General Terms and Conditions

General Terms and Conditions of becon GmbH

– hereinafter referred to as “becon” – as of 01.01.2010

1.1.1 These terms and conditions apply to the present business relationship between becon and the contractual partner, unless otherwise agreed in individual cases.

1.1.2 All deliveries, services, offers, etc. provided by becon are exclusively subject to these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services. Counter-confirmations of the contractual partner with reference to his terms and conditions are hereby rejected.

1.2 Prices, due date and payment

1.2.1 Unless otherwise stated, becon shall be bound by the prices contained in its offers for 30 days from the date of the offer.

Otherwise, the prices stated in becon’s order confirmation are decisive.

1.2.2 The respective statutory value added tax must be added to the prices quoted.

1.2.3 Additional deliveries and services shall be invoiced separately.

1.2.4 The invoice amount is due upon receipt of the invoice and must be paid immediately without deduction. becon demands default interest in the amount of the statutory provisions in the event of default.

becon is at liberty to prove a higher damage caused by default, as well as to prove to the contractual partner that a lower charge has been incurred.

1.2.5 becon is entitled, despite contrary provisions of the contractual partner, to initially offset payments against its older debts and will inform the contractual partner of the type of offsetting that has taken place. If costs and interest have already been incurred, becon is entitled to offset the payment first against the costs, then against the interest and finally against the main service.

1.2.6 becon expressly reserves the right to refuse checks or bills of exchange. Acceptance is always only on account of payment. Discount and bill charges shall be borne by the contractual partner and are due immediately. Payment shall only be deemed to have been made when becon can dispose of the amount. In the case of checks, payment is only deemed to have been made when the check is cashed.

1.2.7 becon employees are not authorized to collect payments in cash. Payments can only be made with discharging effect directly to becon or to a bank or postal checking account specified by becon.

1.2.8 If becon becomes aware of circumstances that call into question the creditworthiness of the contractual partner, in particular if a check is not honored or payments are suspended, becon is entitled to make the entire remaining debt due, even if becon has accepted checks. becon is also entitled in this case to demand advance payments or the provision of security.

1.3 Offsetting

The contractual partner is only entitled to offset, withhold or reduce payment, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the contractual partner is also entitled to withhold payment due to counterclaims arising from the same contractual relationship.

1.4 Liability

1.4.1 Claims for damages are excluded irrespective of the type of breach of duty, including tortious acts, except in cases of willful misconduct or gross negligence.

1.4.2 In the event of a breach of material contractual obligations, becon shall be liable for any negligence, but only up to the amount of the foreseeable direct damage typical for the contract. Claims for loss of profit, saved expenses, claims for damages from third parties and other indirect and consequential damages cannot be demanded, unless a quality feature guaranteed by becon is specifically intended to protect the contractual partner against such damages.

1.4.3 The limitations and exclusions of liability under 1.4.1 and 1.4.2 do not apply to claims that have arisen due to fraudulent behavior by becon, for claims under the Product Liability Act and for damages arising from injury to life, limb or health.

1.4.4 Insofar as becon’s liability is excluded or limited, this shall also apply to employees, workers, representatives and vicarious agents of becon.

1.5 Confidentiality

1.5.1 Unless otherwise expressly agreed in writing, information submitted to becon in connection with orders or inquiries shall not be deemed confidential.

1.5.2 The employees of becon are obliged to maintain secrecy regarding confidential or confidential business matters.

1.6 Applicable law, place of jurisdiction, severability clause

1.6.1 The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between becon and the contractual partner. Provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

1.6.2 Amendments and supplements to these terms and conditions and all contracts between becon and the contractual partner require written confirmation by becon to be effective. This also applies to the waiver of the written form requirement.

1.6.3 If the business partner is a merchant, a legal entity under public law or a special fund under public law, Munich is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. To the extent permitted by law, the place of performance shall be becon’s registered office.

1.6.4 Should any provision of these terms and conditions or of the underlying contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. Rather, the contracting parties shall work together to replace the invalid or unenforceable provision with a legally permissible and valid or enforceable provision that is suitable to achieve the intended result of the invalid or unenforceable provision. The same applies to the filling of contractual loopholes.

2.1 Offer, conclusion of contract, prices

2.1.1 becon’s offers are subject to change and non-binding. Declarations of acceptance and all orders require the written or telex confirmation of becon to be legally effective.

2.1.2 The sales employees of becon are not authorized to make verbal collateral agreements or to give verbal assurances that go beyond the content of the written contract.

2.1.3 Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.

2.1.4 The prices quoted are ex warehouse including normal packaging, unless otherwise stated.

2.2 Delivery, delivery times and transfer of risk

2.2.1 Binding delivery dates or deadlines must be made in writing.

2.2.2 In the event of a delay in delivery for which becon is responsible, the duration of the grace period to be set by the contractual partner by law shall be set at two weeks, which shall commence upon receipt of the grace period by becon.

2.2.3 becon is not responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for becon, not only temporarily – this includes in particular strikes, lockouts, official orders, etc., even if they occur at becon’s suppliers or their subcontractors – even in the case of bindingly agreed deadlines and dates. They entitle becon to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

2.2.4 becon is entitled to make partial deliveries and render partial services at any time, unless the partial delivery or partial service is of no interest to the contractual partner.

2.2.5 If the contractual partner is in default of acceptance, becon shall be entitled to demand compensation for the damage incurred; the risk of accidental deterioration and accidental loss shall pass to the buyer upon the occurrence of default of acceptance.

2.2.6 The risk shall pass to the contractual partner as soon as the shipment has been handed over to the person carrying out the transportation or has left becon’s warehouse for the purpose of shipment. If the shipment is delayed at the request of the contractual partner, the risk shall pass to the contractual partner upon notification of readiness for shipment.

2.3 Rights of the contractual partner due to defects

2.3.1 The products are delivered free of manufacturing and material defects; the period for asserting claims for defects and further claims is one year from delivery of the products if the contractual partner is a merchant, two years if the contractual partner is a consumer. In the case of the sale of used goods, any warranty is excluded if the contractual partner is an entrepreneur; if the contractual partner is a consumer, the period is one year.

2.3.2 If operating or maintenance instructions from becon or other enclosed instructions are not followed, changes are made to the products, parts are replaced or consumables are used that do not correspond to the original specifications, claims for defects in the products shall lapse if the contractual partner does not refute a correspondingly substantiated claim that one of these circumstances caused the defect.

2.3.3 If the contractual partner is a merchant, he must notify becon of defects in writing immediately, but at the latest within one week of receipt of the delivery item. Defects that cannot be discovered within this period, even after careful inspection, must be reported to becon in writing immediately after discovery.

2.3.4 In the event of notification by the contractual partner that the items sold have a defect, becon shall demand at its discretion and at its expense that – the defective part or device is sent to becon for repair and subsequent return;

– the contractual partner keeps the defective part or device ready and a service technician from becon is sent to the contractual partner to carry out the repair;

– subsequent performance is carried out by subsequent delivery of a defect-free item. Multiple subsequent deliveries are permissible.

2.3.5 If the contractual partner requests that rectification work be carried out at a location specified by him, becon can comply with this request, whereby replaced parts are not charged, while working time and travel expenses are to be paid at becon’s standard rates.

2.3.6 If subsequent performance fails twice, the contractual partner may, at his discretion, reduce the purchase price appropriately or withdraw from the contract.

2.3.7 Liability for normal wear and tear is excluded.

2.3.8 Only the direct contractual partner is entitled to claims for defects against becon and these are not assignable.

2.4 Retention of title

2.4.1 becon retains title to the delivered goods (goods subject to retention of title) until all claims to which becon is entitled against the contractual partner now or in the future for any legal reason have been satisfied. If the value of the security rights to which becon is entitled exceeds the amount of all secured claims by more than 20%, becon shall release a corresponding part of the security rights at the request of the contractual partner.

2.4.2 In the event of access by third parties to the reserved goods, in particular seizures, the contractual partner shall draw attention to becon’s ownership and inform becon immediately so that becon can enforce its ownership rights. Insofar as the third party is not in a position to reimburse becon for the judicial or extrajudicial costs incurred in this connection, the contractual partner shall be liable for this.

2.4.3 If the contractual partner acts in breach of contract – in particular in the event of default in payment – becon is entitled to withdraw from the contract and demand the return of the reserved goods.

2.4.4 The goods remain the property of becon. Processing or transformation is always carried out for becon, but without any obligation for becon. If becon’s (co-)ownership expires through combination, it is hereby agreed that the contractual partner’s (co-)ownership of the uniform item shall pass to becon in proportion to its value (invoice value). The contractual partner shall store becon’s (co-)ownership free of charge.

2.4.5 The contractual partner is entitled to process and sell the goods encumbered with becon’s property rights in the ordinary course of business as long as he is not in default. Pledging or transfer by way of security is not permitted. The contractual partner hereby assigns the claims arising from the resale or any other legal reason (insurance, tort) with regard to these goods (including all current account balance claims) to becon in full as security. becon revocably authorizes the contractual partner to collect the claims assigned to becon for its account in its own name. This collection authorization can only be revoked if the contractual partner does not properly meet its payment obligations.