General Terms and Conditions of Fenos AG

1. General

The General Terms and Conditions of Business and Delivery (hereinafter referred to as "GTC") are an integral part of all future contracts, deliveries and other services between Fenos AG and the customer. We do not recognize any terms and conditions that contradict or deviate from these GTC unless they have been confirmed by us in writing.

2. Offer, conclusion of contract

Our offers are always free of charge and subject to change. A purchase contract is only concluded with our order confirmation. Quantities may vary for safety and filling reasons.

3. Prices, payment

The prices stated in our offers are exclusive of statutory value added tax. Unless otherwise agreed, the invoice amounts are due immediately and without deduction. We reserve the right to charge interest from the due date in accordance with the statutory regulations. In the event of default in payment, we shall be entitled to make further deliveries dependent on the full payment of the claims in default. Offsetting against counterclaims of the customer is only permitted if the counterclaims are undisputed or have been legally established. Payment shall be deemed to have been made on time if we can dispose of the amount with value date on the due date on our specified account

4. Delivery, transfer of risk

Unless otherwise agreed, deliveries shall be made EXW Freiberg a.N.. We are entitled to make partial deliveries within reasonable limits. The delivery dates are non-binding and shall be extended appropriately and at least by the duration of the hindrance in the event of force majeure and the occurrence of other unforeseeable events which are beyond our control and for which we are not responsible. This applies in particular to strikes, lockouts and war, insofar as events can be proven to have a significant influence on our ability to deliver. If these circumstances last uninterruptedly for more than 3 months, both contracting parties have the right to withdraw from the contract.

The IBC containers supplied are returnable containers that may only be disposed of after prior consultation with us. In the event of transport damage and externally visible damage, the customer must have this confirmed in writing by the transport company on the delivery documents and inform us of this immediately in writing.

The risk of loss or deterioration of the ordered goods shall pass to the customer upon delivery of the goods (time of handover to the carrier).

5. Advice, processing, product properties

Our advice regarding the goods and their use is non-binding. The characteristics of the products are described in the Technical Information. The Technical Information valid at the time of the purchase contract shall apply. No properties can be expected from our goods that are not specified in our Technical Information. The consumption and processing instructions may vary depending on the type of use, therefore they do not release the customer from the obligation to carry out independent suitability tests before using the goods. We reserve the right to make changes in shape, color, quantity and weight within the tolerances customary in the industry.

6. Reservation of title

Ownership of the goods shall only pass to the buyer upon full payment of the purchase price and all other claims arising from the business relationship with us, including those arising in the future. As long as ownership has not yet passed to the customer, the customer undertakes to insure the goods subject to retention of title at their storage location against fire, theft, water damage, and other damage. If the goods subject to retention of title are processed, combined, or mixed with other goods (processed goods are also considered goods subject to retention of title) by the customer, we shall be entitled to co-ownership of the new item in the ratio of the purchase price of the goods subject to retention of title to the purchase price of the other goods used. If our ownership expires as a result of processing, combining, or mixing, the customer shall transfer to us the ownership rights to which they are entitled in the new item to the extent of the purchase price of the goods subject to retention of title. The customer shall store the new item for us with the care customary in the trade. The customer is entitled to sell the goods subject to retention of title – he hereby assigns to us all claims arising from the resale in the amount of our claims and we accept this assignment. If the value of the securities to which we are entitled exceeds the value of the claims by more than 10%, we undertake to release the securities to which we are entitled to this extent. The customer is obliged to notify us immediately of any seizure or other impairment of the goods subject to retention of title by third parties. The customer must immediately inform the enforcement authority and the enforcement creditor that the goods subject to retention of title are our property or co-property, or that the rights to them have been assigned. In the event of breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to take back the purchased item. The taking back of the purchased item does not constitute a withdrawal from the contract. We shall be entitled to sell the purchased item taken back and to offset the proceeds against the customer's liabilities (less reasonable administrative costs).

7. Defects

Der Kunde hat die gelieferte Ware, soweit zumutbar durch Versuchsverarbeitung, unverzüglich nach Ablieferung auf Mängel hinsichtlich der Menge und Beschaffenheit zu untersuchen und hierbei festgestellte Mängel unverzüglich, schriftlich mitzuteilen. Ist die Ware mangelhaft, leisten wir Nacherfüllung gemäß den gesetzlichen Bestimmungen. Vor der Rücksendung einer Ware ist unser Einverständnis einzuholen. Die Verjährungsfrist für Mängelansprüche beträgt 6 Monate - ab dem Zeitpunkt der erfolgten Lieferung.

8. Liability

We shall be liable for damages incurred in the absence of an agreed quality, in the event of intent and gross negligence in accordance with the statutory provisions. Other claims for damages by the customer or claims for reimbursement of expenses against us, irrespective of the legal grounds, are excluded. In the event of a breach of material contractual obligations, a claim for damages shall be limited to the foreseeable damage typical of the contract. We are not liable for damages incurred by the customer due to improper use of our products.

9. Export clause

The deliveries and services are subject to the proviso that there are no obstacles to fulfillment due to national or international export control regulations, in particular embargoes or other sanctions. The customer undertakes to provide all information and documents required for the export or shipment. Delays due to export inspections or approval procedures shall suspend deadlines and delivery times. If the necessary approvals are not granted or if the delivery and service cannot be approved, the contract shall be deemed not to have been concluded. Claims for damages are excluded in this respect and due to the aforementioned failure to meet deadlines. When passing on our goods and documents to third parties at home and abroad, the customer must comply with the applicable provisions of national and international export control law.

10. Data protection / confidentiality

The documents provided by us must be treated confidentially. The customer undertakes to maintain confidentiality for an unlimited period with regard to the business and trade secrets and the know-how of technical product knowledge obtained during the cooperation. Publication or disclosure to third parties is only permitted with our consent.

11. Place of performance and jurisdiction

The place of performance for all claims arising from the business relationship between us and our customers is Freiberg a.N.. The place of jurisdiction for all claims, including those arising from documents, bills of exchange and checks, is the court responsible for our registered office. If trade clauses in accordance with the INCOTERMS are agreed, these shall apply in the currently valid version. We also have the right, at our discretion, to take legal action at the customer's place of business. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

Should any of the above clauses be or become invalid, the invalid provisions shall be replaced by provisions that come closest to the economic purpose of the contract while reasonably safeguarding both interested parties and existing laws. Any amendments or additions require written confirmation.