Terms and Conditions [GTC]

Shipping and payment
(our terms – please scroll down to see the english version)

interfaceforce® eK
Owner: René Storms
Schwaighofstrasse 29a
83684 Tegernsee

Approved by the Bonn Federal Cartel Office on March 12, 2001, published in the Federal Gazette No. 33/2001) as of April 22, 2002,

Data protection [privacy] see [see] www.Datenschutz.interfaceforce.de

Export control:

The customer undertakes to comply with the applicable national, European and international anti-terrorism regulations as well as the national and European sanctions and export control regulations. Furthermore, the purchaser undertakes to comply with US re-export regulations (EAR) and sanctions (OFAC) with regard to the goods or technical data to which the US regulations apply. If approval from the relevant authorities is required due to the aforementioned legal basis, the customer undertakes to apply for this independently and at his own expense and to inform interfaceforce of this.

[The customer agrees to comply with all applicable national, European and international anti-terrorism regulations as well as with national and European sanctions and export control regulations. Furthermore, the customer agrees to comply with US re-export laws (EAR) and sanctions (OFAC) with respect to goods or technical data subject to these US regulations.]

1. Scope
1.1 Unless expressly agreed otherwise, orders are accepted and executed in accordance with the following sales and delivery conditions. This also applies to all follow-up orders without any special notice. Precious metal sales, repairs and assembly are subject to separate conditions.
1.2 We (hereinafter: the supplier) hereby expressly object to all of the purchaser's terms and conditions.
1.3 Agreements that deviate from these conditions should be made in writing. Verbal agreements should be confirmed in writing immediately.
1.4 These conditions apply to business transactions with entrepreneurs.

2. Offers, documents and industrial property rights
2.1 Offers are valid for a period of 4 weeks, unless otherwise stated in the offer. Subject to prior sale. A delivery obligation is only established through an express offer confirmation from the supplier.
2.2 Unless expressly stated as binding in the offer, the industry standard approximate values apply to all technical data, material information, etc. Notifications in the event of changes will only be made if a quality guarantee is affected.
2.3 All documents provided to the purchaser by the supplier remain the property of the supplier; They may not be made accessible to third parties without the prior written consent of the supplier and, if the order is not placed with the supplier, they must be returned immediately upon request in full, including any copies that may have been made.
2.4 The information contained in catalogs, brochures and other written documents must be checked by the purchaser for suitability for the planned application before acceptance and use. This also applies to the selection of suitable materials. The customer must inform himself about the possible uses of the product.
2.5 The supplier is not obliged to check the customer's information and/or specifications for accuracy and/or legal conformity; The purchaser is solely responsible for this information. This applies in particular to liability for any violation of industrial property rights.
2.6 The purchaser guarantees that the execution of the order does not involve any infringement of intellectual property rights through products provided, drawings or samples from the purchaser or third parties, carries out any defense processes at its own expense and reimburses the supplier for any associated expenses.
2.7 Drawings, drafts and discussion contributions that are created as part of consulting services provided in the course of contract negotiations are non-binding. The purchaser cannot assert claims of any kind against the supplier and his employees based on such documents or services, unless they have acted intentionally or with gross negligence.
2.8 Requested samples will be charged by the supplier based on effort.

3rd order
Orders are only considered accepted once they have been confirmed in writing by the supplier. The text of the order confirmation is decisive for the content of the contract thus concluded and the type and content of the order. The purchaser is obliged to check all parts of this and to report any deviations immediately in writing.

4. Delivery time and scope

4.1 Delivery times begin with complete technical and commercial clarification and end with dispatch or notification of readiness for dispatch. Compliance with the delivery time also requires compliance with the purchaser's obligations, in particular any payment obligations.

4.2 Changes requested by the purchaser cause the delivery time to begin again on the date of the changed order confirmation.

4.3 The supplier assumes no liability for delays in delivery due to force majeure and similar events for which he is not responsible and cannot be foreseen, such as refusal of official approvals, labor disputes, etc. Delivery deadlines are extended by the period of the hindrance.

4.4 The supplier is liable in cases of non-compliance with the delivery contract or late delivery, even after a deadline set for the supplier has expired, only in the event of intent, gross negligence or the violation of essential contractual obligations. This regulation does not change the burden of proof to the detriment of the purchaser
connected.

4.5 The purchaser's right to withdraw from the contract after the unsuccessful expiry of a reasonable deadline set for the supplier remains unaffected.

4.6 Partial deliveries are permitted as long as this is reasonable for the purchaser.

5. Place of delivery, transfer of risk

5.1 Deliveries are made from the supplier's production site at the purchaser's expense and risk. Unless the purchaser makes any specifications, the choice of shipping method is made at the supplier's reasonable discretion.

5.2 In the case of delivery without installation or assembly, the risk regarding the delivery item, even if freight-free delivery has been agreed, passes to the purchaser when the products are handed over to the purchaser, the forwarding agent or freight carrier, but at the latest when they leave our factory or warehouse. If the purchaser delays acceptance, the risk passes when the goods are ready for dispatch, even if the delay in acceptance only occurs after the goods are ready for dispatch. At the purchaser's request and expense, the shipment will be insured by the supplier against breakage, transport and fire damage.

5.3 If delivery includes installation or assembly, the risk relating to the delivery item is transferred to the company's own operation on the day of takeover.

6. Prices
6.1 All prices are ex works plus freight/postage, packaging, insurance and the applicable statutory VAT. Costs for commissioning, assembly, adjustment or similar services will be invoiced separately.

6.2 If precious metal transactions are shown separately on the invoice, the daily price valid on the day of delivery in accordance with the official stock exchange quotations generally applies.

7. Payment
7.1 Unless otherwise agreed, the agreed price is payable in EURO without deductions and free of charge within 30 days of the due date and receipt of an invoice or equivalent payment request. Risk and costs of the payment process
the customer has to bear the costs.

7.2 In the event of late payment, default interest of 8 percentage points above the base interest rate of the European Central Bank will be charged. The customer retains the right to provide evidence of minor damage.

7.3 The customer only has the right to offset claims that are undisputed or have been legally established.

7.4 Costs for security deposits, letters of credit for foreign transactions, etc. are borne by the purchaser.

8. Liability for material defects
8.1 The customer checks the products immediately upon receipt for any defects. Obvious defects must be reported to the supplier in writing within 5 working days, hidden defects within 5 working days of discovery.

8.2 Defects that are reported to the supplier in the products delivered by him within 12 months of commissioning, but no later than 15 months after the transfer of risk, will be repaired by the supplier at his own discretion or will provide a replacement, which he is entitled to do even after repeated unsuccessful improvements. The supplier must be granted appropriate time and opportunity to do this.

8.3 If the defect cannot be remedied within a reasonable period of time, the purchaser has the right to withdraw from the purchase contract or to demand a reduction in the remuneration (reduction).

8.4 For defects that could have been discovered by the purchaser with reasonable effort before installation or processing, all claims arising from liability for material defects lapse as soon as the product has been processed or installed. This does not apply if the supplier is guilty of intent, gross negligence, injury to life, body or health by its executive employees or vicarious agents, if liability exists due to a breach of an essential contractual obligation or if liability is mandatory under the Product Liability Act.

8.5 The supplier does not provide any guarantee for a specific service life of the products, particularly under difficult and previously unknown operating conditions. Claims for premature destruction are excluded.

8.6 For products that have been manufactured according to the purchaser's drawings or specifications, the supplier only assumes liability for material defects if they are designed in accordance with the specifications. Mandatory liability under the Product Liability Act as well as for intent and gross negligence remains unaffected.

8.7 The liability for material defects does not relate to natural wear and tear, to damage that occurred after the transfer of risk as a result of incorrect or negligent handling, or due to use that did not comply with the specification or contract.

8.8 Liability for material defects that do not or only insignificantly affect the value or usability is also excluded.

8.9 Recourse claims in accordance with §§ 478, 479 BGB only exist if the consumer's claim was justified and only to the extent permitted by law, but not for goodwill arrangements that have not been agreed with the supplier and require the party entitled to recourse to comply with their own obligations, in particular compliance with the obligations to give notice of complaints , in advance.

9. Liability
9.1 Claims for damages and reimbursement of expenses by the purchaser - regardless of the legal basis, including those arising from unlawful acts or for compensation for damage caused by defects or consequential defects, due to culpable breach of contractual secondary obligations or for loss of profit - are excluded. This does not apply if the supplier is guilty of intent, gross negligence, injury to life, body or health by its executive employees or vicarious agents, if liability exists due to a breach of an essential contractual obligation or if liability is mandatory under the Product Liability Act.

9.2 In the event of a breach of essential contractual obligations that is not due to intent or gross negligence and which does not involve injury to life, body, health or a quality guarantee, liability is limited to compensation for foreseeable damage that is typical for the contract .

9.3 If the customer provides material for the production of products he has ordered, this is only insured against theft by the supplier. Liability for the loss or deterioration of this material only exists in the event of intent or gross negligence on the part of the supplier.

9.4 Advice from the purchaser, in particular regarding the use of the delivery item, is only binding for the supplier if it has given or confirmed it in writing.

9.5 The legal regulations regarding the burden of proof remain unaffected.

10. Retention of Title
10.1 The delivered product (hereinafter: reserved product) remains the property of the supplier until all outstanding claims that the supplier owns or acquires from the business relationship with the customer have been paid in full. During the existence of the retention of title, neither a seizure nor a transfer of title as security or an assignment of the claim may be carried out by the purchaser without the consent of the supplier. Any seizure by a third party must be reported to the supplier immediately.

10.2 If the reserved product is processed into a new item by the purchaser, the processing is carried out for the supplier. Acquisition of ownership by the purchaser in accordance with Section 950 of the German Civil Code (BGB) is excluded. If the reserved product is processed, mixed or transformed with products that do not belong to the supplier, the supplier acquires co-ownership of the new item in proportion to the invoice value of the products delivered by him and the other products at the time of processing. The purchaser stores the new item for the supplier with the care of a prudent businessman.

10.3 The new item is considered a reserved product within the meaning of these conditions. The purchaser hereby assigns his claims from a resale of these new reserved products to the supplier in the amount of the value that corresponds to the share of the value of the reserved products in the new item in the ratio of the invoice value of the reserved products to the products brought in by another party. If the resale takes place together with other products that do not belong to the supplier at a total price, the purchaser hereby assigns his claims from the resale to the supplier in the amount that corresponds to the value of the reserved products in the entire delivery.

10.4 The purchaser also assigns to the supplier as security the claims that arise from connecting the reserved product to a property against a third party.

10.5 The purchaser is revocably entitled to collect the claims arising from a resale as part of the normal course of business. Regardless of this, the supplier has the right to collect the claims itself if the purchaser has breached his obligations under this contract, especially in the event of late payment. Upon request, the purchaser must name the debtors of the assigned claim and notify them of the assignment. The assertion of the retention of title and in particular the demand for return constitutes a withdrawal from the contract.

10.6 The supplier undertakes to release the securities to which he is entitled at his discretion at the request of the customer to the extent that the realizable value of these securities exceeds the claims to be secured by more than 10%.

11. jurisdiction
11.1 The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (UNCITRAL Convention on Contracts for the International Sale of Goods). The contract language is German.

11.2 If the purchaser is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for both parties, including for disputes in the document, bill of exchange or check process, is the supplier's place of jurisdiction. The supplier is entitled to sue the purchaser at any other legal place of jurisdiction.

12. General clause
If individual provisions of these General Terms and Conditions are invalid, they will not affect the validity of the other paragraphs. If a regulation is or becomes ineffective, the contractual partners will replace the ineffective regulation with an effective regulation that comes as close as possible to the economic and legal purpose of the ineffective regulation.

Terms and Conditions

interfaceforce eK
Owner: René Storms
Schwaighofstrasse 29a
83684 Tegernsee
Germany

1. Scope
1.1 Supply contracts shall, as far as not expressly agreed to differently, be accepted and carried out according to the following sales and delivery conditions. This also applies to all subsequent contracts without further reference. Precious metal sales, repairs and assembly are subject to special conditions.
1.2 We (hereafter the supplier) expressly contradict all commercial trade conditions of the purchaser.
1.3 Arrangements amending these conditions shall be stated in writing. Verbal agreements shall immediately be confirmed in writing.
1.4 These conditions regulate the conduct of business.
2. Sales, Sales Brochures and Commercial Protection
2.1 Sale offers, unless stated differently, are valid for a period of 4 weeks or until stocks last. The supplier is only obliged to supply after an expressly issued confirmation of the order.
2.2 In the absence of any particular reference in the sales offer, technical data, material used etc and standard values used in the trade should be assumed. Notification in the case of a variation will only be given when the product integrity warranty is affected.
2.3 All documentation provided to the customer by the supplier remains the property of the supplier. It should not be made available to third parties without the prior written permission of the supplier. If an order is not placed with the supplier and if requested by the supplier, all documentation including any copies that may have been made must be returned to the supplier without delay.
2.4 It is the responsibility of the purchaser to check all data contained in catalogs, sales brochures and published documentation that the intended application is suitable and appropriate, before acceptance and use. This also applies to the choice of suitable materials. The purchaser must ensure that the use of the product is appropriate.
2.5 The supplier is not duty-bound to check the correctness and/or legal conformity of the requirements and/or assumptions of the purchaser, as this is the sole responsibility of the purchaser. This applies in particular in the case of possible litigation for a breach of commercial protection laws.
2.6 The purchaser guarantees that the execution of the contract does not result in any breach of commercial law by the use of components, drawings or samples supplied by the purchaser or third parties. The purchaser will conduct any possible

defense procedures at his own expense and will compensate the supplier for any expenses resulting from such action.
2.7 Drawings, developments and discussion papers, which are generated in the course of contractual negotiations, are not binding. The purchaser cannot make demands based on such documents or services given by the supplier or his agents, except in the case of culpable intent or gross negligence.
2.8 Requested samples shall be billed by the supplier according to expense incurred.

3. Contract Order
Orders constitute a valid contract only after written confirmation from the supplier. The extent of the contract, thus generated, is determined by the actual text of the confirmation. The purchaser is obliged to check all relevant details and draw attention to any discrepancy in writing.

4. Delivery Period and Extent
4.1 The delivery period starts when all technical and commercial questions have been resolved and terminates with the dispatch or the notification of dispatch. Keeping to delivery schedules assumes the keeping of obligations by the purchaser, particularly in respect to payments.
4.2 Purchaser initiated amendments to the supply contract cause the delivery schedule to recommend with the date of the revised confirmation of the order.
4.3 The supplier does not accept responsibility for any delivery delays in respect to acts of God or events not caused or predicted by the supplier, such as non-issue of permits by government instrumentalities, strikes etc. Delivery schedules are extended by the extent of the difficulty.
4.4 The supplier accepts liability for not maintaining the delivery schedule or for delayed delivery, including delivery scheduled by the supplier only in the case of wilful intent, gross negligence or a breach of essential contractual duty – see definition of essential contractual liability Para. 9.2. However, this implies no change in the requirement of proof at the disadvantage of the purchaser.
4.5 The right of the purchaser to cancel an order after the passing of an appropriate delivery deadline agreed to by the supplier is not affected.
4.6 Part delivery is deemed acceptable at minor inconvenience to the purchaser. 5. Point of Delivery, Risk Transfer

5.1 Delivery is affected from the place of production or store of the supplier at the expense and risk of the purchaser. The means of delivery is chosen at the discretion of the supplier according to usual practice, unless the purchaser has made a particular request.
5.2 In the case of delivery without any installation or erection, the risk in respect of the delivered items, even if free delivery had been agreed to, transfers at the point of acceptance of the purchaser, transport company or transport driver, or at the latest at the point of leaving the factory or store. If acceptance by the purchaser is delayed, the risk is transferred at the point of readiness to deliver, even if the delay of acceptance occurs after readiness to deliver. The supplier may insure delivery

against breakage, transport or fire damage at the request and at cost of the purchaser.
5.3 In the case of delivery with installation or erection, the risk in respect of the delivery transfers to the purchaser on the day of acceptance or no later than the day of commissioning by the purchaser. Acceptance shall be deemed to have occurred unless the purchaser has expressly refused acceptance within 14 days after the request.

6.Prices
6.1 All prices are ex store, freight/postage, packing, insurance and the respective applicable VAT are added that may legally apply for commissioning, installation, adjustment and similar services, which are listed separately on the account.
6.2 In the case of precious metals, the official stock exchange day trading rate on the day of delivery will be invoiced.

7. Settlement of Accounts
7.1 The agreed price is to be paid in full in EURO within 30 days of receipt of the account or equally valid request of payment, unless other arrangements have been agreed to. Risk and payment costs are born by the purchaser.
7.2 In the case of late payment, an additional 8 percentage points over and above the base rate according to Para 247 of the Federal Civil Code (BGB) is added to the account.
7.3 The purchaser has the right to withhold or add charges only in the case of indisputable or legally determined demands.
7.4 Costs incurred to ensure credit, letters of credit in dealings with foreign countries or similar are at the expense of the purchaser.

8. Warranty for Material Defects
8.1 The purchaser should check goods immediately after receipt for possible defects. Obvious defects should be reported to us in writing within 5 working days after acceptance and hidden defects within 5 days of discovery of the defect.
8.2 The supplier has the discretion to repair or replace defects, which are reported to the supplier within 12 months after commissioning but not later than 15 months after delivery. This discretion is not waived even after repeated unsatisfactory repairs. The supplier must be given appropriate time and access to affect repairs. The supplier must be given appropriate time and access to affect repairs.

8.3 The purchaser has the right to rescind the purchase order or demand a price reduction (decrease in the order value), if the defect cannot be repaired in an appropriate period of time.
8.4 In the case of defects, which could have been determined by the purchaser with little inconvenience before inclusion or use, all under warranty claims for defective materials are voided as soon as the product is included or used. This does not apply if the supplier, leading employee, consultant or contractor is guilty of culpable intent, gross negligence or injury to life, body or health or a liability for the breach of a major contractual duty (see Para 9.2) or of a mandatory product liability exists.
8.5 No warranty claims will be accepted for a predetermined life of products especially under extreme or unknown operating conditions. Claims for the premature failure of the product are excluded.
8.6 In the case of products which were manufactured to customer drawings and specifications, supplier warranty for materials defects only extends to include compliance with the specification. Legal liability according to the product liability laws as well as liability for intentional and gross negligence is not affected.
8.7 The warranty for material defects does not cover normal wear and tear or damage caused after risk transfer by faulty or negligent use or inappropriate use outside the specifications or contractual utilization.
8.8 Material defects, which reduce the value or the usability only minimally or not at all, a liability is excluded.
8.9 Rights to referred warranty provisions according to §§ 478, 479 of Federal Civil Code (BGB) only allow the consumer to make claims within the scope of the legislation and do not regulate the understanding of good will provisions with the supplier and assume that any party with referred warranty rights will duly observe their duty, in particular the duty to report defects.

9. liability
9.1 All claims for damages and compensation of the purchaser are excluded – whatever the legal basis, including claims as to illegal action or material defect or damage caused by the defect, or culpable neglect of associated contractual duties or the loss of income. This does not apply if the supplier, leading employee, consultant or contractor is guilty of culpable intent, gross negligence or injury to life, body or health or a liability for the breach of a major contractual duty or of a mandatory product liability exists.
9.2 In the case of a major breach of contractual liability, which does not involve intent or gross negligence and which does not involve an injury to life, body or health or the product integrity warranty, the liability shall be limited to compensation to the extent of assessable damage, which is typical in these contractual contexts. Essential contractual duties are those duties where failure to comply endangers the purpose of the contract, ie significant late compliance, not just insignificant failure to cooperation and communication or not insignificant duties which are essential to the success of the contract purpose.
9.3 Materials, which the purchaser is supplying to the supplier for the manufacture of products ordered by the purchaser, are only insured against theft. The supplier is liable for the loss or deterioration of such goods only in the case of intent or gross negligence.
9.4 Advice given to the purchaser by the supplier, particularly as to the usage of products, is binding only if given or confirmed in writing.
9.5 The legal requirements as to the need of proof are not affected.

10. Joint Ownership
10.1 The delivered product (hereafter the joint product) remains the property of the supplier until paid in full and all due demands, which the supplier derives from the business relationship with the purchaser, have been met. During this period of the joint ownership no seizure, nor transfer nor ceding of the demands from the purchaser without the express permission of the supplier may take place. The supplier is to be notified without delay in case of a seizure by a third party.
10.2 If the purchaser processes the joint product into a new product, the processed article remains the property of the supplier. Ownership by the purchaser is excluded under Federal Civil Code (BGB) § 950. By processing, mixing or reconstructing the joint product with other products, not the property of the supplier, the supplier gains a share in ownership of the resultant product in proportion of the monetary value of the product, delivered by the supplier, together with other component products at the time of processing. It is the duty of the purchaser to store and control the resulting product with appropriate care.
10.3 Therefore, under these conditions, the resultant product is treated the same as the joint product. In the case of a sale of the resultant joint product, the purchaser reduces his claim on the product value by the amount proportional according to the purchase value of the joint product of the supplier in respect to all other products contained in the resultant product. In the case of the sale of the resultant product, together with other components not owned by the supplier for a total all-inclusive price the purchaser shall pay the supplier the proportion of the total price that represents the share of the supplier.
10.4 The purchaser also accedes to a claim of the supplier in respect of any third party, if the joint product is incorporated in real estate property.
10.5 The purchaser is empowered, unless the power is revoked, to satisfy claims resulting from the resale in the course of normal business transactions. Furthermore, the supplier has the right to independently seek an order, if the purchaser has not fulfilled his contractual duty, in particular to settle due accounts on time. The purchaser is obliged to name, if requested, the debtors of outstanding claims and show the amounts owed. Making a claim on the reserved ownership goods and in particular a demand to transfer same constitutions in case of doubt a contract cancellation.
10.6 The supplier undertakes upon request by the purchaser to release the purchaser from any obligation to accede to claims of the supplier exceeding 10% of the actual value of the goods.

11. Legal Venues
11.1 The laws of the Federal Republic of Germany are exclusively valid, excluding UN Commercial Laws (UNCITRAL-Commercial Laws). The contract language is German.
11.2 In the case of the purchaser being a purchasing agent, a legal representative of the public instrumentality or utility, also for all disputes involving documents, exchange and check transactions, the legal venue for both parties is the local court of the supplier. The supplier has the right to take legal action against the purchaser in any other legal court.

12. General Clause
Invalidation of any one of the clauses in this contract does not affect the validity of

other paragraphs. Should a clause be or become ineffective, the contractual parties to this contract shall endeavor to replace the ineffective clause with a new agreed clause, to reflect as fully as possible the commercial and legal purpose.