitled to separate individual components of the software.

10.3 MAB reserves the property rights and copyrights to samples, cost estimates, illustrations, drawings, calculations, films, templates, slides, repros, breaks and other documents (hereinafter jointly referred to as "Documents"); they may not be made accessible to third parties or used by the customer for himself or for third parties without the written consent of MAB. This applies irrespective of whether they are marked as confidential. Otherwise, MAB is entitled to demand compensation irrespective of other rights.

10.4 If the scope of delivery contractually owed by MAB includes documents, the customer is granted a simple, non-exclusive right of use for use in connection with the respective goods. Use for other purposes, in particular for reproduction, is expressly excluded.

10.5 The customer is prohibited from reverse engineering.

11. Confidentiality

11.1 "Confidential Information" shall mean business, marketing, technical, scientific, financial and other information, specifications, designs, plans, drawings, software, prototypes or process technologies of MAB or the customer, which at the time of disclosure are marked as confidential (or with a similar marking) by MAB or the customer, are disclosed under confidential circumstances or which would be considered confidential by the parties to the contract on the basis of a reasonable business judgment.

11.2 MAB and the customer undertake to keep all Confidential Information strictly confidential, not to disclose this information or use it for any purpose other than the contract. This applies in respect of all third parties, including unauthorized employees or freelance staff, if disclosure is not necessary for fulfillment of the obligations under this contract.

11.3 Confidential Information shall not include any Information if (i) the Information was or became generally known or publicly available without the action of the receiving Party, (ii) the information was already in the possession of the receiving Party prior to receipt of the information from the disclosing Party, (iii) the information was lawfully obtained by a third party who had the right to disclose such information, or (iv) the information was independently developed by a Party without access to the Confidential Information of the disclosing Party.

12.1 The place of performance is MAB registered office in Weiden i.d.OPf.

12.2 For all disputes arising from the business relationship, Weiden i.d.OPf. is agreed as the place of jurisdiction.

12.3 The law of the Federal Republic of Germany shall apply. The provisions of UN purchase law are excluded.