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General Terms and Conditions
 
  for goods and services from Precoplat GmbH (Revision: 03 of 28th March 2002)


 
 
1. General backtopbottom
 
  1.1
These General Terms and Conditions of Business or "General Terms and Conditions
of Sale and Supply" (or "General Terms", for short) shall apply to all business
transactions between the Customer or other customers (hereinafter collectively called
"the Customer") even if they are not mentioned in later contracts. They shall in particular
even apply if the Customer draws attention to his own terms of business when placing
his order or in any other way. Contractual provisions with any differing content shall have
no application. Nothing different from these General Terms shall apply unless supplier
has expressly consented to these differing terms of business.

1.2
The Customer shall be deemed to have accepted these General Terms as soon as he
physically takes receipt of our goods and/or services unless the he rejects them within
48 hours of receiving our goods and/or services. It he does reject them he shall return
the goods and/or services to supplier immediately. If the goods and/or services have
not been returned for any reason whatsoever within 48 hours has stated his refusal to
accept the General Terms he shall become liable towards supplier for a contractual
penalty corresponding to the value of the goods and/or services he has received.


 
2. Offers backtopbottom
 
  2.1
Unless our offers are accepted without delay, all offers and price information shall be
deemed to be free and nonbinding unless and until a valid contract has come into
existence, except when a period of binding force has been expressly stated. No orders
or oral agreements shall have any valid binding effect on supplier unless and to the
extent that we confirm them in writing. Cost estimates shall always be without binding
effect.

2.2
The documentation relating to an offer such as drawings and illustrations, and data
contained in the offer such as measurements, weights, or performance, shall be
regarded as only approximate unless expressly described as "binding".


 
3. Orders backtopbottom
 
  3.1
Our written confirmation of order shall be exclusively binding as to the scope of the
goods and/or services to be supplied. No objections to the contents of the confirmation
of order shall be accepted unless we receive them in writing and without delay, and
within 7 working days at the latest after the date on which it was issued. Later changes
can only be taken into account if expressly agreed in writing. Apart from this, the
provisions of subclause 1.2 above shall apply in all relevant respects.

3.2
supplier shall reserve the right to check the customer's creditworthiness even after the
order has been confirmed, through a creditinsurance company if relevant, and to cancel
the contract totally if the findings are unfavourable, meaning in particular if the credit
insurers refuse to provide cover.

3.3
No oral declarations, meaning in particular any made by our sales agents or travelling
salesmen, shall become legally valid unless and until confirmed in writing by supplier.

3.4
If the customer after having awarded a contract then cancels it without justification,
supplier can charge 25 percent of the purchase price for the costs incurred in
processing the order and for forgone profit, and without prejudice to any claim for
compensation for any greater loss. The customer shall be entitled to demonstrate that
a lesser loss has been incurred.

3.5
The customer shall call off the last of any call-off orders no later than 6 months after
the date of the confirmation of order. supplier shall then set a reasonable extension period, and if, once it has expired, the order has not been finally called off with all the necessary detailed information we shall be entitled at our free discretion either to
deliver the remaining quantity even without any call-off at the price in force on the day
of said delivery, or to claim damages in lieu of the contractual obligation, or to cancel
the contract in respect of the remaining quantity.


 
4. Copyright backtopbottom
 
  If supplier produces to the customer's order, using drawings, models, patterns, or any
other technical documentation provided by him, the customer shall be deemed to have
guaranteed that no third party's industrial property rights will be violated thereby. Should
any third party invoke any existing industrial property rights and forbid supplier from
producing and delivering such goods or supplying such services, we shall be entitled,
without being under any obligation to examine the legal situation, to cease all further
activity to the relevant extent and to demand damages from the customer. By providing
any such drawings and/or other documentation the customer holds supplier safe and
harmless at its first request from any claims that any third party may raise in this connection.


 
5. Working Aids backtopbottom
 
  5.1
If data are despatched by remote data transmission or eMail or on any kind of data
carrier, the customer shall bear liability for any data errors caused by a faulty connection.
The customer hereby guarantees that no data shall be transmitted or sent on a data
carrier unless it has been checked and is free of viruses. Any working aids provided by
the customer such as data carriers, finished drawings / artwork, or original litho films
shall therefore require no examination or approval from supplier. If any rework is
reported to be necessary, the customer shall give his agreement to supplier carrying
out and charging for the work.

5.2
Tools, data carriers, litho films and plates, jigs, printing equipment, drilling and
machining programmes, etc. shall only be charged on the basis of a share of the
costs and shall remain the exclusive property of supplier. They shall be retained
and maintained for a period of one year from the date of last use. supplier shall be
free to sell them. We shall retain the reproduction rights over any designs that we produce.

5.3
Proofs, quality samples, or working models shall be submitted for approval if we
consider this necessary. No changes, acceptance, or approval shall be valid unless
we are given them in writing. Any acceptance or approval of proofs, drawings, or
samples given by the customer or any party acting with his authority shall absolve
supplier from any liability for defects that they may later contain or cause unless
supplier has acted with intent or in gross negligence.

5.4
supplier shall bear no liability for defects caused by the order itself, by any
documentation it has been sent, or by any data contained therein, being incomplete
or capable of more than one interpretation. The foregoing shall not apply if supplier
has acted with intent or in gross negligence.


 
6. Data on state of finish backtopbottom
 
  6.1
supplier shall not be deemed to have given any data on the finished state of any
product unless it has been expressly described in writing as "Specific contractual
conditions" and identified as such. We shall not be held liable for any agreements
made by any of our representatives or vicarious agents unless the customer has
expressly informed us of them and we have confirmed them.

6.2
It shall be deemed to have been agreed that the state in which the goods are delivered
shall be exclusively our product description.

6.3
Public announcements, advertising copy, and other forms of advertising, on the other
hand, do not represent any contractual data on the state of the product.


 
7. Delivery quantity backtopbottom
 
  supplier shall use its best endeavours to deliver the agreed quantity in conformity with
the contract. Partconsignments shall be permissible. However, the customer shall be
under an obligation to accept any variation up to 10 percent in the agreed quantity or
production batch caused by production factors. supplier shall not thereby be held in
violation of any contractual obligation of any kind. The claim to payment arising from the
quantity actually supplied shall be increased or decreased accordingly. If a sequence of
consignments is delivered, each call-off shall be made from the ordered quantity as
effective delivered quantities. If any quantity is called off in excess of the quantity
originally ordered, we shall be entitled to request the creation of a new contract or to
charge for the excess quantity at the price in force on the relevant day.


 
8. Delivery periods backtopbottom
 
  8.1
Delivery dates and periods published by supplier shall be regarded as approximate
and as nonbinding information for the customer unless we have promised the delivery
date or period in writing and designated it as "fixed". Any such "fixed" delivery date or
period shall be subject to our being supplied punctually and correctly with the necessary
materials. supplier shall not accept any obligation for ensuring punctual transportation.

8.2
Delivery periods shall count from the date on which the order confirmation is
despatched but shall not start to run until all details have been clarified on the order
and any documentation, licences, approval, material, or other items to be supplied by
the customer have been received, nor until any agreed instalment payment has been
made or any Letter of Credit has been opened in supplier's favour.

8.3
The delivery date shall be deemed to have been met if the goods to be delivered have
left the works by that date or the customer has been informed that they are ready for
collection. Our delivery period shall be in abeyance and shall be prolonged by at least
the length of time for which the customer is in arrears of fulfilment of his counter
performance and under certain circumstances by a multiple of this length of time if as
a result of the delay machinery has been deployed on other orders and it is not possible
to bring the interruption caused by the customer to an immediate end. The delivery
period shall also be prolonged if unforeseen obstacles arise, meaning in particular any
Act of God or force majeure or occurrences outside our control such as interruptions to
operations, faulty or shortfall production, strikes, or lockouts, regardless of whether
these affect us or our suppliers, if these circumstances can be demonstrated to have
a direct and significant impact on the production or delivery of the goods or services we
are to supply. No rights or claims shall accrue to the customer as a result of any such
circumstances. The circumstances described above shall also be deemed to be
outside our control if they arise after a delay has already started to occur. In important
instances we will inform the customer as soon as possible about the start and end of
any such circumstances:

8.4
We shall be permitted to deliver partconsignments within the delivery period that we
have stated provided this does not result in any disadvantage to the use of the products.

8.5
Our adherence to delivery dates shall be conditional upon the customer properly and
punctually fulfilling his contractual obligations, meaning his payment obligations in
particular.

8.6
In the event of any unforeseen events, if they are of commercial significance, seriously
changing the substance of the goods and/or services to be supplied, or seriously affect
our operations or those of any of our suppliers, and in the event of factors emerging later
that make it objectively impossible to execute the contract, we shall be entitled to cancel
such parts of the contract as we are unable to fulfil. If we make use of this right we shall
inform the customer accordingly and without delay as soon as we become aware of the
implications of the relevant event, even if an extension of the delivery date has already
been agreed with the customer. No rights or claims for compensation shall accrue to
the customer as a result of any cancellation of this kind.

8.7
If goods are ordered on call-off, the entire quantity ordered shall be called off within the
agreed delivery period. If not, we shall be entitled to despatch and charge for the
remaining quantity, in the form of semifinished goods and/or special material if
necessary. If a special price has been granted to the customer on account of the total
contractual quantity, including contracts for successive deliveries, but the entire agreed
quantity is not called off or accepted within the agreed call-off period, supplier shall
reserve the right to impose a price increase appropriate to the reduced quantity. If an
extension period is granted in respect of the residual quantity, the possibility shall exist
of agreeing a new price. If the residual quantity is not called off at all, we shall reserve all
our rights.


 
9. Price backtopbottom
 
  In the absence of any specific agreement to the contrary, all prices shall be defined as
exworks, expremises, or exwarehouse, or in specific cases exdespatch from some
other external point within the Federal Republic of Germany, but shall always exclude
packing and other costs. Value Added Tax shall always be added at the statutorily
prescribed rate to the prices we state. If goods and/or services are supplied more than
four months after the contract comes into existence, supplier shall reserve the right to
invoice an appropriate overheads surcharge to cover any increases in wage rates or the
prices of materials and/or energy that may have occurred in the interim. This shall apply
in particular to contracts for successive deliveries.


 
10. Payment backtopbottom
 
  10.1
In the absence of any specific agreement to the contrary, payment shall be made net of
all charges to our point of payment.

10.2
Agreement payment terms shall count from the date of issue of the relevant invoice.
Any promptpayment discount that may have been agreed shall only be applicable on
condition that all payment obligations from earlier invoices have been met in full. Invoice
amounts of less than € 200 shall be due for payment immediately, netnet and without
any deductions.

10.3
supplier shall be under no obligation to supply any further goods or services under any
current contract so long as any earlier invoices that are due or overdue for payment have
not been settled.

10.4
All payments owed to supplier under the business relationship, meaning the entirety of
the customer's exposure to supplier and including, for instance, claims for payment for
semifinished product resulting from transfer of risk at the start of production, for
finished product held in trust in our safekeeping on his behalf, and for goods delivered
but not yet paid for, shall be declared due for immediate payment regardless of the
maturity of any bills-of-exchange or cheques that may have been received if there is any
sound reason for us to do so such as arrears of payment, poor credit information, or a
downgrading of the customer's credit rating by the credit insurers. The same shall apply
if any justifiable doubts arise as to the customer's solvency or creditworthiness or if the
customer pledges his receivable accounts or goods covered by our retention of title to a
third party or offers the same as collateral. Under these or similar circumstances we
shall also be entitled to require payments in advance or collateral in respect of all
current transactions. If we still have a backlog or orders to work through for the
customer, we shall also be entitled to cancel these orders and/or demand
compensation in lieu of performance.


 
11. Transfer of risk backtopbottom
 
  11.1
supplier shall notify the customer when a production batch has been produced in
accordance with a confirmed order. All risks attaching to the goods that are to be
delivered shall be transferred to the customer when he receives this notification. The
customer shall be under an obligation to collect the goods from supplier in accordance
with the notification of production.

11.2
We shall be entitled but under no obligation to enter into contracts for transportation on
the customer's behalf and to select the mode and route of transport.


 
12. Packing backtopbottom
 
  supplier shall reserve the right to decide on the type and amount of packing. Packing
costs shall be invoiced separately. If packaging, especially packaging containers, is
returned to supplier immediately, carriage paid, and in a faultless condition, we will
issue a credit note for two-thirds of its invoiced value. Apart from this we reserve the right
to refuse to take packing material back.


 
13. Retention of title backtopbottom
 
  13.1
All goods shall remain our property until the customer has fulfilled all claims that we
have against him under the whole business relationship. The customer shall not
pledge the goods while they are under our retention of title nor transfer title over them
by way of collateral. In the event of any third party attaching, confiscating, or otherwise
disposing over the goods, the customer shall inform supplier without delay and state
the complete name and address of the creditor who is seeking attachment

13.2
Goods under our retention of title shall not be resold except as part of the customer's
normal business processes. The claim for payment accruing to the customer against
his customer from the purchase price of the goods shall be deemed to have been
assigned to us up to the level of our purchase price payment account. The customer
shall not be entitled to dispose over the retained goods in any other way.

13.3
The customer shall be entitled until further notice (which can be given at any time) to
collect the purchase price payment account. If the goods supplied under retention of title
are treated, processed, or mingled or combined with other goods, or if the customer has
other rights over these goods, supplier shall become the coowner in the same
proportion as value of the retained goods to the other objects. If any object in the
customer's possession that is under retention of title is to be regarded as the principal
object, the parties already agree that we shall be the owner of the principle object as
well and that its transfer to us is superseded by the provision of this object on loan into
the customer's possession.

13.4
In the event of arrears of payment of the whole or any part of an amount owing, the
customer's right of ownership shall expire as well as his authorisation to collect the
receivable accounts from his customers. If we so request, the customer shall then
inform supplier of the names and addresses of his debtors for these assigned
accounts, provide all necessary information, and inform the debtors of the assignment.
Otherwise supplier shall be entitled to require the immediate surrender of the goods
held by the customer under retention of title, although this requirement of surrender
shall merely serve to secure the title and shall not be construed as cancellation of the
contract.

13.5
The customer shall bear the risk of the accidental destruction of the goods under
retention of title and shall be under an obligation to treat the goods that have been
delivered with all due care and to insure them adequately for the duration of the retention
of title. Any claim on the insurance shall be deemed to have been assigned here and
now to supplier and shall remain with supplier until the purchase price and any
consequent ancillary costs have been paid in full.

13.6
All rights under the retention of title and all special agreements defined in these General
Terms shall apply until obligations have been discharged in full as contingent liabilities
that we have accepted in the customer's interests.

13.7
We shall be under an obligation to release all collateral to which we are entitled, if the
customer so requests, as soon as its value exceeds that of the accounts receivable that
it secures by more than 20 percent.


 
14. Guarantee backtopbottom
 
  14.1
supplier shall provide a guarantee against defects and shall at its discretion rework or
replace any defective goods. Should all attempts at rectification fail, the customer shall
be entitled to require a reduction in the remuneration or the cancellation of the contract.
The customer shall have no right to cancel the contract if only a minor violation of the
contract has occurred, e.g. if the defects are minor,. If the customer cancels the contract
on the grounds that the goods were defective and the defects have not been rectified, he
shall not be entitled to claim damages on the grounds of the defect.

14.2
The customer shall inform supplier in writing of any obvious defects no later than 7
calendar days after receiving the goods, and of any other defects within 7 days of their
coming to light, otherwise no guarantee claims shall be entertained. The 7-day period
shall be deemed to have been met if the notification is sent off within this time. The
customer shall bear the onus of proof that the prerequisites for a guarantee claim have
been met, particularly with respect to the defect itself, the point in time when the defect
was identified, and the punctual notification of the defect.

14.3
The guarantee period shall be one year counting from the date of delivery of the goods.

14.5
In the event of any violation of the contract due to minor negligence, our liability shall be
limited to the average damage foreseeable with goods of this kind and typical of this
kind of contract. This shall also apply to any case of minor violation of obligations by any
of our representatives or vicarious agents. Apart from this we shall bear no liability for
insignificant violations of contractual duties caused by minor negligence.


 
15. Miscellaneous backtopbottom
 
  15.1
supplier shall not accept the assignment of any of the customer's receivable accounts.

15.2
The customer shall have no rights of offset unless his counterclaim has been
established by a court. The customer shall have no right of retention unless his
counterclaim is based on the same contractual relationship.

15.3
Should any provision of these General Terms prove to be invalid, unworkable, or beset
by loopholes, it shall be replaced by a provision that come as close as possible to that
which the parties desired but is valid, workable, and complete. This shall not affect the
validity of the remainder of the contract.

15.4
Wird das Insolvenzverfahren über das Ver-mögen eines Vertragspartners beantragt,
ist der andere Vertragspartner berechtigt für den nicht erfüllten Teil vom Vertrag
zurückzutreten.


 
16. Place of execution and jurisdiction backtopbottom
 
  16.1
Deliveries shall be made at choice exworks Krefeld or free at haulier in Krefeld
(Germany). The place of execution for the supply of all goods and services under the
contract, including cheques and bills-of-exchange, shall be Düsseldorf (Germany).

16.2
The place of jurisdiction for any disputes that may arise directly or indirectly from the
contractual relationship shall likewise be Düsseldorf. supplier shall also be entitled
to sue the customer before the with court geographic jurisdiction over his place of
business.


 
17. Choice of law backtopbottom
 
  17.1
German law shall apply to all legal relationships resulting for the parties and their
successors in law from any contract governed by these General Terms including any
subordinate or ancillary transactions, to the exclusion of the application of any legal
norms created by German legislation on collisions of law where these refer to any other
country's legal system, the Hague Convention on Uniform Purchasing Law, uniform UN
Purchasing Law, or any other Conventions governing the law on the purchasing of
merchandise.

17.2
The contractual language shall be German. Any written matter composed in any other
language shall be deemed to be a translation of the original. If any discrepancies exist
between a German text and that in any other language, including these General Terms,
the German text shall always take precedence as the original.


 
18. Data protection backtopbottom
 
  The customer hereby agrees to supplier processing and using his personal data in the
context of or in connection with our business relationship to the extent permitted by data-
protection legislation.


 
19. Minimum salary backtopbottom
 
  Herewith we confirm that our company pays the minimum salary according to the newest Germany Minimum Salary laws (MiLoG).

 
 
| Precoplat Präzisions-Leiterplatten-Technik GmbH resident in 47877 Willich-Germany |
| Registered at the Krefeld District Court | Registration No. HRB 1444 | VAT-ID-No.: DE 120 156 920 |
| Management: Hildegard Völker & Andreas Brüggen | Post Address: 47805 Krefeld, Oberdiessemer Strasse 15 |
| Telephone: ++49 (0) 21 51 825 1 | Telefax: ++49 (0)21 51 932 450 | eMail: infotern@precoplat.com |

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Tuesday, October 24, 2017