General Terms and Conditions Aventics

(Entrepreneur according to § 14 BGB) (Version: May 20, 2021)

1. General

1.1 The Aventics is a technical wholesaler in the branch of automation technology and sells products from the fields of pneumatics, fluid and process technology, vacuum technology, gas springs and dampers. The Aventics also offers system and complete solutions as well as the supply of spare parts in these business areas.

1.2 The following general terms and conditions of the Aventics apply to all services and work performed by the Aventics as well as the sales contracts concluded in the commercial business. They are part of all offers and contracts with the Aventics on delivery and performance, including in current and future business relationships. Deviating agreements, in particular contradicting terms and conditions of the customer as well as ancillary agreements, only become part of the contract if the Aventics company has expressly agreed to their inclusion in writing. Any conditions or contract-changing provisions of the customer are contradicted; they only become effective for the seller if the seller agrees to these changes in writing.

1.3 These general terms and conditions of sale only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

2. Conclusion of contract

2.1 The offers and quotations of the Aventics are non-binding. They only include deliveries and services that are expressly specified therein.

2.2 The order represents a binding offer by the customer. This also applies to orders via means of remote communication (e.g. Internet, e-mail, telephone, fax, letter). By ordering goods, the customer makes a binding declaration that he wishes to purchase the goods ordered. The Aventics company is entitled to accept the contract offer contained in the order within two weeks of receipt.

2.3 The quantity, quality and description as well as any specification of the goods correspond to the offer of the Aventics company (if it is accepted by the customer) or the customer’s order (if this is accepted by the Aventics company). The customer is responsible for the accuracy of the order. The customer is responsible for providing the Aventics company with all necessary information regarding the goods ordered within a reasonable period of time so that the order can be carried out in accordance with the contract.

2.4 The Aventics company reserves the right to change the description of the goods with regard to the specification insofar as legal requirements are to be taken into account, provided that this change does not result in a deterioration of the order in terms of quality and usability. f. Contracts with Aventics company are only concluded if orders or orders are accepted in writing, declarations of acceptance received by Aventics company have been confirmed in writing or the delivery items or services ordered by customers have been delivered or performed. This applies accordingly to additions or changes to contracts. G. The contract is concluded with the reservation that in the case of incorrect or improper self-delivery, not or only partially. If an ordered item cannot be delivered, the Aventics company is entitled to withdraw from the contractual obligation to deliver. At the same time, the Aventics company undertakes to inform the customer immediately about the unavailability, to research alternative solutions and to reimburse any consideration received without delay.

2.5 In the case of distance sales contracts according to § 312 b BGB, the text of the contract is saved by the Aventics company and sent to the customer as part of the order confirmation sent by the seller after the order.

2.6 The offer, the order acceptance in accordance with the offer and the fulfillment of all existing contractual obligations in connection with the offer are subject to all currently applicable rules on import and export control and all other provisions governing imports and exports, including those of the USA, if applicable. The above laws and regulations can, however, be changed from time to time, including while the order is being processed. In the event that the Aventics company does not have the necessary permits or approvals, this also applies in the event of inaction on the part of the responsible government agencies or if these approvals or consents are refused or withdrawn or changes are made in the applicable laws or regulations that would prevent the company from fulfilling the order or, at the reasonable discretion of Aventics company, Aventics company in accordance with the G.

2.8 If the contract does not come about for reasons for which Aventics company is not responsible, Aventics company is entitled to calculate cost estimates and project work at customary and reasonable prices at the request of the customer.

3. Scope of services, deliveries and services

3.1 In case of doubt, the content of the written order confirmation of Aventics company and the documents named therein are decisive for the scope of services. The customer bears any additional expenditure resulting from the incorrectness of the drawings or other documents or information provided by the customer.

3.2 All information provided by Aventics company to its customers and the documents on which the contract is based (e.g. drawings, images, dimensions and weights or technical descriptions) only contain approximate values that are customary in the industry. The Aventics company reserves the right to make minor changes (e.g. changes in construction, shape or color deviations).

3.3 Aventics company is entitled to have the work assigned to it carried out in whole or in part by third parties. Part deliveries and services are permitted.

4. Prices and terms of payment

4.1 Unless a fixed price has been agreed for the service, the costs of the parts to be delivered are calculated according to the price list valid at the time of delivery.

4.2 All prices are strictly net in euros from the Aventics company branch office (ex works according to Incoterms ® 2010), unless otherwise agreed, plus sales tax at the statutory rate, if this is incurred. The prices include all previously known taxes that arise before delivery. The respective applicable sales tax rate as well as all duties and duties incurred with the delivery to the customer are calculated separately. In the case of freight-free delivery, the price includes the normal freight to the specified receiving point.

4.3 If the basis for the price information of the Aventics company changes until the delivery of a part or the completion of the work commissioned, the Aventics company is entitled to request price adjustments that take the changed circumstances into account. This is particularly important in the case of increases in the prices of materials and supplies as well as wage increases, even if these occur due to collective or statutory reductions in working hours with full or partial wage compensation. This provision also applies if collective bargaining, statutory or tax regulations come into force during the delivery period that go beyond the provisions valid when the order was placed and were therefore not taken into account in the calculation. The above provisions only do not apply if a fixed price has been expressly agreed. If VAT is incurred, this is to be paid additionally by the customer.

4.4 If the Aventics company is unable to fulfill the contract in whole or in part for reasons for which it is not responsible, the customer owes the proportional remuneration for the deliveries and services provided up to that point.

4.5 Unless otherwise agreed, all payment claims are due for payment immediately upon receipt of the invoice from Aventics company. Payment dates, rebates and rebates, including cash discounts, are only granted if agreed in writing.

4.6 The Aventics company is entitled to issue partial invoices corresponding to the respective level of performance before the entire scope of services has been completed.

4.7 From the onset of default in payment, Aventics company is entitled to interest at a rate of 9 percentage points above the applicable base rate. We reserve the right to assert further damage.

4.8 The delivery or handover of an item of performance will only take place after full payment of the amounts due from the respective contract up to that point. If delivery / handover is not made due to default in payment, other costs associated with the failure to return the goods shall be borne by the customer.

5. Deadlines and dates, force majeure

5.1 Deadlines and dates are only binding for the Aventics company if the obligation has been expressly agreed in writing in the individual contract. Otherwise, all dates are only estimates and the appropriate deadlines and dates estimated by the Aventics company, taking into account the type and scope of the service or delivery, difficulties, etc. apply. 5.2 In the event of changes or additions to the scope of delivery or services, the deadlines and dates change in accordance with the additional time required.

5.3 Force majeure and other circumstances for which the Aventics company is not responsible, such as labor disputes, machine failures, bottlenecks in the supply of raw materials, sovereign measures, insolvency or filing for insolvency of a subcontractor or supplier and traffic disruptions, regardless of whether they are with us or our suppliers have occurred, release Aventics company for the duration of their effects and, if they lead to the impossibility of performance, completely from their obligations under the contract. If the performance or delivery is delayed due to force majeure or due to circumstances for which the Aventics company is not responsible, any agreed completion dates are accordingly extended by the duration of the interruption plus a reasonable surcharge for resuming work. If the delivery and / or service is interrupted for a longer period of time, i.e. longer than 14 working days, for reasons for which the Aventics company is not responsible, without the service becoming permanently impossible, the services performed must be billed according to contract prices.

5.4 Aventics company must also be reimbursed for the costs that have already arisen with regard to the part of the service that has not yet been performed, unless there is a case of force majeure.

6. Acceptance

6.1 The customer has to accept or accept the service in any case after its termination, at the latest immediately after being requested by the Aventics company. The acceptance / acceptance is deemed to have taken place at the latest when the customer takes or uses the service or the subject of the service.

6.2 If the customer does not accept the service in due time, the Aventics company can withdraw from the contract after unsuccessful reminder and set a reasonable deadline and demand compensation. In particular, the customer reserves the right to prove that the Aventics company suffered no or only insignificant damage.

7. Place of performance and transfer of risk / default of acceptance

7.1 The place of fulfillment for the deliveries and services to be provided by the Aventics company is its place of business (possibly a company affiliated with it under company law), unless a different place of fulfillment has been agreed in an individual contract. If the Aventics company delivers to countries in the European Union, the customer must provide his sales tax identification number as well as all other information required for processing (including the confirmation of transport and final destination) immediately.

7.2 The risk of accidental loss and accidental deterioration in performance is transferred to the customer upon acceptance / acceptance. If the delivery of the service takes place before acceptance / acceptance, the risk of accidental loss and accidental deterioration is transferred to the customer at this point in time. If the acceptance / acceptance is delayed due to the fault of the customer, the risk of accidental loss and accidental deterioration of the service is transferred to the customer on the day of notification of the acceptance / acceptance capability.

7.3 Insurance against transport damage, transport loss, breakage and other risks is only taken out by the Aventics company for the customer at the customer’s express request and in his name and at his own expense, whereby the Aventics company is included in such an insurance as a co-insured party .

7.4 If the customer does not accept the contractual service (usually delivery of goods) on the due date and is therefore in default of acceptance, he still has to pay the purchase price. In these cases, the Aventics company will store the goods at the risk and expense of the customer. The additional expenses of the Aventics company are to be reimbursed. The costs of an unsuccessful offer include costs of any necessary reminder; the costs of safekeeping and safekeeping include all amounts actually spent. In particular, the Aventics company can claim the usual storage costs according to § 354 HGB.

8. Reservation of title

8.1 Irrespective of the delivery and the transfer of risk or other provisions of these terms and conditions, ownership of the parts supplied should not be transferred to the customer as long as the entire purchase price has not been paid. This also applies if the customer determines certain payments to offset against certain deliveries.

8.2 Upon request, the customer is obliged to mark the goods delivered subject to retention of title and to store them separately. As long as the goods are owned by the Aventics company, they are processed and processed for the Aventics company without creating any liabilities. If the delivered parts are combined with other objects, the customer hereby assigns his right of ownership or co-ownership of the new object to the Aventics company.

8.3 The customer is entitled to sell the goods delivered in the ordinary course of business as long as he fulfills his payment obligations. He may not pledge the parts or assign them as security. The resale of the parts is excluded if the customer has already disposed of the claims arising from the transaction in advance or if the claims arising from the resale cannot be assigned to the Aventics company.

8.4 The customer hereby assigns the claims based on a permissible sale to Aventics company. If delivered parts are sold in a single transaction with goods subject to retention of title by a third party, the assignment is limited to the value of the goods subject to retention of title at the time of resale. The same applies to resale after mixing with third-party reserved goods and in cases in which the customer uses the parts to fulfill service or work contracts. The Aventics company is entitled and the customer is obliged to notify the further customers of the assignment at their request. The customer is entitled and obliged to collect and transfer the claims in his own name and for the account of Aventics company. The Aventics company is entitled to collect the claims itself at any time. In this case, the customer is obliged to surrender all necessary documents upon first request.

8.5 If the rights of the Aventics company are impaired by measures of third parties, in particular through seizures and seizures, the customer will immediately inform the Aventics company and provide all information and documents to safeguard the rights of the Aventics company. The costs incurred by Aventics company in pursuing its rights are borne by the customer. The taking back of goods that have been delivered under retention of title shall only be deemed a withdrawal from the contract on the basis of a special agreement.

8.6 If the reserved goods and the claims assigned to the Aventics company exceed the liabilities by more than 20%, the Aventics company is ready, upon request, to release securities in the amount of the excess value at its own discretion.

9. Transfer / Offsetting / Retention and Lien

9.1 The customer is not entitled to transfer his claims and rights against the Aventics company to third parties without prior written consent. The regulation of § 354a HGB remains unaffected.

9.2 The customer can only offset claims against the Aventics company that are undisputed, legally established or ready for decision.

9.3 The customer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

10. Warranty

10.1 The customer must notify Aventics company in writing of any defects immediately after they are discovered. The Aventics company is not liable for consequential damage caused by a late notification.

10.2 First, the Aventics company is to be given the opportunity to provide supplementary performance within a reasonable period of time, either by removing the defect, delivering a defect-free item or manufacturing a new item.

10.3 The object of performance is to be made available to Aventics company for the purpose of subsequent performance at the place of performance. If this does not make economic sense, the customer may, after consultation with the Aventics company, have the work carried out at a location other than the place of performance, provided that the customer notifies the Aventics company in good time – before the start of the work – the Aventics company has the opportunity has given to inspect the defects and has observed the information on limiting costs. d. If the supplementary performance finally fails, it cannot be expected of the Aventics company or the customer or if it is only possible at disproportionate expense and if it is therefore rejected, the customer can withdraw from the contract or the Reduce remuneration appropriately.

10.4 Replaced parts become their property at the request of Aventics company.

10.5 Unless otherwise agreed with the customer in individual cases, claims for defects of the customer against Aventics company expire after 12 months, beginning with the transfer of risk. The warranty is excluded for any defect due to natural wear and tear, incorrect or negligent handling, excessive use, improper storage or improper installation or operation, inadequate energy conditions,

for damage as a result of extraordinary natural influences and corrosion influences,
for commercially permissible or technically unavoidable fluctuations in the nature and appearance of the goods,
for delivery parts and services to which the customer has carried out or initiated changes or repair work without authorization
due to a lack of proper maintenance as well as defects due to a change or repair not previously approved in writing by the Aventics company. In the event of complaints, the customer is obliged to do everything possible to keep the damage to the Aventics company as low as possible. In particular, the customer is obliged to protect the rights of the Aventics company against the transport agents, such as forwarders, freight carriers, warehouse keepers, federal railways, etc. and to take all steps necessary to assert and maintain claims – including the necessary preservation of evidence – up to the intervention of the Aventics company to initiate immediately. He has to inform the Aventics company immediately about the measures taken.

11. Compensation / Liability

11.1 The Aventics company is not liable for damage resulting from incorrect drawings or other documents of the customer. 11.2 In the event of the breach of essential contractual obligations by the Aventics company, the customer’s claim for damages is limited to the contract-typical, foreseeable damage, unless there is intent or gross negligence or because of health or physical damage to the customer or his employees or representatives or because of the takeover of a Guarantee for the presence of a property by the Aventics company is liable. The damage that is essential to the contract / foreseeable is the damage that can typically be expected to arise on the basis of the breach of the respective essential contractual obligation.

c. The claims for damages expire 12 months after the start of the statutory limitation period.

12. Planning tasks / copyright / rights of use

12.1 The assigned planning tasks are copyright contracts. The subject of the contract is the creation of the commissioned work and the granting of rights of use to this work. The provisions of the law on contracts for work and services and the copyright law apply. 12.2 The work (drafts and work drawings) that are created by the Aventics company as part of the placing of the order are protected as intellectual creations by the copyright law, the provisions of which are also deemed to be agreed if the creation level required according to § 2 UrhG is not reached .

12.3 Without the consent of Aventics company, your work, including the author’s designation, may not be changed either in the original or in the reproduction. Any imitation – including parts of the work – is not permitted.

12.4 The from the under a. The works of Aventics company resulting from the activities mentioned may only be used for the agreed type of use and the agreed purpose to the agreed extent. In the absence of an express agreement, only the purpose made apparent by the customer when placing the order is deemed to be the purpose of the contract. The customer / user acquires the right to use the work within the agreed framework with full payment of the agreed fee.

12.5 Repeated uses (e.g. subsequent editions) or multiple uses (e.g. for other projects) are subject to a fee; they require the consent of the Aventics company.

12.6 The transfer of granted rights of use to third parties requires the consent of Aventics company.

12.7 The Aventics company is entitled to information about the scope of use.

13. Confidentiality / data protection

13.1 For the purposes of this agreement, all information, statements, analyzes and forecasts, as well as all documents (including electronic) that are made available to the customer as part of the due diligence, are deemed to be confidential information for the purposes of this agreement.

13.2 Verbally communicated information, statements, analyzes or forecasts that are not already under a. is also considered confidential information for the purposes of this agreement.

c. No confidential information within the meaning of this agreement is information that, even if it is basically covered by Paragraph (a., B.), Was already demonstrably (i) publicly known at the time of notification or (ii) the party receiving the information were known or which (iii) become public knowledge after the notification or otherwise become known to the party receiving the information, unless this is directly or indirectly due to a violation of this agreement.

13.3 The customer and the Aventics company undertake to keep all confidential information secret. The confidential information may only be used for the purpose of assessing the transaction. Further rights to the confidential information are excluded. In particular, any other use of the confidential information constitutes a violation of this agreement.

13.4 Confidential information may only be passed on to legal representatives and employees of the customer (including the employees of the target companies) insofar as this is necessary to assess and carry out the transaction.

13.5 The parties will ensure that all obligations under Section 13 are also met by their legal representatives and employees who become aware of confidential information.

13.6 Rights and obligations of the contracting parties in accordance with the General Data Protection Regulation (GDPR) or the Federal Data Protection Act are set out in the data protection declaration, which can be viewed on the Internet at https://aventics-sensors.in/privacy-policy/.

14. Place of jurisdiction / applicable law and translations

14.1 The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship between Aventics company and the customer – including documents, bills of exchange and checks – is the local / regional court responsible for the place of business of Aventics company. However, the I Aventics company is – at its option – also entitled to assert claims against the customer before the courts in whose jurisdiction the place of residence, seat and assets of the customer on whom the work was carried out are located. Any mandatory legal places of jurisdiction remain unaffected.

14.2 The law of the Federal Republic of Germany applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

14.3 In the case of translations of these conditions into a language other than German, only the German version of these conditions is authoritative for questions of interpretation.

15. Partial ineffectiveness

15.1 If individual provisions of a contract, of which these conditions are an integral part, are or become ineffective, this shall not affect the validity of the remaining provisions of the contract.

15.2 Instead of an ineffective provision, the Aventics company will agree a provision with the customer that fully or – if this is not legally possible – largely replaces what was economically intended with the ineffective provision.