General Terms and Conditions of Business and Sale

of MTRIX GmbH 

Stadtkoppel 23a 

21337 Lüneburg 

Germany 

§ 1 General - Scope 

(1) Our Terms and Conditions of Sale shall apply exclusively; we do not accept any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale. (2) Our Terms and Conditions of Sale shall only apply to business enterprises within the meaning of Section 310 (1) of the German Civil Code (BGB). 

§ 2 Conclusion of contract 

(1) By sending an order, the customer makes an offer within the meaning of § 145 BGB. (2) The contract with us is concluded when we accept the customer's offer in writing within 5 days or on delivery of the ordered goods. In this respect, the decisive factor is the date of receipt of the written acceptance or the goods by the customer. 

§ 3 Prices - Terms of payment

 (1) Unless otherwise stated in the order confirmation, our prices shall apply ex our business headquarters excluding packaging and shipping; these costs shall be invoiced separately. (2) Statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing. (3) The advance payment agreement via bank transfer or PayPal shall apply. (4) The deduction of a discount requires a special agreement in writing. (5) Invoices, if agreed separately, are payable 10 days after the invoice date without deductions. A payment term not agreed upon may not exceed 30 days after receipt of the invoice. If the due date is exceeded, interest on arrears will be charged at a rate of 9% above the respective base rate of the European Central Bank. All costs caused by late payment, such as renewal costs, protest charges, lawyer's fees, etc. shall be borne by the defaulting buyer. We reserve the right to demand cash payment or payment in advance or to withdraw from the contract until a positive credit report is available. Credit notes are generally issued after deduction of discounts and other rebates granted on the invoice amount. 

§ 4 Delivery

 (1) Delivery shall be made in principle from the Mtrix place of business plus shipping costs. (2) If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred, including any additional expenses. We reserve the right to assert further claims. (3) Insofar as the prerequisites of subsection (2) exist, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay. (4) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which we are responsible, the customer is entitled to claim that his interest in the further performance of the contract has ceased to exist. (5) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents shall be attributed to us. Unless the delay in delivery is due to an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage. (6) We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage. (7) Further legal claims and rights of the customer remain reserved. 

§ 5 Transport damage 

(1) All deliveries travel at the risk of the customer/orderer. The customer is obliged to have obvious transport damage confirmed by the carrier upon acceptance. The receipt for the damage must be submitted to us immediately. (2) Unconfirmed obvious defects cannot be acknowledged later and are also not insured. If it is a case of hidden transport damage or defect, this must be reported immediately in writing form to the carrier and the recourse claims must be filed with the carrier. The customer is obliged to provide us with a proof of the notification of the hidden defect immediately.

§ 6 Liability for defects 

(1) Claims for defects on the part of the customer presuppose that the customer has properly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). (2) Insofar as there is a defect in the purchased item, the customer shall be entitled to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects, at the customer's discretion. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of delivery. (3) If the supplementary performance fails, the customer shall be entitled to demand withdrawal or reduction at his discretion. (4) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage. (5) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage. (6) Insofar as the customer is entitled to claim compensation for damage instead of performance, our liability shall be limited to compensation for the foreseeable, typically occurring damage, also within the scope of subsection (3). (7) Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act. (8) The limitation period for claims for defects is 24 months for new goods, calculated from the transfer of risk. (9) The limitation period in the case of a delivery recourse according to § 478 BGB remains unaffected. 

§ 7 Retention of title 

(1) We retain title to the purchased item until receipt of all payments under the delivery contract. In the event that the customer violates the contract, in particular in the event of default in payment, we shall be entitled to take back the item of sale. Our taking back of the item of sale shall constitute a withdrawal from the contract. After taking back the item of sale, utilization proceeds shall, reduced by reasonable utilization costs, be offset against the buyer's liabilities. (2) The customer is obliged to treat the item of sale with care; in particular, he is obliged to insure it adequately at his own expense against damage by fire, water and theft at its replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense. (3) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us. (4) The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim accruing to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. (5) We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at our discretion. 

§ 8 Place of jurisdiction - Choice of law - Place of performance 

(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence. (2) The law of the Federal Republic of Germany shall apply; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded. (3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance. 

§ 9 Severability clause 

 If individual provisions of this contract are not legally effective in whole or in part or lose their legal effectiveness at a later date, the validity of the rest of the contract shall not be affected.