§ 1 Offer and Formation of a Contract

1. Offers made by Range + Heine shall always be subject to confirmation until a written acceptance by the Customer is received by Range + Heine.
2. A contract shall be formed on the written acceptance of the written offer or by a written agreement signed by the Customer and Range + Heine.

§ 2 Prices and Payments

1. In the absence of divergent contractual agreements, payments shall be due and payable within 14 days of the invoice date.
   A payment shall be deemed made only if the invoice amount is credited to one of the Range + Heine bank accounts in due time.
2. Unless otherwise specified in the contract, the agreed price shall be paid in partial amounts as follows:
   30 % after receipt of order confirmation
   60 % after delivery of the system to the Customer
   10 % after commissioning and acceptance of the system by the Customer
   compliance with § 7 section 2 and 5 of these terms and conditions.
3. The Customer shall only be entitled to exercise any right of retention or to offset payments against counterclaims if its claims are undisputed or legally established.

§ 3 Delays in Delivery by the Customer

1. In the event that the Customer is not able to complete the required preparatory works for the delivery of the subject matter of the contract or is unable to complete them in due time, the Customer shall immediately notify Range + Heine in writing about the delay.
   In such case, Range + Heine shall have the right to terminate the manufacture of all or part of the subject matter of the contract. The delivery dates agreed with Range + Heine each time shall be extended by the period of time by which the Customer is behind schedule with its preparatory works.
2. In this case, the Customer shall be obliged to effect the partial payment of the contractual price to Range + Heine which would have been due if the Customer had not caused the delay.
3. In addition, the Customer shall compensate Range + Heine for all damages arising from the delay caused by the Customer. Range + Heine shall be entitled to set the Customer an appropriate time limit for the completion of its preparatory works. After expiration of this time limit, Range + Heine shall be entitled to withdraw from the contract and to claim damages for non-performance.

§ 4 Delays in Delivery by Range + Heine

1. In the event that Range + Heine is unable to deliver the subject matter of the contract on the due date, Range + Heine shall be obliged to notify the Customer in writing immediately, indicating the reasons for the delay.
2. In this notification, Range + Heine shall have the right to demand an appropriate new deadline for the manufacture and delivery of the subject matter of the contract.
3. If Range + Heine, however, fails to complete the subject matter of the contract within the new deadline demanded according to section 2 above, the Customer shall have the right to withdraw from the contract and to claim damages for non-performance.
   In this case, damages to be claimed by the Customer shall be limited to 15 % of the agreed price, unless Range + Heine can be accused of gross negligence.
4. Any claim for liquidated damages of the Customer possibly agreed upon in the contract remains unaffected by this provision.

§ 5 Delays in Delivery Caused by Force Majeure

1. In the event that the Customer or Range + Heine are prevented from meeting their obligations by force majeure, the agreed delivery periods each time shall be extended accordingly. Each party shall be obliged to immediately inform the other party in writing about any such circumstance, stating its estimated duration and expected termination. This provision shall also apply if such circumstance prevails at any subcontractor or supplier of any of the parties.
2. The Customer shall be obliged to reimburse Range + Heine for any costs incurred in connection with the safeguarding or protection of the subject matter of the contract, provided that the delay caused by force majeure occurred at the Customer.
3. Force majeure particularly includes circumstances which are beyond control of the contract parties, i.e. acts of war, vandalism, revolutions, embargos , fire, official limitations to energy consumption and the like.

§ 6 Terms of Assembly

1. The Customer shall be obliged to provide or to create appropriate conditions for the assembly of the subject matter of the contract, including, but not limited to
   a) assembly rooms that are sufficiently lighted, ventilated and adequately air-conditioned (temperature range 18 to 25°C).
   b) water, electricity and compressed air in sufficient quantities, as well as a sufficient number of supplies and connections.
2. In the event that assembly conditions according to section 1 are inappropriate upon delivery of the subject matter of the contract, Range + Heine shall be entitled to refuse to carry out assembly until such appropriate assembly conditions are provided without affecting the due date of the agreed price.
3. If the Customer fails to provide appropriate assembly conditions within a new deadline set by Range + Heine, the residual amount of the agreed price shall be due for payment upon expiration of the new deadline.
4. In the event that the assembly is not included in the agreed price and the assembly costs are not explicitly dealt with in the contract, the Customer shall bear the following assembly costs:
   a) expenditure of time of Range + Heine employees to the following extent:
   • working time provided, calculated on an hourly basis, including additional charges for overtime, night, Sunday and public holiday work
   • required times for travelling, if payable according to statutory or collectively agreed regulations, including times required to prepare travelling
   • in the event that an adequate accomodation cannot be found within a travelling time of half an hour from the place of assembly, required times for travelling back and forth from the accomodation to the place of assembly.
   • waiting times and downtimes for which the Customer is responsible
   The costs of the expenditure of time is calculated on the usual hourly rates granted by Range + Heine.
   b) costs of transport of assembly material and necessary tools as well as personal luggage of Range + Heine employees
   c) costs of board and lodging per day of absence of Range + Heine employees
   d) costs of adequate accomodation on presentation of receipts
   e) expenses incurred by Range + Heine for the supply of special assembly tools as well as possible rental charges for heavy tools

§ 7 Transfer of Risk and Acceptance

1. The risk of loss and damaging of the subject matter of the contract shall pass to the Customer as soon as it leaves the Range+ Heine plant, irrespective of whether the freight costs are borne by the Customer or not.
2. Acceptance shall be made after the assembly of the subject matter of the contract has been completed at the Customer and Range + Heine has informed the Customer in writing about its readiness for acceptance.
   When notifying the Customer about its readiness for acceptance, Range + Heine sets an acceptance date.
3. An acceptance certificate shall be drawn, stating in writing the operational readiness and possible deficiencies or defects.
   The acceptance certificate is to be signed by both the Customer and Range + Heine
4. Minor deficiencies which do not impair the availability of the subject matter of the contract shall not entitle the Customer to refuse acceptance and payment of the instalment due on acceptance.
5. In the event that the Customer does not meet its obligation to co-operate during the acceptance or impedes or prevents the acceptance, the subject matter of the contract shall be deemed as being accepted on the acceptance date communicated according to section 2 above.

§ 8 Retention of Title

1. The subject matter of the contract shall remain the property of Range + Heine until payment of the agreed price in full, including potential assembly costs.
2. The subject matter of the contract shall remain the property of Range + Heine even if it has been processed, installed or remodeled by the Customer.
   If the property right of Range + Heine expires due to combination or installation, it is agreed that the Customer’s share in the new item passes to Range + Heine on a pro-rata basis of the value of the new item.
3. The Customer shall have the right to sell the subject matter of the contract within the normal course of business. By way of security, the Customer assigns the claim resulting from the resale to Range + Heine.
   In the event of a resale of the subject matter of the contract, the Customer shall be obliged to provide Range + Heine with the the name and complete address of the purchaser, if requested.
   Range + Heine shall only be entitled to disclose the assignment by way of security if the Customer does not meet its payment obligations on time.
4. If any third party has access to the subject matter of the contract (e.g. pledging), the Customer shall be obliged to inform this third party about the property right of Range + Heine and notify Range + Heine in writing immediately.

§ 9 Warranty

1. Range + Heine provides a one-year guarantee for defects of the subject matter of the contract occurring during single shift operation, starting on the acceptance date in accordance with § 7 section 2 and 5.
   If the subject matter of the contract is used in multiple shift operation, the warranty period shall be reduced accordingly.
2. The Customer shall immediately inform Range + Heine in writing about any defect occurring during the warranty period. The notice of defect shall describe the defect in a substantiate way.
3. Range + Heine shall eliminate legitimately claimed defects at their own expense at the place of delivery. If the subject matter of the contract is no longer to be found at the place of delivery, the Customer shall fully reimburse Range + Heine for any additional expenses incurred.
4. If Range + Heine fails to meet its obligation to eliminate the defect within a reasonable period of time, the Customer shall be obliged to set Range + Heine an appropriate new deadline to eliminate the defect.
   If Range + Heine also fails to meet its obligation to eliminate the defect within the new deadline, the Customer shall be entitled to have the defect eliminated by way of substitute performance at the expense of Range + Heine or
   a) in case of a minor defect, to ask for a reduction of the agreed price
   b) in case of a considerable defect adversely affecting the serviceability of the subject matter of the contract, to withdraw from the contract.
5. In the event of a withdrawal from the contract, the Customer shall be entitled to claim damages for non-performance. Damages, however, shall be limited to a maximum of 15 % of the agreed price.
6. Apart from the costs to eliminate a defect and claims for damages in compliance with sections 1 – 5, Range + Heine does not accept any liability for any subsequent damage which may have been caused by the defect, e.g. loss of production, business interruption, loss of profit or any similar indirect damage. This limitation of liability shall not apply if Range + Heine can be accused of intention or gross negligence or the negligent breach of essential contractual obligations.
   Additionally, this limitation of liability shall not apply to the culpable injury to life, body or health.
7. In the event that the Customer has notified Range + Heine of a defect and, after the subject matter of the contract has been inspected by either Range + Heine or an expert, it has become evident that the subject matter of the contract does not have any defect, the Customer shall be obliged to reimburse Range + Heine for any expenses incurred in connection with the inspection of the subject matter of the contract as well as any expert’s fees.

§ 10 Applicable Law / Place of Jurisdiction

1. The contractual relationship between the Customer and Range + Heine shall exclusively be governed by the laws of the Federal Republic of Germany.
2. Place of jurisdiction shall be Stuttgart, Germany.