Appendix
BUG 3/2/20 Basic Feed Unit 53
Baumüller Nürnberg GmbH 5.96064.02
8.3 Conditions of Business and Delivery
1. Scope
1.1 Deliveries and performance provided by Baumüller and offers made by Baumüller are
exclusively and completely subject to these general terms and conditions (from now on re-
ferred to as ''these terms"). Unless a mutual agreement has been made which differs from this
statement, these terms also apply to future business relationships.
1.2 If a customer places an order with Baumüller, this implies that these terms are accepted. Any
counterconfirmations made by persons or legal persons placing an order with Baumüller with
reference to their own general terms and conditions or their terms and conditions of purchase
are thereby objected to.
1.3 Supplements or modifications to these terms require written consent from Baumüller in order
to take effect.
2. Offer and Copyright
2.1 Offers made by Baumüller are subject to confirmation and not binding. Supplements,
modifications or ancillary agreements require written consent from Baumüller in order to take
effect.
2.2 Any pictures, drawings, measures, weights or other performance specifications are only
binding if this is explicitly stipulated in writing. Drawings, dimensional drawings and descrip-
tions of projects are subject to the copyright of Baumüller and must neither be copied nor re-
vealed to third parties without prior written consent from Baumüller. Baumüller reserves the
right to demand that these objects are immediately returned to Baumüller if they are not used
for orders to Baumüller.
2.3 The purchaser must not use any process engineering knowledge revealed to him in his
business relationship with Baumüller for his own purposes and must not reveal that knowl-
edge to third parties. Any violation of this condition makes the purchaser (violator) liable for
damages of an amount of DM 70,000.
3. Scope and Term of Delivery
3.1 The deadlines and terms specified by Baumüller are not binding unless explicitly specified
otherwise in a written agreement.
3.2 The delivery term begins at one of the points in time listed below:
− Date of confirmation of order
− Date on which the purchaser meets all of the technical, commercial or other
prerequisites he is obliged to meet
− Date on which a downpayment or security required prior to delivery of the
merchandise is furnished by the purchaser
− If the stipulated downpayments to Baumüller are made delayed, the delivery term is
extended proportionally.
3.3 Baumüller has the right to make partial deliveries and provide partial performance and to issue
partial invoices for these deliveries or performance at any time of their choice. Excess volume
or short deliveries up to 5% of the delivery quantity are permitted. The amount charged is cal-
culated according to the delivery quantity.
3.4 Baumüller is not responsible for delayed delivery or performance or the inability to deliver or
perform due to acts of god or force majeure or other events which make it impossible or more
difficult for Baumüller to deliver - e.g. war, problems in the provision of materials which arise
after the time the offer has been made, malfunctions, strike, lockout, personnel shortage,
shortages of means of transportation, instructions issued by the authorities etc. which occur at
suppliers of Baumüller or their sub-suppliers. Therefore, Baumüller has the right to postpone
deliveries or performance by the duration of the problem plus an appropriate startup time and
Baumüller also has the right to withdraw from the contract partially or completely. If the prob-
lems persist for more than 3 months the purchaser has the right to withdraw from that part of
the contract which has not yet been fulfilled after having fixed an appropriate extension of the
time limit.
3.5 The deadline is considered to have been met if the object to be delivered leaves the storage
facility on the fixed date or if the purchaser is informed of its availability for shipment on the
fixed date.
3.6 Baumüller or subcontractors of Baumüller will install and assemble the delivered objects
exclusively subject to conditions and terms separately agreed upon not later than 4 weeks
before delivery.
4. Passage of risk, acceptance, packing
4.1 Delivery is made free carrier (FRC, lNCOTERM 1980). The goods are packed at the discretion
of Baumüller at the costs of the customer. The risk is passed to the customer as soon as the
consignment has been handed over to the person carrying out the transport or has left the
store.
4.2 If the shipment is delayed or becomes impossible due to reasons for which Baumüller is not
responsible, the risk is passed to the customer with the notification of readiness for shipment if
the delivery is stipulated to be carried out upon call-forward notice, the goods are regarded as
called off at the latest one year after the date of order.
4.3 Special acceptance conditions must be defined at conclusion of the contract at the latest. The
acceptance test has to take place in the works of Baumüller. The costs for the acceptance test
will be charged to the customer. If the customer omits the acceptance test, the goods are re-
garded as delivered as stipulated when they leave our works.
5. Prices and terms of payment
5 1 The prices stipulated by Baumüller in the order confirmation plus the respective legal value
added tax apply. Additional deliveries and services will be separately invoiced. The prices are
valid ex works or store excluding packing.
5 2 If not otherwise agreed upon, the prices stipulated in the order confirmation are binding for 30
days only.
5 3 Payments shall be made in cash without any deductions free paying office of the vendor in the
currency agreed upon. Bills of exchange and checks are only accepted on account of pay-
ment. The customer has to bear any costs and bank charges arising thereof.
A payment is regarded as made only, if the amount is available to Baumüller. In case of pay-
ment by check, the payment is regarded as made when the check has been irrevocably
cashed.
5 4 Invoices are to be paid without deductions within 30 days from the date of issue. Baumüller is
entitled to enter payments of the customer on older open invoices in spite of deviating instruc-
tions by the customer. If costs and interests have ahead arisen. Baumüller is entitled to enter
the payment first on the costs, then on the interests and last on the main service.
5.5 The customer is entitled to offset, to retain or reduce the payment - independent of notices of
complaint or possible counterclaims - only, if Baumüller has explicitly agreed or if the counter-
claims have been legally verified.
5.6 If payments are delayed, Baumüller is entitled to charge interest on arrears at a rate corre-
sponding to the interest rate for open credits in current account, however, at least corre-
sponding to the current discount rate of the Deutsche Bundesbank.
This does not affect the assertion of another damage caused by delayed payment.
5 7 If the customer fails to meet his payment obligations, especially if he does not cash a check or
stops his payment or if Baumüller is informed of other circumstances making the credit worthi-
ness of the customer uncertain. Baumüller is entitled to demand advance payments or securi-
ties before delivery or to invoice the total remaining amount in the case that instalments had
been previously agreed upon.
6. Retention of ownership
6 1 Until all claims for present or future relations have been satisfied, Baumüller can at
any time demand securities from the customer. Baumüller will arbitrarily release provided securities
if the value of the securities continuously exceeds the claims by more than 20%.
6.2 Any goods delivered remain property of Baumüller until payment has been made in full (=
delivery under proviso). Goods delivered under proviso are processed or reconfigured at
the purchaser's for Baumüller as the manufacturer but without additional obligations. If
Baumüller ownership rights are nullified because the goods are integrated into or assem-
bled to other objects, a portion of the ownership rights of the purchaser to that object
covering the amount in question is transferred to Baumüller. The purchaser keeps the
property of Baumüller in custody for no charges.
6.3 The purchaser has - unless he is in delay of payment - the right to process and sell the
goods delivered under proviso in normal business. However, he must not distress or
transfer ownership of the goods delivered under proviso by way of security. The pur-
chaser transfers any receivables arising from the selling of the goods or from another le-
gal reason completely to Baumüller when the goods are received. Baumüller revocably
entitles the purchaser to collect the receivables transferred to Baumüller on the account
of Baumüller under his own name. Upon request by Baumüller, the purchaser will reveal
the transfer.
6.4 If third parties access the goods delivered under proviso, the purchaser will inform them
about the ownership rights of Baumüller and will immediately inform Baumüller. Any ex-
penses and damages are paid for by the purchaser.
6.5 If the purchaser violates any of the terms of the contract - in particular if he is in delay of
payment - Baumüller has the right to reposes the goods delivered under proviso at the
cost of the purchaser or Baumüller has the right to require transfer of the restitution title
the purchaser has against third parties. If Baumüller repossesses or distresses the goods
delivered under proviso, this does not mean that Baumüller withdraws from the contract.
The right to receive payment for damages remains unaffected by this.
7. Warranty
7.1 If the delivered products are faulty or fail to have properties guaranteed by Baumüller or if
the products become defective during the warranty period because of faults which oc-
curred or were caused during the process of manufacturing or in case of material defects
Baumüller supplies - excluding any other warranty claims by the purchaser, in particular
excluding any direct or indirect secondary claims for damages from the purchaser - re-
placement parts of their own choice or rectifies defects. Multiple rectification is permitted.
For essential products and parts not manufactured by Baumüller - in particular if the
purchaser has made specifications - the liability of Baumüller is limited to the transfer of
the claims for damages Baumüller has against the supplier of these products or parts.
7.2 The warranty period is 12 months and starts on the day the goods are shipped to the
purchaser or - if the delivery scope is installed and assembled by Baumüller - the war-
ranty period starts on the day the installation is complete.
7.3 The purchaser is obliged to inspect the delivered goods for damages or defects immedi-
ately or at least within two weeks after receiving the goods or - if the product is installed -
within two weeks after completion of the installation process. In addition, he is obliged to
inform Baumüller of any damages, defects or losses immediately by sending a report
created by the carrier or a corresponding report in the form of a statement in lieu of an
oath which must have been signed by two witnesses and by the purchaser. In addition,
Baumüller must be informed in writing of obvious defects or shortcomings immediately or
at least within two weeks after delivery. If shortcomings and defects cannot be detected
in thorough tests within two weeks and are found at a later time, Baumüller must be in-
formed of these problems immediately after they are detected. Defective products must
be submitted to Baumüller for testing on request in the condition in which the defect was
detected. Defective products must not be returned to Baumüller unless Baumüller re-
quests in writing that the products are returned. Failure to observe any of the regulations
specified above nullifies all warranty claims against Baumüller.
7.4 If rectification or replacements are not successful within an appropriate period of time,
the purchaser may either request reduction of the purchase price or cancellation of the
delivery contract.
7.5 If Baumüller manufactures a product based on design specifications, drawings, models
or other specifications provided by the purchaser, Baumüller is responsible only for the
fact that the manufactured product meets the specifications. Baumüller is not responsible
for the usability of the product for the purposes the purchaser intends to use it for.
7.6 Excluded from warranty are shortcomings or defects caused by instructions/and or as-
sembly not effected by Baumüller, insufficient equipment of the customer, overload of the
components exceeding the capacity specified by Baumüller, negligent and improper
treatment and utilization of unsuitable operating materials at the customer. This also ap-
plies to shortcomings or defects arising due to material provided by the customer. The
warranty does not apply to damages caused by third parties, atmospheric discharges,
overvoltages and chemical influences or to the replacement of parts which are exposed
to natural wear.
The warranty is void if the customer or a third party changes or repairs the units delivered
without written permit by Baumüller.
7.7 In case of guarantee and/or warranty claims, the motor, the spare part or the unit shall be
shipped free of duty and with free packing after prior agreement with Baumüller.
Baumüller is freed of any warranty, if the customer returns the defective products without
prior agreement or without observing the arrangements.
7.8 Baumüller is entitled to install spare parts and units into the plants of the customer for
warranties to be fulfilled within the warranty period, in order to replace the defective
products so that the efficiency of the customer's parts is affected as little as possible.
The warranty period for installed spare parts and units is 6 months from the date of re-
placement at the customer. Taking into account the service time for the delivered prod-
ucts, the warranty period of 12 months from date of delivery acc. to item 7.2 remains un-
changed.
8. Liability
8.1 Baumüller is liable for information and consulting activities on the utilization of the or-
dered and delivered products only with written confirmation in accordance with the below
regulations. Verbal statements and information are not binding.
8.2 Claims for damages due to impossibility of performance, nondelivery, positive breach of
obligations, culpa in contrahendo and unlawful act to Baumüller as well as to the persons
employed in performing an obligation are excluded, if the damage has
not been caused deliberately or grossly negligent or Baumüller is liable according to the
product liability law.
9. Lump-sum damages in case of withdrawal
If the customer withdraws from the written order due to reasons for which Baumüller is
not responsible, Baumüller is entitled to charge lump-sum damages of 50% of the net or-
der amount. This applies also, if Baumüller withdraws from the contract due to reasons
for which the customer is responsible.
10. Miscellaneous
10.1 Place of fulfilment and jurisdiction is Nuremberg. However, Baumüller is entitled to ad-
vance claims at the legal place of jurisdiction of the customer.
10.2 The legal regulations applicable in the Federal Republic of Germany are applicable to
these conditions and terms of sales and delivery. The regulations or the UN law of sales
are excluded.
10.3 If one or several regulations of these conditions and terms of sales and delivery are or become
ineffective or if any arising situation and circumstances are not covered by this contract text, ju-
risdiction will replace or supplement the ineffective or incomplete stipulations by appropriate
regulations corresponding to the economic purpose of the intended regulation to the largest possi-
ble extent. The validity of the other regulations remains unchanged.
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