General terms and conditions of business

General terms and conditions of sale of HAIN GmbH, Am Riedbach 7, 87499 Wildpoldsried:

UNLESS OTHERWISE AGREEMENT, THESE GENERAL CONDITIONS OF SALE APPLY TO ALL CONTRACTS, EXCLUDING THE APPLICABILITY OF OTHER GENERAL CONDITIONS OF SALE.

UNLESS OTHERWISE AGREEMENT, ALL OUR OFFERS AND COST ESTIMATES ARE SUBJECT TO CHANGE AND NON-BINDING.

ALL ORDERS PLACED BY YOU WILL NOT BE ACCEPTED UNLESS OUR WRITTEN OR ELECTRONIC CONFIRMATION IS PROVIDED TO YOU.

1. CONTRACT BASIS; APPLICABLE LAW, JURISDICTION

(a) HAIN GmbH, registered office: Am Riedbach 7, 87499 Wildpoldsried (the "Company"), sells multi-coupling systems, high-pressure ball valves, special ball valves, hydraulic parts and provides additional services ("the Products").

(b) No representation, undertaking or promise shall be deemed to have been given or agreed upon as a result of any oral or written statement made in the negotiations prior to the execution of this Agreement, unless otherwise stated.

(I) follows from the circumstances of the individual case,

(II) has been or will be agreed by the parties or

(III) is expressly mentioned in this contract.

(c) This Agreement shall be governed by the substantive laws of the Federal Republic of Germany.

(d) All orders placed under these General Conditions of Sale are subject to confirmation and acceptance in writing or electronically by an authorised officer of the Company.

2. DELIVERY; PACKAGING; TRANSFER OF RISK; FORCE MAJEURE

(a) All sales are ex works and if the Customer requires delivery, such delivery will be at the Customer's cost and risk unless otherwise expressly provided. The Company may select the carrier at its sole discretion unless otherwise specified by the Customer.

(b) The Customer shall not return any packaging material to the Company which is subject to the Dual System for Waste Disposal ("Green Dot") or a similar system recognised by the competent authorities in accordance with the amended Packaging Guidelines. The Customer shall not return any packaging material to the Company if the Company has engaged a suitable waste disposal company in accordance with the amended Packaging Guidelines. In this case, the Customer shall be obliged to make the packaging material available to and hand it over to the disposal company.

(c) The customer must inform the company in writing of all obvious defects immediately upon receipt of the delivery, but no later than within 10 days after the customer has received the delivery, otherwise the assertion of warranty claims is excluded. The obligation to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB) remains unaffected by this.

(d) If the date agreed for the performance of the Company's obligations under this Agreement is exceeded due to circumstances beyond the control of either party (force majeure), the Company shall be entitled to a reasonable extension of time. In the event of delay caused by the Customer, the Company shall be entitled to a reasonable extension of time and to reimbursement of all costs, expenses and losses incurred by the Company as a result thereof.

(e) Dates or time limits for readiness for dispatch or delivery of goods are given in good faith. However, unless otherwise agreed, they are not binding and do not constitute a contractual term or a warranty.

(g) Unless otherwise agreed, with respect to

(I) the risk of damage to or loss of the products during transport and

(II) the transport insurance:

The customer bears the risk of loss of the products during transport.

(h) The Company reserves the right to make partial deliveries provided that such partial deliveries are reasonable for the Customer. Each partial delivery will be invoiced separately.

3. RESERVATION OF TITLE

All products remain the property of the Company until paid in full. Until the full purchase price of the products has been paid, the Customer must at all times maintain comprehensive insurance for the products against loss or damage caused by accident, fire, theft and other risks customarily covered by insurance for the business carried out by the Customer, for an amount at least equal to the amount of the outstanding balance at the time. At the Company's request, the Customer must provide evidence of the existence of such insurance and assign to the Company all claims under such insurance. In addition, the Customer undertakes not to use any of the products owned by the Company as security.

4. TECHNICAL CRITERIA; COOPERATION; EXCLUSION OF WARRANTY IN CASE OF IMPROPER USE; INDEMNITY

The Products are highly advanced technical products; accordingly, subject to the individual agreements concluded between the Parties, the Customer undertakes to ensure:

(a) that he has provided and will promptly provide all information reasonably necessary to enable the Company

(I) assess the conditions for compliance and

(II) to perform the contract and that this information is complete and accurate;

(b) that all premises, factory facilities, technical support, spare parts, related piping and specifications necessary for the development, design, assembly, testing and use of the Products are fit for purpose and in good working order;

(c) that he will fully cooperate with the Company in the development, design, construction, testing and use of the Products;

(d) that he will only use the products for their intended purpose and in accordance with the product instructions and will not under any circumstances use unsuitable spare parts, connect unsuitable machinery, carry out unsuitable maintenance or repairs or use the products in a way that makes them dangerous. Any defects in the products resulting from such a breach will release the Company from all warranty obligations with regard to the quality of the products. In accordance with the legal provisions, the Customer will also be liable to the Company for all costs, expenses and losses incurred by the Company as a result of or as a result of breaching these undertakings.

5. DRAWINGS, DESIGNS AND CONFIDENTIALITY

(a) All specifications, designs, drawings, statements of physical properties ("the Specifications") are given in good faith, are approximate only and are not binding in detail unless the Customer has specified in writing a precise specification on which it relies and the Company shall be entitled to deviate from such specification and/or correct errors and omissions provided that the Products continue to comply with the Contract.

(b) The Works (including all copyright, design rights and other intellectual property rights) shall, as between the parties, be the property of the Company and the Customer shall not be entitled to use the Works for any purpose other than the purpose of the Contract.

(c) Any inventions, modifications, improvements, processes or know-how relating to the Products made or acquired in the course of the performance of the Contract shall belong exclusively to the Company.

(d) Neither party shall disclose any confidential information or trade secrets of the other party to any third party or use them for its own purposes.

(e) Each Party undertakes to ensure that it acquires or owns the necessary intellectual property rights to fulfil its contractual obligations and to inform the other Party promptly of any discovered infringement of intellectual property rights.

6. PRICES, TERM

(a) All invoices are payable in Euros immediately from the invoice date ("Due Date"), unless otherwise agreed, and without any deductions due to any retention or set-off rights to which the Customer may be entitled (unless the Customer's counterclaims are undisputed or have been legally established). The Company reserves the right to require full or partial payment or the provision of appropriate security or guarantee from or on behalf of the Customer before the start of the execution of the Agreement if the Company deems this necessary, unless otherwise agreed. The Company is entitled at any time to review the conditions for the credit limit granted to the Customer and to increase or reduce it after written notice to the Customer. The Company may, at its sole discretion, accept payment in advance for the Products or cash payment with specified advance payments. Without prejudice to its other rights, the Company is entitled, after written notice to the Customer, to demand immediate payment of all outstanding amounts for all Products delivered at any time, subject to the individual agreements of the parties.

(b) Any order based on this proposal must be submitted to the Company within thirty (30) days of the date of the quotation. Prices quoted are net ex works prices and exclusive of all local, state and federal taxes (unless expressly stated otherwise) and all customs duties, which shall be the sole responsibility of the Customer.

(c) If a delivery date is agreed later than four months after the Contract is entered into, the Company's prices may be adjusted pro rata to take account of any change in the Company's costs (over which the Company has no reasonable control) including (but not limited to) material costs, labour costs and/or fixed costs, currency fluctuations, changes in customs duties, changes in specifications by the Customer and any other costs incurred since the Contract was entered into. Accordingly, the Company reserves the right to increase or reduce the invoice amount by the amount of costs (pro rata) incurred after the Contract was entered into. The invoice so adjusted shall be subject to the same payment terms as the original contracted price.

(d) Unless prices have been expressly agreed between the Company and the Customer, the Company’s list prices in effect at the time of the order shall apply.

(e) Should the Company be responsible for the assembly or installation of the Product, the Customer shall bear all necessary incidental costs, such as travel expenses and transport costs for tools and personal luggage as well as daily expenses in addition to the agreed remuneration, unless otherwise agreed.

(f) The Company may charge interest at a rate of 8% per annum above the base interest rate pursuant to Section 247 of the German Civil Code (BGB) for all amounts still outstanding when due (default on payment).

(g) The Company may, at its sole discretion and as separately agreed between the parties, require that export orders be paid for by letter of credit in a form acceptable to the Company and confirmed by an internationally reputable German bank.

(h) If the company becomes aware of the risk of the customer's inability to pay after the conclusion of the contract, the company is entitled to carry out outstanding deliveries only against advance payment or security. If the advance payments or security are not made even after the expiry of a reasonable grace period granted by the company, the company may withdraw from individual or all of the affected contracts with the customer in whole or in part, regardless of its other rights. The company remains free to assert further rights.

(i) In the event of termination under clause 9 below, the Customer hereby grants the Company irrevocable permission (to the extent practicable for the Customer) to enter the Customer’s premises to repossess the Products.

7. LIABILITY FOR DEFECTS

(a) "Warranty period" within the meaning of Section 7 means the period that begins on the day of delivery of the products (or relevant parts thereof) and expires 12 months later, unless the company has specified a different warranty period in writing and unless a longer warranty period is provided for in accordance with Sections 438 Paragraph 1 No. 2, 479 Paragraph 1 and 634a Paragraph 1 of the German Civil Code (BGB), as well as in cases of injury to life, body or health, in the event of intentional or grossly negligent breaches of duty by the company or in the event of fraudulently concealed defects. The statutory provisions on the suspension of the limitation period remain unaffected.

(b) The Company warrants that the Products will be free from material defects resulting from inadequate or negligent workmanship or defective materials during the warranty period (the "Warranty").

(c) Subject to the provisions of Section 7

(d) and (e), in the event that a valid claim based on breach of warranty with respect to the Products (or any part thereof) is presented to the reasonable satisfaction of the Company (on a probable basis) within the warranty period, the Company will repair or replace the Products or, if the Customer agrees, will instead credit the Customer with an amount to be agreed with the Customer. Recourse claims by the Customer against the Company are only permitted to the extent that the Customer has not entered into an agreement with its own customer granting them rights beyond the statutory liability rights for defects. With regard to recourse claims according to Section 478 Paragraph 2 of the German Civil Code (BGB), the Customer is entitled to withdraw from the contract or to reduce the purchase price.

(d) In the event of a defective delivery, the Company will fulfil its warranty obligation by, at its own discretion, remedying the defects or delivering replacement goods ("Subsequent Performance").

So far

(I) this subsequent performance fails,

(II) a defect has not been remedied or a replacement delivery has not been made within a reasonable period of time set by the customer,

(III) the subsequent performance is unreasonable for the customer or

(IV) the company has refused subsequent performance in accordance with Section 439 Paragraph 3 of the German Civil Code (BGB),

the customer can, at his discretion, reduce the purchase price, withdraw from the contract or demand compensation in accordance with clause 8 or reimbursement of his wasted expenses. Subsequent performance is only deemed to have failed after the second unsuccessful attempt. The customer is not entitled to withdraw from the contract in cases of insignificant deviations from the contract, in particular in the case of insignificant defects.

(e) If the customer returns a product after asserting a warranty claim or requests that the company take back a product, he must inform the company in writing whether and with which liquids hazardous to health within the meaning of the applicable environmental regulations the products have come into contact. The company is entitled to refuse to remedy the defect if these substances have been used with the products or have come into contact with them; the customer is obliged to pay compensation for damages resulting from the customer not giving the company the required notification. If the returned products have been used with the products or have come into contact with them, the customer must mark the products in accordance with the environmental regulations and transport them exclusively in suitable packaging and using suitable means of transport.

(f) The Company shall not be liable for any breach of warranty to the extent

(I) the breach of warranty results from improper installation, use, repair or maintenance of the Products by anyone other than the Company;

(II) the Customer has failed to inform the Company of the alleged defect within 10 days of its discovery; and/or

(III) the defect is due to natural wear and tear, in particular with regard to wearing parts.

(g) If a defect occurs, the Customer shall notify the Company thereof in writing immediately, but no later than within 10 days of its discovery.

(I) If the notification is made within the warranty period, the Company will respond and indicate whether it accepts its warranty obligation under clauses 7(c)-(e) and indicate what measures it proposes to take (such measures may include further investigation by the Company's customer service department); if it turns out that the defect does not give rise to a warranty obligation of the Company and this was known or recognisable to the Customer, the Company reserves the right to charge the Customer for the costs incurred in the investigation.

(II) If the warranty claim is asserted after expiry of the warranty period, the company will - without prejudice to the provisions of Section 8 (b) - advise the customer (free of charge) and, if necessary, offer repair or replacement for a fee.

8. LIMITATION OF LIABILITY; FORCE MAJEURE; INDEMNITY FOR INFRINGEMENT OF INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHTS

(a) Subject to the provisions of paragraph 8

(b) statutory liability for damages is limited as follows:

(I) For damages caused by the slightly negligent breach of essential obligations arising from the contractual relationship, the company's liability is limited to the amount of damage typically foreseeable at the time of conclusion of the contract.

(II) The company shall not be liable for the negligent breach of non-essential obligations arising from the contractual relationship.

(b) No provision of these Terms and Conditions of Sale excludes or limits the liability of the Company in cases of mandatory statutory liability, e.g. under the Product Liability Act or in cases of intentional or grossly negligent breach of duty, injury to life, body or health or in cases of assumption of a guarantee.

(c) Neither party shall be liable to the other party for any breach of contract arising from circumstances or events beyond the control of the parties and for which the breaching party is not responsible (for example, acts of God, war, riots or natural disasters), notwithstanding any contrary provisions of these Terms and Conditions.

(d) The Customer shall indemnify the Company against all actions, claims, costs, charges, damages, losses and expenses to which the Company is exposed or which it suffers, insofar as they are not attributable to the Company and/or for which the Company is liable to a third party due to

(I) instructions from the Customer;

(II) the Customer’s delay in acceptance or any other act, omission or non-performance of the Customer or its representatives, employees or vicarious agents, insofar as the Customer is responsible for their conduct; or

(III) culpable breach of contract by the customer.

(e) The Customer shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the Company or for which it is liable to any third party by reason of any infringement or alleged infringement of any patent, trademark, copyright, design or other intellectual property right arising out of the import, manufacture or sale of products manufactured to specifications or in accordance with the Customer's particular requirements.

9. TERMINATION AND WITHDRAWAL

(a) To the extent that the Products have been manufactured or adapted to the Customer's specific requirements, the Customer shall be entitled to terminate the Contract ("Termination"); in this case, however, the Customer shall be obliged to pay the agreed remuneration less any expenses saved by the Company as a result of the termination.

(b) The Company shall be entitled to terminate the Contract if, at any time when the Contract Price has not been paid in full (whether or not the claim for payment is already due), an application is made or proceedings are commenced for the opening of winding-up proceedings in respect of the Customer or in the event of the insolvency of the Customer or in the event of the appointment of an administrator over the Customer's business ("Termination").

(c) In the event of termination or withdrawal for reasons other than those set out in clause 9 (a), the Customer is obliged to pay to the Company any amounts which he is obliged to pay under applicable German law as a result of the termination or withdrawal (for example, any damage suffered by the Company as a result of the termination or withdrawal). Returns will therefore be subject to a restocking fee of 25 percent.

10. DISPUTE RESOLUTION

The parties will attempt to settle all disputes arising from or in connection with the contract through negotiations conducted in good faith by the responsible and competent representatives of the parties. Each party is entitled to declare this mediation procedure to have failed at any time. If mediation fails, the dispute shall be finally decided in accordance with the Arbitration Rules of the German Institution of Arbitration e. V. (DIS), excluding the ordinary legal process. The place of the arbitration proceedings is Kempten im Allgäu, Germany. The arbitral tribunal shall consist of one arbitrator. The applicable law is the substantive law of the Federal Republic of Germany. Unless otherwise agreed, the language of the arbitration proceedings shall be German. Each party shall bear its own procedural costs; the parties shall each bear half of the costs of the arbitration tribunal and those of the arbitrator. Notwithstanding the foregoing, either party shall have the right to seek an injunction or order relating to the purpose of the Agreement or aimed at enforcing any confidentiality obligations or compliance with this dispute resolution procedure.

11. GENERAL

(a) The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply to the Contract.

(b) To the extent that any provision or part of a provision of these Terms and Conditions is found to be illegal, invalid or unenforceable under applicable law, such provision or part of the provision shall be deemed to be severed from these Terms and Conditions to the extent that it is severable from the remaining provisions. The legality, validity and enforceability of the remaining provisions shall not be affected thereby.

(c) Any changes or modifications to the Agreement shall be effective only if made in writing and signed by the Customer and the Company.

(d) The customer is not entitled to assign, replace or otherwise transfer its rights and obligations under this contract without the prior written consent of the company; any attempt to do so is ineffective, void and without effect. Section 354 a of the German Commercial Code (HGB) remains unaffected by this provision.

(e) In case of any discrepancies or inconsistencies between the German and the English versions, the German version shall prevail.

HAIN GmbH

Am Riedbach 7

87499 Wildpoldsried

Phone: 08304 / 30 999 30

Contact

info@hain-hydraulik.de