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General Terms of Business (GTB) of URSATEC GmbH

I. Scope of application of the General Terms of Business/contract conclusion

  1. The GTB are the subject of all quotations, orders, and other contracts (hereinafter referred to as “Contract”) with companies (hereinafter referred to as “Purchaser”) which obligate URSATEC to deliver goods or provide comparable services.
  2. Orders (including call orders), as well as their type and scope, shall become binding for URSATEC only when they have been confirmed by URSATEC in writing. This also applies to amendments and supplements to the contract.
  3. General Terms and Conditions of the Purchaser shall not become a subject of the contract even if URSATEC does not expressly object to this. On the contrary, the contents of the contract shall be based exclusively on the GTB and the written confirmation of the contents of the agreement by URSATEC.
  4. Information regarding the validity of legal regulations are only for explanatory purposes. The legal provisions shall apply, therefore, even without said clarification, unless directly stipulated otherwise or unless the applicability of the legal provisions is excluded in these GTB.

II. Duty to deliver and accept

  1. The delivery of the goods shall be strictly ex works. If the goods are manufactured by a third party (i.e. contract manufacturer), the delivery shall be made directly ex works of the contract manufacturer. Delivery conditions are specified in accordance with Incoterms® 2020.
  2. The delivery period shall start to apply once URSATEC has the documentation which is required to carry out the order and Purchaser has duly fulfilled its other contractual obligations, including those from other orders. The objection of non-fulfillment remains unaffected by this.
  3. If URSATEC culpably fails to meet a contractual delivery deadline, the Purchaser shall be free to withdraw from the Contract after setting a reasonable deadline. The Purchaser may demand compensation from URSATEC for the damage caused to it by the delay. This shall be limited to the usual average damage of 5% of the net purchase price of the goods which are the subject of the delayed delivery. In accordance with VIII and IX, further claims for compensation shall be excluded.

III. Prices and payment

  1. The prices shall be net, ex works prices plus the applicable VAT in each case and separate ex works packaging costs.
  2. In the event of changes to factors relevant for pricing, such as exchange rate fluctuations, customs provisions, raw material and production costs, URSATEC reserves the right to adjust the price of goods accordingly. URSATEC shall only adjust the price once the Purchaser has been informed thereof and provided the goods have not yet been delivered.
  3. URSATEC shall issue the invoice for goods after they have been completed and delivered to the Purchaser. The invoiced amounts shall be due for immediate payment within a period of 14 days after the Purchaser has received the invoice.
  4. In the event of delayed payment by the Purchaser, URSATEC shall be entitled to demand interest for default at a rate of 9% over the basic interest rate. URSATEC reserves the right to claim further damages caused by delay.
  5. If the Purchaser defaults on a payment or if circumstances become known which impair the creditworthiness of the Purchaser or a company associated with the Purchaser, such as compulsory enforcement measures, return debits, bill protests, or applications for insolvency, URSATEC shall be entitled to carry out remaining deliveries and services only against advance payment or provision of security. If Purchaser does not provide advance payment or security after the expiry of an appropriate grace period, URSATEC shall be entitled to withdraw from the Contract and demand damages. Further legal provisions shall remain unaffected by this.
  6. The Purchaser may offset its own claims against URSATEC’s claims or assert the right of retention only when its claims have been established as legally binding or have been acknowledged by URSATEC. This shall not apply to a right of retention on the part of the Purchaser which stems from the same contractual relationship from which URSATEC is asserting claims against the Purchaser.

IV. Passing of risk, packaging

  1. Risk shall pass to the Purchaser as soon as the goods leave the factory. If the delivery is delayed for reasons lying within the scope of Purchaser’s responsibility, the risk shall pass to Purchaser with the notification of the readiness for dispatch by URSATEC or the third party (i.e. contract manufacturer) in accordance with Clause II point 1 above.
  2. URSATEC shall choose the packaging for transport according to the best of its knowledge.
  3. At the written request of the Purchaser, the goods shall be insured at the Purchaser’s expense against damage through storage, breakage, transport, theft, water, and fire.

V. Retention of title

  1. URSATEC shall retain the title to the goods until receipt of all payments from the business relationship (the existing current account relationship) with the Purchaser; the retention of title refers to the accepted account balance and the delivered goods. If the Purchaser is in breach of contract, in particular in the case of a default of payment, URSATEC shall be entitled to take the goods back. URSATEC taking back the goods shall not constitute a withdrawal from the Contract unless URSATEC expressly declares this in writing.
    URSATEC shall be entitled to use the goods after taking them back. The proceeds of the sale shall be offset against the liabilities of the Purchaser, less the reasonable costs of sale.
  2. The Purchaser shall be obligated to handle the goods with care until the full invoice amount has been paid. In particular, it shall be obligated to insure the goods at its own expense and sufficiently at replacement value against damage through storage, breakage, transport, theft, water, and fire.  Insofar as maintenance and inspection work are required, the Purchaser shall carry these out in good time and at its own expense.
  3. URSATEC undertakes to release the securities it is entitled to at the Purchaser’s request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at the discretion of URSATEC.
  4. In the event of seizure or other interventions by third parties, the Purchaser shall inform URSATEC immediately and in writing so that legal action can be taken in accordance with Section 771 of the German Code of Civil Procedure (CPC). Insofar as the third party is not able to reimburse URSATEC for the judicial and extrajudicial costs of an action in accordance with Section 771 CPC, the Purchaser shall be liable for the loss incurred.
  5. The Purchaser shall be entitled to sell on the goods in the regular course of business. It shall, however, hereby assign to URSATEC all claims vis-a-vis its customers or third parties in the amount of the final invoice total (including VAT) which it will incur from the sale, and this is regardless of whether the goods have been sold on without or after processing or filling. The Purchaser shall also remain entitled to collect this claim after the assignment. The authority of URSATEC to collect the claim itself remains unaffected by this. URSATEC, however, undertakes not to collect the claims provided that the Purchaser meets its payment obligations from the collected proceeds, does not default on payment and, in particular, that no insolvency proceedings are instigated against the Purchaser and payments have not been suspended. If, however, this is the case, URSATEC may demand that the Purchaser disclose the assigned claims and their debtors to URSATEC, provides all information necessary for the collection, hands over the relevant documentation, and notifies the debtors (third parties) about the assignment.
  6. If the goods are processed with items which are not the property of URSATEC, URSATEC shall acquire joint ownership of the new items in the ratio of the value of the goods, including VAT, to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by the processing as applies to the goods delivered under retention of title.

VI. Supplies

  1. The Purchaser undertakes to deliver material or packaging supplies at its own expense and risk with an appropriate quantity surcharge of 5% in impeccable condition and on time to URSATEC or a third party to be nominated by URSATEC.
  2. If the Purchaser infringes the provisions of Clause VI point 1 above, the Purchaser shall be obligated to reimburse URSATEC for any additional costs incurred.
  3. The Purchaser shall provide URSATEC or a third party to be named by URSATEC with testing equipment, devices, or other special equipment at its own expense and in impeccable condition. The Purchaser remains owner of the equipment or device.

VII. Liability for defects / damages

  1. URSATEC shall be liable exclusively for ensuring that the goods are free of defects at the time of the passing of risk, in accordance with the Contract confirmed in writing by URSATEC. This shall also apply to partial deliveries.
  2. URSATEC does not assume any warranty for a usability and/or fitness for purpose and/or marketability of the goods subjectively presupposed by the purchaser, unless such a usability and/or fitness for purpose and/or marketability has been expressly confirmed to the purchaser by URSATEC; the purchaser must verify the usability and/or fitness for purpose and/or marketability of the goods himself on the basis of the specifications brought to his attention.
  3. URSATEC shall not guarantee quality, shelf life, functionality, or suitability. Statements of guarantee made verbally or corresponding information in preliminary discussions or advertising brochures shall only be binding for URSATEC if they are confirmed in writing by URSATEC.
  4. If a notice of defects is justified, the Purchaser’s claims shall initially be restricted to rectification of the defects or delivery of impeccable goods. If the rectification or subsequent delivery are not successful, the Purchaser may withdraw from the Contract or demand a reduction in price. The Purchaser’s right to withdraw from the Contract is, however, excluded if the fault is only minor.
    Furthermore, the Purchaser may not claim damages due to non-fulfillment of the Contract, subject to Clause VIII.
  5. Claims in accordance with Sections 478 and 479 of the German Civil Code (CC) shall exist to the extent permitted by law, provided that the party entitled to regress has been called on justifiably and not as a result of a goodwill arrangement not agreed with URSATEC, and has also not infringed its own obligation to give notice of defects.
    If a third party is commissioned to manufacture the goods, URSATEC shall be liable, subject to the regulations of this Clause (VII), at most to the extent provided for in the individual work contract.
  6. Claims for defects shall become statute-barred, subject to any other agreement or mandatory statutory provisions (e.g. Sections 202 para. 1, 438 para. 1 (2), 479 CC), twelve months after the passing of risk. The period of limitation shall be further shortened if
    • this has been agreed between the parties and is in accordance with applicable law, or
    • the expiry or shelf life of the goods according to the specifications is less than 12 months.

VIII. Limitations of liability

  1. Claims for damage and reimbursement not regulated in the General Terms of Business may only be asserted against URSATEC when the bodies, executives, vicarious agents or assistants of URSATEC can be accused of having had intent or gross negligence and/or if life, body, or health has been adversely affected.
  2. In the event that a claim is brought against URSATEC for culpable infringement of an essential contractual obligation, compensation may only be demanded for usual, foreseeable damage that is typical of a contract, unless URSATEC would be liable in accordance with Clause VIII point 1 above.
  3. The legal regulations on the burden of proof, liability in accordance with the German Product Liability Act and liability for guarantee product quality shall remain unaffected by the provisions of Clause VIII point 1 and Clause VIII point 2.

IX. Property rights / legal defects / distribution

  1. If URSATEC has to deliver according to drawings, models, or samples provided by the Purchaser, the Purchaser shall be liable for ensuring that the agreed deliveries/services are not protected under third party property rights. The Purchaser shall release URSATEC from all corresponding third party rights.
  2. In all other respects, the provisions of Clause VII shall apply accordingly to liability for legal defects.
  3. The Purchaser shall be responsible for ensuring that the goods are brought to market in compliance with the legal regulations (e.g. the German Medicinal Products Act, German Medical Devices Act, etc.)

X. Force majeure

  1. Unforeseen operational disruptions, exceedance of the delivery period or failure to deliver on the part of URSATEC’s suppliers, shortages of labour, energy or raw materials, the effects of industrial disputes (involving both its own employees and those of third parties), difficulties in procuring means of transport or other equipment, traffic disruptions, accidents, official decrees, decisions by legislators or governments, pandemics, epidemics, natural disasters (e.g. floods, storms, etc.), (imminent) war or civil war and other cases of force majeure shall entitle URSATEC to partial deliveries, which the Purchaser is obligated to accept and and pay for, independently of the total delivery.
    The circumstances mentioned in the previous paragraph also suspend the individual delivery obligations for the duration of the hindrance. This also applies to other impediments that are beyond URSATEC's control.
  2. The contracual party experiencing such an impediment under Section X.1 above, shall promptly notify the other contractual party of the nature, extent and expected duration of the impediment and shall endeavor to rectify it.
  3. The provision under Section X.1 above, shall apply to all contractual obligations, including any obligations to pay damages, whereby force majeure cannot be cited by the Purchaser as a reason for a delay in payment for delivered goods.

XI. Data Protection and data processing

URSATEC processes personal data in compliance with the data protection provisions applicable to the contract. The customer's data is collected, processed and used by URSATEC to the extent necessary for the initiation, conclusion and performance of the contractual relationship. Further information on data processing can be found at https://www.ursatec.com/datenschutz.

XII. Anti-corruption

The customer acknowledges that URSATEC may also be bound by the provisions of the U.S. Foreign Corrupt Practices Act of the United States of America, 91 Statutes at Large, Sections 1495 et seq. ("FCPA") or other national and regional anti-corruption and bribery standards. The FCPA makes unlawful any actual or proffered payment or transfer of anything of value, or the making of any actual or proffered payment or transfer of anything of value by any person or entity to any member or employee of a foreign government, political office candidate or political party for the purpose of obtaining or retaining business or obtaining an improper business advantage.
The customer warrants that it is familiar with the relevant anti-corruption standards, in particular with the provisions of the FCPA, and that it acts in accordance with these provisions and does not directly or indirectly carry out or permit any unlawful acts, in particular also refrains from such unlawful acts according to which URSATEC would also indirectly violate the relevant standards.

XIII. General provisions

  1. Should any provision of these General Terms of Business be or become ineffective, the effectiveness of the remaining provisions shall remain unaffected.
  2. The laws of the Federal Republic of Germany shall apply exclusively. The provisions of the United Nations Convention on Contracts for the International Sale of Goods for the International sale of Goods are expressly excluded.
  3. The place of performance is the registered office of URSATEC.
  4. The place of jurisdiction is the registered office of URSATEC; URSATEC shall also be entitled to sue the Purchaser at the place of jurisdiction of its registered office.

Status: September 2023