Hotline: +49 7731 922 000


Project Z GmbH

Obere Giesswiesen 11-13
78247 Hilzingen

CEO: Oliver M. Roettcher
Registered Office: Hilzingen, Germany
Registry Court Freiburg i.Br. - HRB 703827

Phone: 07731 922 000
Fax: 07731 922 033

Conditions of Sale and Delivery

04 / 2013

1. Applicability

All our deliveries, services, offers and order confirmations are exclusively on the basis of these Business Conditions.
This applies also to all future transactions with the customer, even when we do not specifically mention the applicability of
these conditions. Any conditions of the customer that deviate from these terms are invalid.

2. Conclusion of contract, general

2.1 Our offers are non-binding. In order to be valid, a contract between Project Z and the customer requires a written order
confirmation from Project Z. The submission of an invoice has the effect of an order confirmation.
2.2 We reserve the right to change the construction and the shape of our products, insofar as this is reasonable since such
changes will result in a technical or economic improvement.
2.3 We reserve all property rights and copyrights on drawings, plans and other documentation concerning our products.
Without our express written permission, these may not be made accessible to third parties.
2.4 All offers and documentation that do not result in an order must be returned to us immediately.

3. Delivery times, delayed delivery

3.1 The delivery period – whether stated or agreed – for standard products from a valid price list commences only when all
technical questions have been resolved, all documentation to be submitted by the customer (e.g. drawings, plans, releases,
specifications) has been received and any other cooperation on the part of the customer has been given.
3.2 Delivery times are prolonged in a reasonable manner in the case of any operative disturbances beyond our control such as
strikes, lock-outs, or delays in supplies. In such cases, after a reasonable period of extension, the customer is entitled to
rescind the contract. In such a case, no claims for damages are permitted. If the operative disturbances beyond our control
continue for longer than eight weeks, we have the right to rescind the contract, without being liable for any claims for damages.
3.3 If we are in default concerning delivery, we are liable, insofar the customer can prove his claim, to maximum of 0.5 % of the
net price for each week of default, but up to a maximum of 5 % of the net price of the part of the delivery concerned. This liability
limitation does not apply in cases of deliberate intent or gross negligence.
3.4 In response to our request, the customer must state, within a reasonable period, whether he wishes to rescind the contract,
or whether he insists on delivery.

4. Delivery, Transfer of risk, Default of receipt

4.1 Partial deliveries are permitted insofar as ac-ceptance can be reasonably expected from the customer.
4.2 Deliveries take place ex-works our nominated warehouse (EXW, Incoterms 2010).
4.3 Apart from cases of liability, any returned mer-chandise is accepted only as debt by speciality. If we take back merchandise
on the grounds courtesy, we charge the costs of this and the costs of disposal as an overall sum of 10 % of the net invoice value.
4.4 In the case of delivery being refused, we are entitled to charge the customer a storage charge of 0.5 % of the gross price for
each month or part of a month with a maximum of 5 % of the gross price. The parties reserve the right to prove higher or lower costs.
This applies likewise in the case that the collection or delivery of the merchandise is delayed because of the wish of the customer.
We reserve the right to prove additional damages for default of acceptance.

5. Prices

5.1 All prices stated include packaging costs. The prices stated in our prospectuses are non-binding refer-ence prices, excluding VAT.
5.2 Our prices are non-binding. They are calculated taking into account the costs of wages and materials and the general costs at
the time the order is placed. If these costs should rise demonstrably within six weeks of the conclusion of the purchase/sale contract and
the delivery, we shall be entitled to raise the prices in keeping, unless we are in default of delivery or the increase in costs was
foreseeable at the time the contract was concluded.
5.3 Prices or price reductions given verbally require our written confirmation, unless such prices/reductions were given verbally by a
Director or an authorised clerk.
5.4 In case of order cancellation we are entitled, to claim a cancellation fee. Such fee amounts to minimum 10% of the order value.
If respective products or components for the products are already in stock, we are entitled to claim the full costs.

6. Payment

6.1 The customer has no right of retention of payment or of settlement of payment against counter claims, unless such are legally
determined, recognised and undisputed, or unless a notice of defect has been submitted and the justification of this is undisputed.
6.2 We reserve the right to demand an advance payment or the lodging of security if we become aware of circumstances that reduce
the creditworthiness of the customer. If the customer has made an incorrect statement concerning the facts that determine his
creditworthiness, we are entitled to rescind the contract, unless the customer makes an immediate advance payment.
6.3 If the circumstances referred to under 6.2 occur, or in the case of default of payment on the part of the customer up to a sum of
EUR 5,000.00, we reserve the right the revoke all the payment terms offered and to declare all outstanding claims immediately payable.
6.4 Insofar as we grant any payment rebates, this is subject to our payment conditions being met in full. We reserve the right to
settle any payment rebates against claims on future orders.
6.5 We are entitled to demand the lodging of security for orders, if the order cannot be insured by our trade credit insurance.
If in any case a demanded security fails to appear, we have the right to allocate/ deduct other deposit payments which we may have
received before for such security.

7. Retention of title

7.1 All merchandise delivered remains our property until all our claims ensuing from our entire commercial relations with the
customer have been settled. The customer is authorised to sell, to connect or to install the merchandise within the normal course
of business (reserved merchandise), but not to mortgage it or to give it in security. In the case of any deterioration of the financial
situation of the customer, we reserve the right to prohibit the sale, connection or installation.
7.2 Any sale may take place only on the condition that the customer (retailer) reserves his right to the property until his customer
has complied in full with his financial responsibilities with respect to the reserved merchandise (simple title retention). The customer
surrenders in advance all monies accruing to him from the resale up to the sum of our claim.
7.3 The customer is entitled to collect the surrendered monies. This right to collect is revoked in the case of default of payment
or in the case of a considerable worsening of the financial position of the customer. In such cases, we reserve the right to inform the
final customer of the cession of the receivables and to collect these. In order to assert our claim to the surrendered receivables, the
customer must give the necessary infor-mation and must allow the verification of this information. In particular, the customer must
submit on request a detailed list of his trade receivables with the name and address of the debtor, the amounts of the respective
receivables, the invoice data etc. and, for verification, the customer must allow access to his offices.
7.4 If the reserved merchandise has been linked to a new item, or been mixed with another item by the customer, we will do this
for the customer, but without any obligation. As a consequence of such linking or mixing, the customer does not acquire the
ownership of the new item. In the case of linking or mixing with items that are not our property, we acquire co-ownership of the
new item according to the invoice value of our reserved merchandise compared with the total value.
7.5 The customer is obliged to inform us without delay in case of any suspension of payments, any considerable worsening of
his financial situation, or any attachment. The names and addresses of the creditors must be given. The customer shall pay all
the costs incurred in order to reverse the seizure of the creditor and to reacquire the merchandise.
7.6 If the customer is in default of payment for a considerable partial sum or if there is a considerable worsening of his financial
position, in particular if insolvency procedures have been initiated concerning his property, we reserve the right to demand
restitution of the reserved merchandise. The demand for restitution signifies a rescission of the contract. In such a case, it is not
necessary to set time limit for the restitution. Also in the case of a rescission of the contract, we reserve the right to claim damages.
7.7 The customer stores the reserved merchandise for us free of charge, he is not entitled to claim any right to warehouseman’s lien.
He is obliged to insure the merchandise adequately for normal risks, such as fire, theft and water damage, as well as for transport
damage. He herewith cedes to us any claims to damages against third parties that accrue to him following any such incidents up
to the sum of the invoice value of the merchandise.

8. Guarantee

8.1 There can be no guarantee claims on the grounds of insignificant defects.
8.2 The customer must check the delivered merchan-dise immediately and must inform us without delay of any obvious defects in matter
and in number, at the very latest 14 days after the transfer of risk. Also in the case of defects that are not obvious, a notice of defect must
be given without delay after the defect has been discovered, at the very latest within seven days. The time limits on notices of defect apply
equally to direct deliveries to third parties indicated by the customer. Also in such cases, the customer must ensure that a timely notice
of defect is given.
8.3 In respect of a guarantee we have, at our discre-tion, the right and duty to choose between a free-of-charge repair within a reasonable
period, up to three times, or to deliver a new item, insofar as the defect has occurred within the statutory period of limitation and a notice of
defect has been submitted after discovery without delay, subject to the cause of the defect having occurred before the transfer of risk. In such
a case, the burden of proof rests with the customer. If the repair does not succeed, the customer is entitled to rescind the contract, without
prejudice to claims to damages according the stipulations under 9, or to a reduction in the remuneration.
8.4 Claims in respect of defects lapse after a period of one year. This does not apply insofar as the Law prescribes a longer period of
limitation, or in cases of injury to life and health in the case of intention or gross negligence on our part or in the case of a wilfully deceptive
concealment of a defect. This is without prejudice to the legal regulations concerning time limit restraints, other restraints or the imposition
of new time limits.
8.5 Customers are not entitled to any claims based on the costs incurred in any repair work; in particular the costs for transport, mileage
and labour costs are excluded, insofar as the costs are higher because the merchandise has been transported to a location other than the
premises of the customer.
8.6 Claims of recourse against us exist only insofar as the customer has not made agreements with his own customer that exceed the
legal claims in respect of defects. Furthermore, the stipulation under 8.4 applies likewise to the size of the recourse claim of the cus-tomers.
8.7 For compensation claims, see the stipulations under 9. The customer is not entitled to any guarantee claim exceeding what is stated
in the stipulations under 8 and 9.
8.8 If a notice of defect submitted by the customer is culpably wrong, we reserve the right to claim restitution of all costs we might have
incurred and compensation for all damages we might have suffered.

9. Indemnification

9.1 No claims for indemnification in respect of damages and costs of the customers (indemnification claims) are permitted for any reason
whatsoever, in particular not on the grounds of breach of duty concerning the contractual obligations or of unlawful acts.
9.2 The exclusion of liability referred to under 9.1 is not valid if we are nevertheless liable according to law, in cases of intent, gross
negligence, because of injury to life or health, or in the case of breach of important contrac-tual obligations. Contractual duties are considered
to be important, primarily when their fulfilment makes possible the proper execution of the contract and the customer may trust in their regular
fulfilment. However, in the case of breach of important contractual obligations we are liable only for the contractual, foreseeable claims, unless
there is a question of deliberate intent, gross negligence or injury to life or health. These rules do not imply a modification to the burden of proof
to the disadvantage of the customer.
9.3 Claims for damages due to material deficiencies (under 8) expire in accordance with the stipulation under 8.4.

10. Place of jurisdiction, Applicable Law

10.1 The place of jurisdiction for all disputes arising from the contract is the registered office of Project Z, Germany.
10.2 This contract is subject to German material and procedural Law. The application of the United Nations Convention on Contracts for the
International Sale of Goods (CISG) does not apply to this contract.