GTC's

I. General

(1) These General Terms and Conditions of Sale and Delivery No.: 11/2022 shall apply exclusively to the entire business relationship between IPROMAC and Buyer, including future ones. Other terms and conditions of purchase or other general terms and conditions of Buyer are hereby rejected. They shall not be applied. IPROMAC shall be entitled to amend its General Terms and Conditions of Sale and Delivery No.: 11/2022 with effect for the future entire business relationship with the Buyer after a corresponding notification.

2 If a framework agreement exists between the Buyer and IPROMAC, these General Terms and Conditions of Sale and Delivery shall apply to this framework agreement as well as to the individual order.

II. conclusion of contract

Offers by IPROMAC are subject to change and non-binding. The documents belonging to the offer such as illustrations, drawings, weight and dimension specifications are only approximate values, unless they are expressly declared as binding. If IPROMAC provides the Buyer with drawings or technical documents about the technical object of purchase to be delivered, these shall remain IPROMAC's property.

2. orders of the Buyer are binding for the Buyer. Unless otherwise confirmed by IPROMAC in writing, the delivery or invoice shall be deemed to be an order confirmation.

3 If Buyer is a merchant, only IPROMAC's written confirmation shall be decisive for the content of orders and agreements, unless Buyer immediately objects in writing. This shall apply in particular to oral or telephone orders and agreements. In any case, a notification to IPROMAC shall no longer be immediate if it has not been received by IPROMAC within seven days.

III Delivery date, scope of delivery, delay in delivery

(1) Delivery dates and deadlines shall only be deemed to have been agreed approximately, unless IPROMAC has expressly made a written commitment as binding. If Buyer fails to clarify all details of the order in due time and if Buyer fails to provide all preliminary services in due time, the delivery dates shall be extended accordingly. Delivery dates shall be deemed met upon notification of readiness for dispatch.

2. IPROMAC shall be entitled to make partial deliveries, provided that they do not fall short of the reasonable minimum.

The Buyer shall check the delivery note. Any objections shall be notified to IPROMAC in writing without delay. Otherwise, the delivery quantity shall be deemed accepted.

In case of delivery delays due to operational disruptions, official measures, failure to deliver to IPROMAC or force majeure, the delivery period shall be extended appropriately. Force majeure shall also be deemed to exist in case of labour disputes including strikes and lawful lockouts in IPROMAC's business or at IPROMAC's suppliers. Claims of the Buyer for damages are excluded in these cases within the limits of section VII (General limitation of liability).

If the Buyer suffers damage due to a delay in delivery for which IPROMAC is responsible, the Buyer shall be entitled to claim compensation for such damage in the amount of 0.5 % for each week of delay, but not exceeding 5% of the value of the affected part of the total delivery, to the exclusion of any further claims for compensation. In the event of a delay in delivery, the buyer may withdraw from the contract after setting a reasonable period of grace and with the express declaration that he will refuse to accept the performance after the expiry of this period if the performance is not effected within the period of grace. Further claims in the event of delayed delivery, in particular claims for damages, are excluded in accordance with the provisions of Section VII (General Limitation of Liability).

IV. Prices, terms of payment

The prices do not include value added tax, freight, customs duty, postage, packaging, insurance and other expenses. The prices valid on the day of delivery shall be decisive for the calculation of brand-new machines. Packaging shall be charged at cost price; its return is excluded.

In the absence of special agreements, invoices are due for payment immediately without deduction.

If the Buyer is in default of payment, the Seller shall be entitled to claim default interest in the amount of 10% above the base interest rate. The right to claim specific damages for default is reserved.

4. Buyer shall only be entitled to set-off rights if its counterclaims are legally established, undisputed or recognised by IPROMAC.

V. Transfer of risk, acceptance

(1) The risk shall pass to Buyer upon commencement of loading or shipment of the delivery item, even if partial deliveries are made or IPROMAC has assumed other services, e.g. shipping costs or delivery and installation and/or commissioning. If the delivery item has to be accepted, the acceptance shall be decisive for the transfer of risk. Acceptance must be carried out immediately on the acceptance date, alternatively after Supplier's notification of readiness for acceptance, and may not be refused by Buyer due to the mere existence of a non-substantial defect.

2.If the dispatch or acceptance is delayed for reasons beyond IPROMAC's control, the risk shall pass to Buyer from the day of notification of readiness for dispatch or acceptance.

VI Warranty, notice of defects

1. IPROMAC shall be liable for defects of the delivery to the exclusion of further claims as follows:

1.1 The warranty periods for new products for private use (purchase of consumer goods, § 474 BGB) are 24 months from the transfer of risk, for commercial and/or professional use 12 months.

1.2 The warranty period for used products is 12 months from the transfer of risk in the case of private use (purchase of consumer goods, § 474 BGB); the warranty is excluded in the case of commercial and/or professional use. Used machines are delivered with the accessories still present in the condition in which they are at the time of conclusion of the contract. Any liability for obvious or hidden defects is excluded even if the machine has not been previously inspected by the Buyer, unless IPROMAC has intentionally or grossly negligently concealed known defects from the Buyer.

The provisions of paragraph 1 shall not apply in the case of warranted characteristics or culpable breach of material contractual obligations. Such claims of the buyer as well as claims due to damage that did not occur to the delivery item itself shall be excluded to the extent permitted by law in accordance with the provisions of Section VII (General Limitation of Liability). If repairs or subsequent deliveries are made within the scope of the warranty, this shall not trigger a new start of the warranty period.

3. properties are only warranted if they are expressly designated as such in the contract. Verbal statements as well as statements in IPROMAC's documents do not contain any warranties. Samples, specimens, dimensions, DIN provisions, performance descriptions and other information about the quality of the delivery item serve the purpose of specification and are not warranted properties. As far as the materials to be used by IPROMAC are specified by contract, this only guarantees the compliance with the specification and not the suitability of the materials for the contractual purpose. IPROMAC shall only be obliged to give instructions in case of their obvious unsuitability.

Damage caused by external influence, improper installation and handling, defective operation or maintenance, corrosion or normal wear and tear are excluded from the warranty. In the latter case, the warranty does not extend in particular to the wear and tear of wearing parts. Wear parts are all rotating parts, all drive parts and tools. When a machine is sold, these warranty regulations are based on use in single-shift operation.

5. the Buyer shall be obliged to inspect the delivered goods immediately upon receipt in a proper manner at its own expense and to notify IPROMAC immediately in writing of any defects, wrong deliveries, obviously non-approvable wrong deliveries or short quantities. An exclusion period of seven days from receipt of the delivery shall apply to the notification. Hidden defects shall be notified to IPROMAC in writing immediately after discovery. Apart from that, §§ 377,378 HGB (German Commercial Code) shall remain unaffected in case of a mutual commercial transaction between merchants.

6. any quality defects of a partial delivery shall not entitle the buyer to reject the remainder of the completed quantity, unless the buyer can prove that the acceptance of only a part of the delivery is unreasonable for him, taking into account the circumstances.

If Buyer detects a defect, it shall not modify, process or hand over the delivery item to third parties, but shall grant IPROMAC sufficient opportunity and time to convince itself of the defect and, if necessary, to carry out the required supplementary performance (repair or replacement delivery); otherwise all claims for defects shall lapse. Only in urgent cases of endangerment of operational safety or to avert disproportionately large damages, in which case IPROMAC shall be notified immediately, Buyer shall have the right to remedy the defect itself or to have it remedied by third parties and to claim reimbursement of the necessary expenses from IPROMAC. Irrespective of the existence of a defect, warranty claims shall also expire if Buyer or a third party carries out modification or repair work without IPROMAC's approval.

Transport damage must be reported to the seller immediately. The buyer shall arrange the necessary formalities with the carrier, in particular to make all necessary determinations to safeguard rights of recourse against third parties. Insofar as customary breakage, shrinkage or similar remain within reasonable limits, this cannot be objected to.

In the event of a justified complaint, IPROMAC shall, at its discretion, either remedy the defective goods or deliver a replacement. Multiple rectifications are permissible.

(10) In case of remedy of defects, IPROMAC shall be obliged to bear all expenses necessary for the purpose of remedy of defects, in particular transport, travel, labour and material costs, as far as these are not increased by the fact that the purchased item was brought to a place other than the place of performance.

(11) If IPROMAC allows a reasonable grace period granted to it for supplementary performance within the meaning of § 439 BGB (German Civil Code) to expire without remedying the defect or delivering a replacement or if a remedy or replacement delivery is impossible for it, fails or is refused by IPROMAC for other reasons, the Buyer, who is not a consumer, shall only be entitled to withdraw from the contract or reduce the purchase price to the exclusion of all other claims relating to the delivery item.

VII General limitation of liability

1. if the delivery item cannot be used by Buyer in accordance with the contract due to IPROMAC's fault as a result of omitted or faulty advice before or after conclusion of the contract or due to the breach of other contractual collateral duties (e.g. operating or maintenance instructions), the provisions of Sections VI and Vll.2 shall apply accordingly, any further claims of Buyer shall be excluded.

2. IPROMAC shall only be liable - for whatever legal reasons - for damage that has not occurred to the delivery item itself.

in the case of intent,
in the event of gross negligence on the part of the owner/the executive bodies or senior employees,
in the event of culpable injury to life, limb or health,
in the case of defects which he has fraudulently concealed or the absence of which he has guaranteed,
in the event of defects in the delivery item, insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used items.

In case of culpable breach of essential contractual obligations, IPROMAC shall also be liable in case of gross negligence of non-executive employees and in case of slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract; further claims shall be excluded.

VIII Retention of title, securities

IPROMAC shall retain title to the delivery item until receipt of all payments under the delivery contract. In case of Buyer's conduct in breach of the contract, in particular in case of default of payment, as well as in case of filing for insolvency proceedings, IPROMAC shall be entitled to take back the delivery item after a reminder and Buyer shall be obliged to surrender the delivery item. In case of seizure or other interventions by third parties, Buyer shall immediately notify IPROMAC in writing.

2. IPROMAC shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at Buyer's expense, unless Buyer has demonstrably taken out the insurance itself.

3. Buyer shall be entitled to resell the delivery item in the ordinary course of business. However, Buyer hereby assigns to IPROMAC all claims accruing to it against the buyer or third parties from the resale, irrespective of whether the goods subject to retention of title are resold without or after processing. Buyer shall be authorised to collect these claims even after assignment. IPROMAC's right to collect the claims itself shall remain unaffected; however, IPROMAC undertakes not to collect the claims as long as Buyer duly meets its payment obligations. IPROMAC may demand that Buyer discloses to it the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors of the assignment. If the delivery item is resold together with other goods not belonging to IPROMAC, Buyer's claim against the buyer shall be deemed assigned in the amount of the delivery price agreed between IPROMAC and Buyer.

4. the processing or transformation of reserved goods shall always be carried out by the Buyer for IPROMAC. If the reserved goods are processed or inseparably mixed with other objects not belonging to IPROMAC, IPROMAC shall acquire co-ownership of the new object in proportion of the value of the reserved goods to the other processed or mixed objects at the time of processing or mixing. If goods of IPROMAC are combined or inseparably mixed with other movable objects to form a uniform object and if the other object is to be regarded as the main object, it shall be deemed agreed that the Buyer transfers co-ownership to IPROMAC on a pro rata basis to the extent that the main object belongs to it. Buyer shall keep the property or co-property for IPROMAC. The same shall apply to the object resulting from the processing, transformation or combination as well as mixing as to the goods subject to retention of title.

For the proper fulfilment of Buyer's obligations, IPROMAC shall be entitled to demand adequate securities. IPROMAC undertakes to release the securities it is entitled to insofar as their value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.

IX. Obligation to perform, impossibility and non-performance

(1) IPROMAC's delivery obligation and delivery period shall be subject to proper, complete and timely self-delivery.

2. if IPROMAC's entire performance becomes impossible before the passing of risk due to a circumstance for which IPROMAC is responsible, the Buyer may withdraw from the contract.

In the event of partial impossibility or partial inability, the above provision shall only apply to the corresponding part. In this case, however, the buyer may withdraw from the entire contract if he can prove a justified interest in rejecting the partial delivery.

Further claims of the buyer, in particular claims for damages, are excluded in accordance with the provisions of Sections VI and VII.

If the impossibility occurs during the delay in acceptance or through the fault of the buyer, the buyer remains obliged to fulfil the contract.

After IPROMAC's withdrawal from the contract or after setting a deadline with a threat of refusal, IPROMAC shall be entitled to freely realise the goods taken back.

X. Place of performance, place of jurisdiction, applicable law

(1) Unless otherwise contractually agreed, the place of performance for payment and delivery of goods shall be IPROMAC's place of business.

(2) If Buyer is a merchant, a legal entity under public law or a special fund under public law, IPROMAC's place of business shall be the place of jurisdiction for all legal disputes, also within the scope of a bill of exchange or cheque process; actions against IPROMAC may only be brought there.

The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of private international law, unified international law and the UN Convention on Contracts for the International Sale of Goods.

XI. Legal effect, data protection

(1) Should any of the provisions of these General Terms and Conditions of Sale and Delivery be or become invalid, this shall not affect the validity of the remainder of the contract. The statutory provision shall apply in its place. In no case shall the relevant provision in these General Terms and Conditions of Sale and Delivery be replaced by the Buyer's terms and conditions.

2. any amendments or supplements to the contract shall require written confirmation by IPROMAC in order to be effective; this shall also apply to any deviation from the contractual written form requirement itself.

Legally relevant declarations of intent such as notices of termination, declarations of withdrawal, demands for a reduction in the purchase price or compensation for damages are only effective if they are made in writing.

(4) IPROMAC shall be entitled to process and store data about Buyer received in connection with the business relationship - even if such data originate from third parties - within the meaning of the Federal Data Protection Act and to have such data processed and stored by third parties commissioned by IPROMAC.

IproMac e.K.

Ennertsweg 38 b
D-58675 Hemer
Owner: Willi Schneegaß