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Terms and Conditions of Business

1. General
The entire business connection is governed exclusively by our Terms and Conditions of Business below. Any inconsistent agreements or supplements are binding only if we confirm these in writing. These apply only to the order for which they were agreed in each case. The purchaser waives its own business conditions unless it immediately objects to this in writing.

2. Offers
Our offers are without obligation as a basic principle. All particulars given in offers and in related documents, price lists and advertising brochures were carefully determined by us, however they are not binding unless we have expressly referred to their binding force. We reserve all rights of ownership and copyrights to all offer documents prepared by us, particularly to drawings and related enclosures.

3. Export
As we are bound by contracts in various countries, our products may be exported only with our express consent.

4. Prices
All prices are applicable ex our place of business. The statutory value-added tax applicable at the time of the conclusion of contract is added to our prices. Prices are calculated at the rates applicable on the date of delivery. All prices are applicable ex works. Our prices are based on the wage and materials costs valid at the time of the acknowledgement of order. Should these costs change by the date of delivery, we are entitled to adjust our prices accordingly.

5. Delivery time
The delivery period begins on the date of our acknowledgement of order. Delivery periods are fixed by us so that they can be observed in all probability. However, unless expressly agreed otherwise, delivery periods are not binding. Any non-compliance with delivery periods does not release the purchaser from its obligation to take delivery.

6. Custom-built products
Equipment produced on the basis of customer requirements cannot be returned. If any modifications are made to such equipment or orders are cancelled, the costs incurred plus a reasonable profit margin will be charged.

7. Tools and Tool Forms
Ownership of tools and tool forms shall be transferred to Ordering Party only upon receipt of total payment. For products, which have been manufactured according to models or drawings of Buyer, Ordering Party shall be liable for all claims based upon intellectual property rights of third parties and for associated costs incurred by us. We shall carefully store tools and tool forms and keep them in good condition. We shall not be liable for damage which is
incurred despite proper handling. On the contrary we shall only bear the costs of maintenance which are directly associated with the manufacturing process. Costs related to wear and tear shall be borne by Ordering Party.

8. Terms of payment
Unless otherwise agreed, our deliveries are payable within 30 days net after the date of invoice. We are entitled to demand advance payments or the furnishing of security if the purchaser fails to comply with the terms of payment or we gain knowledge of circumstances which impair the customer’s creditworthiness. After setting a reasonable period, we are entitled to with draw from the contract or to demand damages for non-performance.

9. Order acknowledgement
All orders, agreements, warranties etc. including those of our representatives require our written confirmation to be legally effective.

10. Packaging
Goods shall be packed as customary in the industry unless separate instructions are given. Packaging shall be billed at its cost price and may not be returned.

11. Delivery and passing of the risk
We are entitled to make part deliveries; these are applicable as separate, independent transactions. Upon handing over the goods to the purchaser, the railway, forwarding agent or carrier, but no later than upon leaving our factory, the risk passes to the purchaser in each case, also in the case of carriage-paid delivery.

12. Reservation of ownership
We reserve ownership of all deliveries made. Ownership passes to the purchaser only upon payment in full of its entire liabilities arising under the business relationship with REINER. This also applies if the purchase price has been paid for certain deliveries of goods designated by the purchaser. In the event of a current account the reserved ownership serves as security for our balance claim. If bills or cheques are given as payment, payment is not deemed to have been made until they have been honoured. The purchaser’s receivables due from the resale of reserved goods are hereby assigned to us now irrespective of whether the reserved goods are resold without processing or after processing. The assigned receivables serve as security for us only at the value of the reserved goods which have been sold in each case.

13. Warranty
REINER warrants that the product delivered is free of defects and has the warranted characteristics, if applicable. Product defects caused by force majeure shall be excluded. The limitation period for claims for material defects begins on the day of delivery and extends for a period of 12 months. To qualify for warranty service, the product must be operated in accordance with its intended use and at a normal level of usage and preventively maintained at regular intervals, insofar as this is specified for the product. The warranty does not cover the elimination of product failures due to poor material quality of scanned documents, incompatible ink cartridges, improper device handling, unauthorized customer repair attempts, transport damage or damage to the product caused by foreign objects. The warranty only applies to the current release of software authorized by us. The warranty does not cover defects and/or damages from causes including but not limited to: inappropriate use, operational and normal wear and tear, operator errors and customer negligence in handling the product delivered etc. If a maintenance contract has been concluded with REINER, then defects in the product notified promptly and with just cause shall be eliminated by us. If no maintenance contract has been concluded, defects shall be eliminated following justified and timely notification of such defects and freight-paid shipment of the contractual product to the REINER Customer Service Center in Furtwangen. If the rectification of defects is unsuccessful and further rectification attempts would be unreasonable, the statutory warranty rights may be asserted. If defects reported cannot be determined during the inspection, Ordering Party shall pay the costs of the inspection. This shall also apply in the case in which defects can be identified but which were caused by operator error or malfunctions for which we are not responsible.

14. Liability
The contractor is liable for damage caused by it in accordance with statutory provisions in cases where it is grossly at fault (wilful intent and gross negligence), also in the event that the contractor has accepted a guarantee, in the event of death, physical injury or damage to health for which the contractor is responsible and in cases of incapacity or impossibility for which the contractor is responsible. Should the contractor act in breach of a cardinal or material duty as a result of simple negligence, its liability for damages is limited to unforeseeable damage typical for the contract. In all other cases of liability, claims for damages against the contractor based on a breach of duty arising from the contractual obligation and based on tort are excluded so that the contractor is thus not liable for lost profits nor for any other financial damage caused to the customer.

15. Place of performance and jurisdiction
The place of performance for delivery and payment is Furtwangen / Black Forest, Germany. The place of jurisdiction and venue for both parties is Donaueschingen, Germany. The contractual relations are governed by the laws of the Federal Republic of Germany.

16. Final provisions
Should one or more of the above provisions be invalid, this shall not affect the remaining provisions. Any possibly invalid provision shall be interpreted such that in its valid form it most closely approximates the purpose intended.