Standard Terms and Conditions
INNO International GmbH Current as of July 2012

§1 Scope

The following standard terms and conditions shall be applicable for all business transactions between us, INNO International GmbH (“INNO”) and you as customer. The customer’s standard terms and conditions are hereby expressly rejected. Upon placement of the order the customer accepts the following standard terms and conditions from INNO.

These standard terms and conditions apply exclusively to entrepreneurs (§14 of the German Civil Code (BGB).

§ 2 Formation and Conclusion of the Agreement
The order placed by the customer only represents an offer to conclude a purchase agreement. Whether or not the order is accepted is within INNO’s absolute discretion. We shall accept the order by sending an order acknowledgment to the customer within two weeks’ time or at the latest by shipping the goods to the customer. Only upon dispatch of the order acknowledgment or the ordered goods shall a purchase agreement be concluded.

This shall also apply even if you have already remitted or authorized payment of the purchase price before the agreement has been concluded because of your chosen payment method. If, in such a case, we do not accept your order or the agreement is otherwise not concluded, we shall refund your prepayment without undue delay.

If your order contains several items, an agreement shall only be concluded for those items expressly specified in our order acknowledgement or that have been dispatched to you where there has been no express order acknowledgement.

§ 3 Retention of Title
We shall reserve title in all goods sold until full payment for all of our current and future receivables from the purchase agreement and an ongoing business transaction (secured debt) has been received.

The goods subject to a retention of title may not be pledged to any third party or transferred as security before full payment for the secured debt has been made. The customer must promptly notify us in writing, if and to what extent a third party has asserted a claim to goods belonging to us.

In the event of a breach of contract by the customer, especially defaulting on payment of the purchase price due and owing, we shall be entitled according to legal provisions to rescind the agreement and demand a return of the goods based on retention of title and rescission. If the customer defaults on paying the purchase price due, we may only assert these rights, provided that we have granted the customer a reasonable period of time to cure the default and the customer has not done so, or such a period for cure may be dispensed with according to legal provisions.

During the ordinary course of business the customer is authorized to resell and/or process the goods subject to a retention of title. In such as case the following provisions shall also apply:

(a) Retention of title shall extend to the full value of manufactured items created by processing, mixing or combining our goods, whereby we shall be considered the manufacturer. If goods are processed, mixed or combined with goods belonging to others who have retained title therein, then we shall acquire joint ownership proportionate to the invoice value of the processed, mixed or combined goods. Incidentally, the same shall apply to the manufactured item created as applies to goods delivered subject to retention of title.

(b) The customer shall herewith completely, or to the extent of any possible joint property share pursuant to the previous subsection, assign to us as security any receivables from third parties arising from the resale of the goods or the manufactured item. We hereby accept the assignment. The customer’s obligations specified in Section 2 herein shall also apply in consideration of the assigned receivables.

(c) In addition to us, the customer shall remain authorized to collect its receivables. We promise not to collect on receivables as long as the customer continues to satisfy its payment obligations to us, does not default on payment, no petition for the commencement of bankruptcy proceedings is filed, and there is no other dearth of performance. If this, however, is the case, then we may demand that the customer discloses the assigned receivables and the debtors to us, provide all requisite information for collection, deliver attendant records and inform the (third-party) debtors about the assignment.
(d) If the realizable value of security exceeds our receivables by more than 10%, then upon customer request we shall release the security interests of our choosing.

§ 4 Prices and Shipping Charges
The prices specified in EURO shall be applicable according to the respectively current price list at the time of the order. All prices include the respectively legally applicable value-added tax and do not include shipping charges, which are dependent upon the mode of transport, location of delivery, and size and weight of the goods ordered by you.

If we have accepted the express means of delivery as requested by the customer, then we shall be entitled to charge for costs accruing therefor. This shall also apply to any cargo or freight insurance requested by the customer.

§ 5 Terms of Payment
Payment of the purchase price must be made in advance or using SEPA direct debit.

The customer may only withhold payment, if the customer’s claim has been judicially determined, res judicata, or is otherwise not in dispute.

§ 6 Terms of Delivery
Goods shall be promptly shipped after order acknowledgement.

The anticipated delivery time will be indicated in the order acknowledgement for customized goods or for goods that are to be shipped outside of the country (Germany).

INNO’s obligation to deliver is subject to the condition precedent of itself receiving proper and timely delivery and it not being responsible for any unavailable quantities or items. If goods are unavailable, you will be immediately notified and refunded any prepayment made without undue delay.

Hindrances that are unavoidable even we when use reasonable measures of precaution (e.g. industrial actions, breakdowns, procurement delays, government intervention, etc; even affecting our suppliers) shall reasonably extend contractually stipulated delivery dates in addition to any reasonable time needed to reinitiate efforts. If the delivery is delayed by more than 2 months because of the aforementioned hindrances, then the customer may rescind all or part of the agreement. If delivery is made permanently impossible or unreasonable for us by virtue of such events, for which we are not liable, then correspondingly we may also rescind the agreement. We will make partial or installment deliveries upon customer request and charge for shipping. We may, at our discretion, make partial or installment deliveries and not charge for shipping.

§ 7 Warranty
Warranties are based upon legal provisions. The customer may not assign any warranty claims.

If goods are defective or nonconforming, INNO shall at its discretion either repair or replace (“Cure”); if attempts at Cure should fail, the customer may abate the purchase price or rescind the agreement. INNO shall bear the costs associated with substitute delivery, provided that these costs do not increase, because the goods are tendered at another location other than the original place of performance. Upon conforming substitute delivery, the customer shall promptly return the originally delivered goods to INNO at INNO’s cost and expense.

The warranty period shall be for twelve months.

§ 8 Limitation of Liability
The customer shall have no right to recover damages. This limitation does not include customer damages claims premised on death, personal injury, harm to health or from the breach of material contractual obligations (cardinal obligations) as well as liability for other damage or loss attributable to an intentional or grossly negligent breach of an obligation by INNO, its legal representatives, or its agents. Material contractual obligations are those, which are required to satisfy the intent and purpose of the agreement.

In the event of a breach of a material contractual obligation INNO shall only be held liable for direct and foreseeable damage or loss, if this was proximately caused by simple negligence, unless this concerns customer damages claims premised on death, personal injury or harm to health.

The limitations specified in the previous paragraphs shall also apply for the benefit of INNO’s legal representatives and agents, if claims are asserted directly against them.

The provisions contained in the German Products Liability Act shall not be affected.

§ 9 Data Protection and Privacy
Upon the initiation, execution, processing and unwinding of a purchase agreement INNO shall collect, save and use data and information within the scope provided for by law.

Data and information shall only be used to process orders. We only pass your information on to the shipping company commissioned by us to the extent necessary for delivery.

Personal data given to us shall only be saved until the purpose for which it was entrusted to us has been satisfied. Duration times for the storage of certain data and information can last up to 10 years, if commercial and tax law provisions require saving information.

The customer hereby expressly assents to the collection, processing and use of the customer’s person data.

§ 10 Governing Law and Venue
Only German law shall be applicable, excluding therefrom the United Nations Convention on Contracts for the International Sale of Goods (CISG), even if the customer has its domicile outside of Germany. If the customer is a merchant, a public law legal entity or a special public law trust or estate, the parties agree that legal venue shall be the court(s) having in personam jurisdiction over INNO where it has its registered office. We are, however, also entitled to institute an action where the customer is domiciled or has its registered office.

§ 11 Miscellaneous Provisions
Verbal ancillary agreements shall not be valid. Different or additional terms and conditions as well as amendments to this agreement including this covenant requiring written form shall only be valid and enforceable, provided that they have been agreed to in writing and have been expressly characterized as an amendment or addition.

If any term or provision hereof is, or is held to be, invalid or unenforceable, in part or in whole, this shall not affect the validity and enforceability of the remaining terms and provisions herein. In lieu of the invalid or unenforceable term or provision, a valid and enforceable term or provision shall be deemed applicable and agreed to, which comes closest to the commercial purpose intended by the parties with the invalid or unenforceable term or provision.

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