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THE COMPANY SERVICES PROCESS cirp NEWS 2

Terms and Conditions

Version of March 2014

§ 1. Validity
1.1 For any deliveries and performances by the cirp Gmbh - hereafter "cirp" - the following terms and conditions are exclusively applicable.
1.2 These terms and conditions are applicable also in case of a client making an offer or a client's order confirmation on basis of their own, differing terms and conditions. Differing terms and conditions of the client become part of the agreement only with cirp's explicit acceptance; cirp not explicitly rejecting them does not make differing terms and conditions a part of the agreement in any case.

§ 2. Conclusion of Agreement, Content of Agreement
2.1 An order shall only be considered legally binding if confirmed in writing by cirp.
2.2 The content of the agreement is defined solely by the offer made by cirp and the order confirmation by cirp. Changes, supplements and collateral agreements shall only be binding after confirmation in writing by cirp, unless they were agreed upon with an employee who is authorised to represent cirp.
2.3 Documents associated with the offer (drawings, calculations, etc.) and any technical data the offer may contain as well as reference to operational and other norms (DIN norms etc) are only approximations and constitute no guaranteed characteristics, unless explicitly stated to be guaranteed characteristics.
2.4 cirp reserves the ownership right and copyright to any drawings and other documents the offer may contain. These documents shall not be made available to third parties without cirp's written consent. On cirp's demand those documents shall be returned without delay.

§ 3. Prices, Terms of Payment
3.1 Binding are solely the prices given in EURO in the offer by cirp, plus the respective VAT. The prices are ex cirp's business premises including possibly arising costs for packaging. Costs for shipping and other additional costs the client shall bear.
3.2 Unless stated otherwise in the order confirmation or on the bill, all payments shall be made within 14 days of receiving the bill, in cash and without deduction. Any acceptance of cheques or bills of exchange shall only be as payment. The client shall bear any costs of discounting or collection.
3.3 In case that after conclusion of the agreement serious doubts about the unconditional financial solvency of the client arise, cirp is entitled to demand collateral security or to retrieve from the contract.

§ 4. Right of detention, Set-off, transfer
4.1 The client is only entitled to a right of detention stemming from the same contractual relationship. All further rights of detention in commercial business shall be rejected, irrespective from which legal relationship they stem.
4.2 The client is entitled to set-off only in case the claims have been determined by a court of law or acknowledged by cirp.
4.3 A client's rights and claims shall only be transferred with cirp's consent.

§ 5. Delay, impossibility
5.1 If a deadline is set for fulfilment of a contract, the term shall start with reception of the order confirmation by cirp, not however before all data, documents, permissions, clearance and other information necessary for processing the order have been provided by the client.
5.2 In case that cirp is prevented from fulfilling its contractual duties due to special circumstances like disruptions of traffic, strikes, environmental influences, unforeseeable technical difficulties or other disruptions of procurement, production or supply that are not within cirp's responsibility and that verifiably have considerable influence on the fulfilment of cirp's obligation to perform, the term for fulfilment of the order shall be prolonged for the respective period of time between occurrence and removal of the obstacle. This shall also apply if those circumstances occur with suppliers or subcontractors of cirp.
5.3 If cirp violates the deadline for fulfilment of the order in simple negligence, the client shall be entitled to withdraw from the contract after giving a reasonable extension or to claim compensation up to a total maximum of 5% of the contractually agreed upon remuneration. Any further claims of the client are rejected.
5.4 Similarly, the client's rights shall be limited to withdrawing from the contract or claiming a compensation of up to 5% of the contractually agreed upon remuneration in case that the services cirp owes the client became fully or partially impossible and cirp only acted in simple negligence.

§ 6. Transfer of risk
Risk of performance and reimbursement shall be transferred to the client latest at the point in time when the object of the agreement or a first consignment leave the cirp.

§ 7. Warranty
7.1 For any original design manufactured generatively by cirp, any warranty for specifications concerning measurement and material shall only be applicable if cirp's product deviates considerably from the specifications that could have been met considering the state of the art in manufacturing generative prototypes. Written confirmations shall not be affected by this.
7.2 For any moulded prototype in general only the general tolerances to DIN 16742 mentioned in the order confirmation shall be applicable. The general tolerances are only applicable for components suitable for moulding. Decisive shall be the state of the art. Confirmed properties concerning strength and material refer only to the materials used, not to the component itself. Except when otherwise stipulated, cirp will store the moulding tools half a year after completion of the order.
7.3 Whenever cirp provides data to the client in the course of executing the order, cirp shall only be liable for completeness and accuracy of the data if cirp expressly assured the same. Otherwise cirp shall not be liable for loss or faultiness that roots in exchange of data. Unless when otherwise stipulated, cirp shall archive data for one year.
7.4 In case that the subject matter of the contract delivered by cirp proves to be defective or missing assured properties, cirp shall be obligated to deliver replacement or to repair the product. If the replacement or rework fails, the client can either demand rescission of the agreement or reduction of the remuneration.
7.5 If the subject matter of the contract delivered by cirp is missing an assured property, the client shall be entitled to claim compensation for non-performance instead of rescission of the agreement or reduction of the remuneration. However, compensation for consequential damages caused by the defect are hereby rejected, unless the assurance was meant to protect the client from this particular consequential damage or cirp acted with intent or grossly negligent.
7.6 In commercial transactions the client is obligated to examine the subject matter of the contract immediately after receiving it and to notify cirp in writing about any apparent damages latest within 10 days from receiving the object and about non-apparent defects within latest 10 business days from detecting them. If the client does not meet those obligations, any warranty claims shall be rejected.

§ 8. General limitation of liability
In cases of damage in which the agreed upon specific provisions and limitations of liability in these general terms and conditions are not relevant, cirp shall only be liable up to a maximum total of € 10,000 per case of damage, unless cirp is guilty of acting with intent or grossly negligent.

§ 9. Title retention
9.1 cirp reserves all titles in the object of agreement until all bills resulting from the business connection with the client outstanding at the point of transfer of the object are paid.
9.2 The client shall only be entitled to sell or otherwise command the object of agreement with cirp's prior consent.
9.3 In case of delay in payment, after prior reminder cirp shall be entitled to reclaim the reserved object of agreement and the client shall be obligated to hand it over.
9.4 Unless when stipulated otherwise, all prices stated in the order confirmation or bill for prototype tools and production tools like gauges shall be pro rata costs for the tools. The tools remain Cirp's property.

§ 10. Obligation to confidentiality
cirp as well as the client shall be obligated strictly not to disclose any business or trade secrets of the other party that they come to know in the course of fulfilling the order.

§ 11. Final clauses
11.1 The legal relationship between cirp and domestic as well as foreign contractual partners shall be object exclusively to the substantive law of the Federal Republic of Germany.
11.2 In commercial transactions place of fulfilment for deliveries, performance and payment shall be Heimsheim.
11.3 Court of jurisdiction shall be Maulbronn.

In case of wrong translation the German GTC are valid.