GENERAL SALES AND SERVICE PROVISION CONDITIONS

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The following Terms and Conditions (T&C) apply to all submitted purchase orders of MACNICA ATD EUROPE´s Customers and in addition to the Convention on international sale of goods (CISG). In the event of an inconsistence between CISG and the following T&C the T&C shall control.

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1. ORDERS AND ACCEPTANCE. Customer may place orders for products by online order via MACNICA ATD EUROPE´s website, by letter, faxing or by email. The order shall include the product´s correct appellation, quantity, applicable price, requested delivery date, bill-to and ship-to address, special shipping and special order handling instructions (if any). Any purchase order issued to MACNICA ATD EUROPE by Customer is an offer by Customer to MACNICA ATD EUROPE and shall for conclusion of a contract be subject to written acceptance by MACNICA ATD EUROPE.

2. PRICES. Orders will be filled at the prices stated in Customers order if accepted by MACNICA ATD EUROPE. In the event of a discrepancy the accepted price is applicable unless Customer contradicts within 3 days after receiving the acceptance.

3. DELIVERY. MACNICA ATD EUROPE will endeavor to ship ordered items within the announced delivery period, but is not liable for delays, caused by suppliers or other reasons outside MACNICA ATD EUROPE´s sphere of influence. Alternative agreements relating the time of delivery can be expressly stipulated. Unless otherwise specified, all orders will be shipped FOB MACNICA ATD EUROPE´s suppliers shipping dock as the term is defined in INCOTERMS 2000.

4. QUANTITIES. Shipments will equal exact amount ordered. The count reflected on MACNICA ATD EUROPE´s Air Way Bill will be accepted as final and conclusive on all shipments unless Customer adduces an unpartisan proof for falsity of this bill.

5. CHANGES AND CANCELLATIONS. Accepted orders cannot be changed or cancelled by Customer without MACNICA ATD EUROPE´s written declaration of consent. Costs caused by changes or cancellations shall be paid by the Customer.

6. WARRANTY. MACNICA ATD EUROPE as a distributor extends the implied warranty provided by law for the stipulated condition of the products for a maintenance period of one year. MACNICA ATD EUROPE does not issue any further guarantees. The manufacturer is responsible for and will make good any defects in workmanship and or materials covered by this purchase order during warranty period. If a product purchased under this T&C does not operate as warranted above, Customer´s sole remedy for breach of that warranty shall be repair, replacement or refund of the paid price at MACNICA ATD EUROPE´s choice to the full extend allowed by law. MACNICA ATD EUROPE shall not be liable under this warranty if the alleged defect was caused by misuse, neglect, improper installation or any cause beyond the range of the intended use, or accident, fire, lightning, other hazards, power cuts or outtakes.  

7. CONFIDENTIALITY. MACNICA ATD EUROPE and Customer each agree that all information disclosed by the other for purposes of any purchase order shall be held in confidence and used only in performance of the purchase order.

8. TAXES. Except for taxes based on MACNICA ATD EUROPE´s income, taxes and excises, if any, shall be paid by the Customer. Customer will issue any legal confirmation or document with reference to the purchase order to MACNICA ATD EUROPE.

9. BANKRUPTCY. In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Customer, or in the event of Customers declaration of inability to pay MACNICA ATD EUROPE may cancel any unfilled part of this order without any liability whatsoever on MACNICA ATD EUROPE´s part.

10. PAYMENT. Upon approved credit, payment terms shall be net 10 days from invoice date. In the event of doubts concerning Customers ability or intention to pay MACNICA ATD EUROPE is allowed to claim payment prior to shipment or manufacture of the ordered products.

11. LIMITATION OF LIABILITY. MACNICA ATD EUROPE is not liable for any damages caused by use of the product or in execution of the purchase order unless the damage is caused by MACNICA ATD EUROPE or its factors, servants or assignees intentionally or though gross negligence. In case of gross negligence the liability shall not exceed the price of the products purchased by Customer during the last 12 months including this purchase order and it shall not exceed the amount of damages that was foreseeable by MACNICA ATD EUROPE when accepting the order.

12. MODIFICATIONS. These T&C plus the purchase order contain the entire agreement between Customer and MACNICA ATD EUROPE with respect to the subject matter. Unless otherwise agreed to in writing, purchase orders shall be subject to these T&C. In the event of a conflict between a purchase order and these T&C, the purchase order shall control. In Addition, no agreement or other understanding in any way modifying the T&C shall be binding unless made in writing and signed by an authorized representative of the party bound.

13. FORCE MAJEURE. Neither party shall be liable to the other party for any failure to perform any of its obligations hereunder (other than the payment of money) resulting from acts of the other party, earthquake, fire, flood, epidemic, strike, labor trouble, war or any comparable force majeure risk.

14. INTERPRETATION / JURISDICTION. This agreement shall be governed by German law. Exclusive place of jurisdiction shall be Ingolstadt, Germany to the full extend allowed by law.

15. SALVATORY CLAUSE. Should any part of this agreement be or become invalid for any reason, it is to be replaced with a corresponding text, which is valid and, as far as legally possible, equivalent to the intended meaning. If this is not possible, CISG shall in this point be applied. The rest of the agreement shall remain unaffected and valid.