General Terms and Conditions

of the company of SBN Wälzlager GmbH & Co. KG, Jan-Hutzel-Weg 1, D-66901 Schönenberg-Kübelberg

 

(Status as of 4th June 2018)

Section 1   Scope of Application, Inclusion

Inclusion

1.1   The following General Terms and Conditions of the company SBN Wälzlager GmbH & Co. KG (hereinafter called “SBN”) only apply for such contracting partners who act, upon conclusion of the corresponding contract, as entrepreneurs according to section 14 of the German Civil Code (BGB) (hereinafter called “the customers”).

1.2   Aside from an explicit, different agreement in text form, deviating, contradictory and supplementary conditions of the customer shall not apply.

1.3   The following General Terms and Conditions shall also apply for future contracts, even if the inclusion of the following General Terms and Conditions is not explicitly repeated in particular cases.

Section 2 Offers and Conclusion of Contract

2.1   All product and service descriptions, measurements, weights, prices and other details in brochures, catalogues, advertisements, price lists and other announcements as well as on the website www.sbn.de and all sub-sites are not binding.

2.2   All offers from SBN shall not be binding and without engagement in so far as they are not explicitly defined asbinding and in text form. If an offer is explicitly defined as binding and in text form, this offer of SBN shall be binding for a time period of four (4) weeks as of the date of submission of the offer, unless a different time period has been explicitly cited in writing. Our offers are subject to prior sale.

2.3   In case of a non-binding offer of SBN a contract shall only be considered as concluded upon written confirmation by SBN, however, upon delivery and/or service by SBN at the latest. In case of a binding offer of SBN a contract shall be considered as concluded upon written acceptance by the customer.

Section 3   Nature and Scope of the Services

3.1   Aside from an explicit, different agreement in text form, the determination of the nature and scope of the delivery and/or services performed by SBN are subject to SBN’s offer and the details indicated therein.

3.2   Modifications requested by the customer after conclusion of the contract regarding the nature and scope of the delivery and/or services performed by SBN shall only be considered if these modifications are explicitly agreed upon in writing.

3.3   SBN shall be entitled to technically modify the delivery and/or services to be performed by SBN which might become necessary or advisable during the execution planning due to technical developments, unless these modifications are unacceptable for the customer.

Section 4   Performance and Delivery Deadlines

4.1   All performance and delivery deadlines indicated in the offer and/or the order confirmation of SBN shall be non-binding, unless they are explicitly identified as binding. In case of non-binding performance and delivery deadlines SBN shall make every effort within the framework of what is possible and reasonable to respect these performance and delivery deadlines.

4.2   Aside from an explicit, different agreement in text form, the performance and delivery deadlines shall commence upon conclusion of the contract.

4.3   If it has been agreed that the delivery and/or service to be performed by SBN shall be executed on call, the call shall be performed within a time period of at least eight (8) weeks unless otherwise explicitly agreed upon in writing.

4.4   Aside from an explicit, different agreement in text form, the transfer to the freight forwarder, the carrier or to any other third party instructed to transport the goods shall be essential for the compliance with the performance and delivery deadlines. If it has been agreed that the goods shall be picked up by the customer from SBN’s headquarters or any other place, SBN shall provide the goods and/or service at its headquarters or at any other place in order to comply with the performance and delivery deadlines.

4.5   If the nature and scope of the delivery and/or service to be performed by SBN are modified by the customer after conclusion of the contract, the performance and delivery deadlines shall be extended by the deferring period resulting from these modifications, no matter whether binding or non-binding,

4.6   If SBN is not able, due to force majeure, any forces of industrial actions or any other events or circumstances for which SBN is not responsible, to perform and/or process the delivery and/or service within the performance and delivery deadlines, no matter whether binding or non-binding, the performance and delivery deadlines shall be extended, no matter whether binding or non-binding, by an appropriate time period.

Section 5   Prices, Price Adjustments

5.1   Aside from an explicit, different agreement in text form, the prices indicated in the offers are net prices in euro (EUR) plus value added tax (VAT) as legally stipulated.

5.2   The Roman",serif" lang="EN-US">The prices indicated in the offers comprise the cost for packaging and are ex works (EXW). The expenses for freight, transport insurance, customs and other expenses regarding transportation shall be borne by the customer in the actually incurred amount.

5.3   If the costs for the materials and services to be purchased by SBN to perform the delivery and/or the service increase (e.g. due to prices increases from suppliers, increasing raw material prices or similar) after conclusion of the contract, SBN shall be entitled to raise the price for the goods in line with the cost increases, in so far as

5.3.1   the agreed performance and/or delivery deadline, no matter whether binding or non-binding, is more than four (4) months or

5.3.2   the delivery and/or service can be performed after four (4) months at the earliest for reasons which are the fault of the customer, even if the agreed performance and/or delivery deadline, no matter whether binding or non-binding, is four (4) months or less.

Section 6   Terms of Payment, Offsetting Ban, Right of Retention

6.1   Aside from an explicit, different agreement in text form, the payment agreed upon by contract shall be due for payment immediately subsequent to invoicing.

6.2   All payments shall be made in cash or by bank transfer to one of SBN’s accounts. Aside from an explicit, different agreement in text form, SBN shall not be obliged to accept any checks or bills of exchange.

6.3   In so far as SBN has not explicitly issued a reminder regarding a non-payment, in spite of maturity, or a reminder is not required according to legal provisions, the customer shall be in default at the latest if he does not pay within a period of 30 calendar days

6.3.1   after maturity and receipt of an invoice or a payment schedule of an equal value, or

6.3.2   after maturity and, if the date of receipt of the invoice or payment schedule of an equal value is uncertain, provides receipt of payment.

6.4   During the period of delay, the payment claim concerned shall be paid interest on with an annual interest rate in the amount of 5 percentage points above the respective base interest rate. Furthermore the the legal provisions shall apply.

6.5   The customer shall not be entitled set off with a claim or against a claim resulting from this contract, in so fas as the claim to be set off is not undisputed or has not been finally adjudicated.

6.6   The right of retention can only be claimed by the customer if the right of retention is based on the same contractual relationship.

Section 7   Dispatch, Transfer of Risk

7.1   Aside from an explicit, different agreement in text form, the goods shall be delivered by SBN upon request of the customer (obligation to be performed at the creditor’s place of business). Aside from an explicit, different agreement in text form, SBN shall be entitled to determine the type of dispatch and the transport party. Delivery shall be ex works (EXW). The risk of accidental loss or the accidental deterioration of the goods shall pass to the customer upon surrender of the goods to the transport party; this also applies if SBN has agreed to bear the transport and/or freight cost.

7.2   Aside from an explicit, different agreement in text form, the reusable packaging (e.g. pallet cages, pallets, cartridges or other containers) provided by SBN has to be returned to SBN by the customer immediately upon delivery or pick up of the goods. The expenses for the reconsignment have to be borne by the customer.

7.3   SBN shall be obliged to take out transport insurance for the goods only in case of a separate written agreement.

7.4   If it has been agreed that the goods shall be collected by the customer from SBN’s headquarters or any other place (collectible debt), the risk of accidental loss or the accidental deterioration of the goods shall pass to the customer upon surrender of the goods. The risk of accidental loss or the accidental deterioration of the goods shall already pass to the customer if SBN has asked the customer by giving at least14 calendar days’ notice to collect the goods or the goods are ready for pick-up and the customer:

7.4.1   does not collect the goods within the deadline set or

7.4.2   declines the pick-up

7.5   If it has been agreed that SBN shall deliver the goods to the customer’s domicile (debt to be discharged to creditor’s domicile), the risk of accidental loss or the accidental deterioration of the goods shall pass to the customer upon surrender of the goods. SBN shall be entitled to have a third party carry out the transport. The risk of accidental loss or the accidental deterioration of the goods shall already pass to the customer if SBN offers to surrender the goods to the customer as default-incurring and the customer:

7.5.1   does not accept the goods or

7.5.2   declines acceptance of the goods

Section 8   Retention of Title, mandatory Insurance

8.1   SBN shall retain ownership of the goods until full payment of all claims against the customer resulting from the contract in question has been made (simple retention of title).

8.2   In so far as SBN is entitled to further claims against the customer at the time of delivery of the goods resulting from the business relationship, SBN shall retain ownership of the forementioned goods until full payment of all claims against the customer resulting from the business relationship has been made (overall retention of title).

8.3   The customer shall be entitled to sell the goods, delivered by SBN with retention of title, within the scope of normal business transactions; in the event of resale the customer shall assign as security the future purchase price claim including any subsidiary rights to SBN (extended retention of title). Until revocation by SBN, the customer shall be entitled to collect the claim against the buyer on his own behalf. SBN shall be entitled to revocation of the collection authority, to disclosure of assignments against the buyer and to utilization of the assigned receivables if the customer is delayed in payment of the purchase price to SBN, if the commencement of insolvency proceedings relating to the assets of the customer is applied for or the commencement of insolvency proceedings relating to the assets of the customer has been dismissed for lack of assets. Provided the conditions of item 8.3, clause 4 are given, the customer shall be obliged to hand over, upon request by SBN, any documents and information relating to the claim assigned and to disclose the assignement to the buyer.

8.4   The customer shall be entitled to combine the goods delivered by SBN with the retention of title, within the scope of normal business transactions with movables being the property of the customer or a third party. If SBN acquires co-ownership associated with the combination pursuant to section 947, item 1 BGB, the value to be determined for the goods delivered by SBN will correspond to the price agreed for the combined workpiece or delivery item. Should the customer acquire sole ownership of the main item associated with the combination, the customer shall transfer proportionate co-ownership to SBN to the extent that corresponds to the price agreed for the goods; the transfer shall be replaced by the fact that the customer shall detain the main item free of charge. Should a third party acquire sole ownership of the main item associated with the combination, the customer shall be obliged to make every effort that the third party transfers a proportionate co-ownership to SBN pursuant to the aforementioned sentence 3 of this item 8.4. The provisions as set under items 8.1 to 8.3 shall apply for the co-ownership resulting from or transferred in accordance with the aforementioned provisions.

8.5   The customer shall be entitled to process the goods delivered by SBN under retention of title, within the scope of normal business transactions. For SBN as the manufacturer, the goods are processed pursuant to section 950, item 1 BGB; the retention of title according to items 8.1 to 8.3 shall also apply for the newly manufactured item. If the goods delivered by SBN under retention of title are processed using other materials being the property of the customer or a third party, the provisions of item 8.4 shall apply accordingly.

8.6   The customer shall only be entitled, upon prior consent in writing by SBN, to pledge and/or collateralize the goods delivered by SBN under retention of title.

8.7   The customer shall be entitled to redeem the retention of title by providing a bond as the principal debtor upon first demand of a bank based in the Federal Republic of Germany.

Section 9Obligation to give Notification of Defects, Warranty and Liability, Limitation of Period

9.1   The customer is obliged to inspect upon transfer the goods delivered by SBN, in so far as possible in the proper course of business. The customer shall notify SBN in writing about any defects identified during this inspection, within a preclusive time limit of 14 calendar days after delivery of the goods. Any warranty claims resulting from such blatant defects shall be excluded if the notification of defects is not given at all or not within the aforementioned time period. Section 442 BGB and section 377, item 5 HGB (German Commercial Code) remain unaffected.

9.2   If a defect is identified at a later time and was not visible at the inspection in accordance with item 9.1, the customer shall be obliged to notify SBN about this defect in writing, within a preclusive time limit of 14 calendar days after detection of the defect. Any warranty claims due to such hidden defects shall be excluded if the notification of defects is not given at all or not within the aforementioned time period. Section 442 BGB and section 337, item 5 HGB remain unaffected. The customer shall bear the burden of proof for the defect has not been detected during the inspection according to item 9.1.

9.3   Upon material defect existence, in so far as warranty claims pursuant to item 9.1 and item 9.2 are not excluded, SBN shall be obliged, at their option, to remedy the defects or to deliver fault-free items. The expenditures necessary for remedy, particularly transport, road, labor and material costs shall be borne by SBN.

9.4   If the customer has installed the defective item, in a manner consistent with its nature and purpose, into another item or has mounted it to another item, SBN shall only be obliged within the scope of subsequent performance to reimburse the customer the necessary expenditures for the removal of the defective item or for the installation or mounting of the repaired or fault-free item delivered, if the defect was not visible at the time of installation of mounting. The burden of proof for the invisible defect shall be borne by the customer. The customer’s claim for reimbursement of the expenditures shall be limited to the price of the defective item.

9.5   If the subsequent performance has failed, the customer shall be entitled in accordance with the legal provisions to withdraw from the contract or to reduce the purchase price. A subsequent performance is regarded as being failed after the third unsuccessful attempt.

9.6   In the event of defects, violation of another obligation under the contract or liability in tort, the customer can claim damages for:

9.6.1   Damages resulting from intentional or negligent damages for harm to life, body or health;

9.6.2   Damages resulting from intentional or negligent violation of such an obligation whose fulfilment enables the proper implementation of the contract and whose observance is regularly trusted by the customer (cardinal obligations), and

9.6.3   Damages to goods or assets resulting from intentional or grossly negligent violation of duty by SBN or a legal representative or vicarious agent from SBN; claims for damages to goods and assets resulting from negligent violation of duty are excluded.

In so far as the customer’s claims for damages (1) in the cases of item 9.6.2 are based on simple negligence as well as (2) in the cases of item 9.6.3 on gross negligence, these shall be limited to the predictable damage and shall not include a loss of profit.

9.7   Subject to the foregoing provision in sentence 3 of this item 9.7 all warranty claims shall become statute-barred within a year after the delivery of the goods. Sentence 1 of this item 9.7 shall apply accordingly for any other damage claims. Claims resulting from defects in the cases of section 438, item 1, no. 2 and section 634 a, item 1 BGB as well as damage claims in the cases of items 9.6.1 and 9.6.2 will become statute-barred pursuant to the legal provisions.

9.8   The foregoing provisions, particularly the liability limits and exclusions, do not apply for claims under the ProdHaftG (German Product Liability Code). The provisions under the ProdHaftG remain unaffected by these General Terms and Conditions.

Section 10   Confidentiality Agreement

10.1   “Confidential Information” in the sense of this section 10 is:

10.1.1   any technical and economic information given to the customer by SBN associated with the initiation, conclusion, execution and/or termination of the contract concerned, e.g. technical drawings, constructional drawings and plans, Photographs and/or simulations/animations of products and/or constructions, product and material samples, material descriptions and specifications, calculations of purchase and/or sales prices, customer and/or supplier data;

10.1.2   any information explicitly marked or referred to by SBN as “Confidential Information” or “Confidential”;

10.1.3   any information which can be considered as “Confidential Information” or “Confidential” without being marked or referred to as such according to general consensus.

Confidential Information shall not include information which can be generally accessed or are obvious unless they have been made generally accessible violating this section 10.

10.2   The customer shall be obliged to treat all confidential information as confidential. The customer shall be entitled, only with the prior receipt of a written consent by SBN, to transfer confidential information to third parties, to make them accessible to third parties or disclose them in any other way to third parties, unless:

10.2.1   the customer is obliged by law or a legal or regulatory decision to transfer, to disclose or to give access to the information concerned;

10.2.2   transfer, disclosure or access to the confidential information concerned are given to consultants of the customer who are obliged either by contract or due to their profession to respect confidentiality regarding the confidential information concerned;

10.2.3   transfer, disclosure or access to the confidential information concerned are given to staff members of the customer, associated companies or external service providers who are contractually obliged to respect confidentiality regarding the confidential information concerned;

10.2.4   transfer, disclosure or access to the confidential information concerned are required to protect the legitimate interests of the customer.

The forementioned obligations of the customer shall end upon expiration of three (3) years after complete contractual fulfilment.

10.3   The customer shall be entitled, only with the prior receipt of a written consent by SBN, to commercially utilize, either directly or indirectly, the confidential information concerned, or to enable a third party to commercially utilize such information, either directly or indirectly.

Section 11   Contract Language, Notifications

11.1   Unless otherwise agreed in writing, the contractual language is German.

11.2   If the contract is translated, either partially or fully, into another language or into several languages, the German version shall take precedence in the event of variances or inconsistency between the German and the foreign-language version.

11.3   All notifications under this contract shall be made in writing and in German. If a notification is not generated in German the contractual party is obliged upon request of SBN to send a German translation; in the event of variances or inconsistency the German translation shall precede.

Section 12   Severability Clause

If a provision of this contract is or becomes void, invalid or ineffective for whatever reason, this shall not affect undeniably the validity or effectivity of the remaining provisions and this contract shall remain valid and effective except for the void, invalid or ineffective provisions. The void, invalid or ineffective provision shall be replaced by a valid and effective provision that most closely approximates the intention of the parties taking into consideration the legal and commercial aspects or that approximates most closely to the sense and purpose of this conract what they would have agreed upon, if they had considered this item at the time of contract conclusion.

Section 13   Choice of Law, Place of Jurisdiction

13.1   This contract and any non-contractual obligations resulting from or being associated with this contract shall be subject to the Law of the Federal Republic of Germany. The International Sales Law (CSIG) shall be excluded.

13.2   Non-exclusive place of jurisdiction for any disputes resulting from or being associated with this contract (including disputes regarding the existence, validity or termination of this contract or possible non-contractual obligations resulting from or being associated with this contract) is SBN’s registered address.

 

General Purchasing Terms

of SBN Wälzlager GmbH & Co. KG, Jan-Hutzel-Weg 1; D-66901 Schönenberg-Kübelberg

(Status as of 15th May 2018)

Section 1   Scope of Application, Inclusion

1.1   The following General Purchasing Terms of the company SBN Wälzlager GmbH & Co. KG (hereinafter called “SBN”) only apply for such contracting partners who act, upon conclusion of the corresponding contract, as entrepreneurs according to section 14 of the German Civil Code (BGB) (hereinafter called “the suppliers”).

1.2   Aside from an explicit, different agreement in text form, deviating, contradictory and supplementary conditions of the supplier shall not apply.

1.3   The following General Purchasing Terms shall also apply for future contracts, even if the inclusion of the following General Purchasing Terms is not explicitly repeated in particular cases.

Section 2   Offers and Conclusion of Contract

2.1   Offers submitted by SBN (including orders and delivery schedules) have to be in writing. SBN shall be entitled to revoke submitted offers (including orders and delivery schedules) unless the supplier has accepted the offer in writing within a time period of 14 calendars days upon receipt of offer. SBN shall be entitled to modify an offer (including orders and delivery schedules) after submitting the offer and before contract conclusion, in so far as the modifications in question become necessary due to technical developments and this is reasonable for the supplier.

2.2   All offers of the supplier shall be binding for a time period of three (3) months as of the date of submission, unless otherwise agreed in writing.

2.3   A contract between the supplier and SBN is concluded under secion 2.1 and 2.2 when confirmed in writing by SBN.

2.4   Once the contract has been concluded, SBN shall be entitled to request the supplier to make technical modifications to the goods and/or services to be delivered by the supplier, if the modifications concerned have become necessary due to technical developments and these are reasonable for the supplier.

2.5 Once the contract has been concluded, the supplier shall not be entitled to make any technical modifications to the goods and/or services to be delivered by the supplier, unless these modifications have become necessary due to technical developments and these are reasonable for SBN.

2.6   Cost estimates and offers submitted by the supplier shall not be separately reimbursed by SBN.

Section 3   Delivery Periods and Delivery

3.1   All agreed upon delivery periods are binding, unless they have explicitly been recognized in writing by SBN as non-binding. In case of non-binding delivery periods the supplier shall make every effort, within the framework of what is possible and reasonable, to respect these delivery periods.

3.2   Unless otherwise agreed in writing, the delivery periods shall commence upon conclusion of the contract. The receipt of the delivery and/or services at the SBN-site or at a third party to be nominated by SBN shall be relevant for compliance with the delivery periods.

3.3   If the nature and extent of the delivery and/or services to be provided by the supplier are modified after the conclusion of the contract and upon request by SBN, the execution and delivery periods shall be extended by the period of default resulting from these modifications, no matter whether binding or non-binding.

3.4   If the supplier does not provide delivery and/or services on time, SBN shall be entitled pursuant to the legal provisions to:

3.4.1   reject the delivery and/or services offered by the supplier and

3.4.2   withdraw from the contract and/or file a damage claim.

Even if a period of grace is required by law, the threat of withdrawal and/or filing damage claims associated with the period of grace is unnecessary.

3.5   The unconditional acceptance of the delayed delivery and/or services does not imply a waiver of any claim for compensation by SBN.

3.6   The supplier shall not be entitled to a partial performance, unless partial performances have explicitly been agreed upon in writing.

Section 4   Prices and Payment Conditions

4.1   Unless otherwise agreed in writing, the offers shall indicate the net prices in euros (EUR) plus the value added tax (VAT) at the statutory rates applicable at the time.

4.2   Unless otherwise agreed in writing, the prices indicated in the offers shall comprise the cost for packaging, freight, customs and other expenditures associated with the transport (carriage paid to – CPT).

4.3   Unless otherwise agreed in writing, the contractually agreed purchase price shall be paid within a time period of 14 calendar days with a 2% discount or without deduction within a time period of 30 calendar days. Payment periods shall commence if the supplier has fully executed the delivery and/or services and SBN has received the invoice and the delivery note.

4.4   SBN shall be entitled to make payments in cash, by bank transfer to one of the supplier’s accounts as well as by cheque or bills of exchange.

4.5   During default the payment claim concerned shall be paid interest on with an annual interest rate in the amount of 5 percentage points above the respective base interest rate. Furthermore the the legal provisions shall apply.

Section 5   Ban on Assignments and Pledges, Offsetting ban and Right of Retention

5.1   The supplier shall be entitled to assign or pledge his claims against SBN only with the explicitly consent in writing by SBN. The consent shall be valid only if it has been made in writing.

5.2   The supplier shall not be entitled to set off his claim or set off against a claim under this contract in so far as the claim to be set off has not legally or undisputedly been determined.

5.3   The supplier shall only be entitled to the right of retention in so far as the right of retention is based on the same contractual relationship.

Section 6   Dispatch and Invoice

6.1   The supplier is obliged to inform SBN in writing as soon as the delivery is ready for dispatch. The supplier has to enclose a delivery note to the delivery indicating SBN’s order number.

6.2   The supplier is obliged to issue an invoice indicating the order number and which complies with the legal conditions. The invoice has to be sent to SBN separately from the delivery.

Section 7   Risk and Transfer of Ownership

7.1   The risk of accidental loss or the accidental deterioration of the goods shall pass to SBN upon surrender of the goods to SBN or any other third party nominated by SBN.

7.2   In derogation of item 7.1 the risk of accidental loss or the accidental deterioration of the goods shall already pass to SBN if the supplier offers to surrender the goods to SBN as default-incurring and SBN:

7.2.1   does not accept the goods or

7.2.2   rejects acceptance

7.3   SBN shall gain ownership of the goods delivered by the supplier as soon as full payment of all claims of the supplier against SBN resulting from the contract in question has been made. An extended and/or overall right of retention for the supplier shall be excluded.

Section 8   Obligation to give Notification of Defects and Notice of Defects

8.1   SBN shall be obliged, in so far as possible in the proper course of business, to inspect the goods immediately upon surrender the goods for visible damages, particularly transport damages, as well as discrepancy in category and/or quantity, unless an extended inspection requirement has explicitly been agreed in writing.

8.2   SBN has to inform the supplier about visible defects within a time period of 14 calendar days upon inspection. Non-visible defects have to be reported to the supplier by SBN within a time period of 14 days after their detection.

8.3   Pursuant to item 8.1 and item 8.2 the supplier renounces the objection of a delayed notice of defects.

Section 9   Warranty Claims, Rights to Exemptions and Limitation Period

9.1   If the goods delivered by the supplier are defective, the legal provisions shall apply, in so far as not otherwise derived from the following provisions of this section 9.

9.2   If the defect claimed by SBN results from a discrepancy in quantity, measures or weight of the goods delivered compared with the goods ordered, the values determined by SBN during inspection of the goods shall apply, unless the supplier can prove that the goods delivered correspond to the goods ordered regarding quantity, measures or weight.

9.3   SBN shall be entitled to eliminate a defect as to quality himself or have it eliminated by a third party at the expense of the supplier, if:

9.3.1   a period of grace to eliminate the defects is not reasonable due to particular circumstances and

9.3.2   the supplier could not refuse the elimination of defects pursuant to section 439, item 4 BGB.

The supplier shall be obliged to reimburse, upon request, SBN the expenses incurred.

9.4   The supplier shall also be obliged to compensate SBN for those damages which might be caused to goods belonging to SBN due to from the delivery of defective goods (so-called consequential damages and damages which have spread), unless the defect is beyond the supplier’s control.

9.5   The supplier shall be obliged to hold SBN harmless from any costs incurred by claims from third parties, in so far as they are based on:

9.5.1   a defect regarding the delivery of goods and/or services delivered by the supplier, or

9.5.2   the violation of any other contractual obligations of the supplier, unless it is not the supplier’s fault; however, the burden of proof that no fault exists shall be borne by the supplier.

Otherwise section 478 BGB shall apply accordingly.

9.6   For the release claims pursuant to item 9.5 – section 479 BGB shall apply accordingly.

Section 10   Product Liability and Property Rights

10.1   In the event of recoursing SBN for product liability purposes, the supplier is obliged to exempt SBN from such claims if and in so far as this recourse is based on the damage resulting from a defect of the goods delivered by the supplier. In the event of a no-fault liability, the supplier shall only be obliged to exemption if he is actually at fault. The burden of proof that no fault exists shall be borne by the supplier.

10.2   In the event of a recourse by SBN for violation of property rights and applications for industrial property rights (together referred to hereinafter as “property rights”) resulting from the contractual use of the goods delivered by the supplier, the supplier shall be obliged to exempt SBN from such claims, if:

10.2.1   the violated property rights have been published either in the country of origin of the supplier, in the Federal Republic of Germany, the destination stated in the contract, by the State Agency on Intellectual Property of the European Union (until 23rd March 2016: Office for Harmonisation in the internal market (brands, samples and models)) or by the European Patent Office and

10.2.2   the supplier is at fault regarding the violation of property rights.

Section 11   Confidentiality Agreement

11.1   “Confidential Information” in the sense of this Section 11 is:

11.1.1   any technical and economic information given to the supplier by SBN associated with the initiation, conclusion, execution and/or termination of the contract concerned, e.g. technical drawings, constructional drawings and plans, Photographs and/or simulations/animations of products and/or constructions, product and material samples, material descriptions and specifications, calculations of purchase and/or sales prices, customer and/or supplier data;

11.1.2   any information explicitly marked or referred to by SBN as “Confidential Information” or “Confidential”;

11.1.3   any information which can be considered as “Confidential Information” or “Confidential” without being marked or referred to as such according to general consensus.

Confidential Information shall not include information which can be generally accessed or are obvious unless they have been made generally accessible violating this section 10.

11.2   The supplier shall be obliged to treat all confidential information as confidential. The supplier shall be entitled, only with the prior receipt of a written consent by SBN, to transfer confidential information to third parties, to make them accessible to third parties or disclose them in any other way to third parties, unless:

11.2.1   the supplier is obliged by law or a legal or regulatory decision to transfer, to disclose or to give access to the information concerned;

11.2.2   transfer, disclosure or access to the confidential information concerned are given to consultants of the supplier who are obliged either by contract or due to their profession to respect confidentiality regarding the confidential information concerned;

11.2.3   transfer, disclosure or access to the confidential information concerned are given to staff members of the supplier, associated companies or external service providers who are contractually obliged to respect confidentiality regarding the confidential information concerned;

11.2.4   transfer, disclosure or access to the confidential information concerned are required to protect the legitimate interests of the customer.

The forementioned obligations of the supplier shall end upon expiration of three (3) years after complete contractual fulfilment.

11.3   The supplier shall be entitled, only with the prior receipt of a written consent by SBN, to commercially utilize, either directly or indirectly, the confidential information concerned, or to enable a third party to commercially utilize such information, either directly or indirectly.

Section 12   Contract Language, Notifications

12.1   Unless otherwise agreed in writing, the contractual language is German.

12.2   If the contract is translated, either partially or fully, into another language or into several languages, the German version shall take precedence in the event of variances or inconsistency between the German and the foreign-language version.

12.3   All notifications under this contract shall be made in writing and in German. If a notification is not generated in German the contractual party is obliged upon request of SBN to send a German translation; in the event of variances or inconsistency the German translation shall precede.

Section 13   Severability Clause

If a provision of this contract is or becomes void, invalid or ineffective for whatever reason, this shall not affect undeniably the validity or effectivity of the remaining provisions and this contract shall remain valid and effective except for the void, invalid or ineffective provisions. The void, invalid or ineffective provision shall be replaced by a valid and effective provision that most closely approximates the intention of the parties taking into consideration the legal and commercial aspects or that approximates most closely to the sense and purpose of this conract what they would have agreed upon, if they had considered this item at the time of contract conclusion.

Section 14   Choice of Law, Place of Jurisdiction

14.1   This contract and any non-contractual obligations resulting from or being associated with this contract shall be subject to the Law of the Federal Republic of Germany. The International Sales Law (CSIG) shall be excluded.

14.2   The place of performance is the place where goods or the service are to be delivered and performed as stated in the contract.

14.3   Non-exclusive place of jurisdiction for any disputes resulting from or being associated with this contract (including disputes regarding the existence, validity or termination of this contract or possible non-contractual obligations resulting from or being associated with this contract) is SBN’s registered address.