(GENERAL TERMS AND CONDITIONS) GENERAL TERMS AND CONDITIONS

OF CABS UG (HAFTUNGSBESCHRÄNKT) AS OF 01.09.2015

§1 GENERAL

These Terms and Conditions of Sale, Delivery and Payment are legally binding for all business relationships, sales and other legal transactions between us and our customers. Deviating agreements or additions, telephone and verbal agreements are only binding if they are confirmed by us in writing. The customer waives his own terms and conditions of purchase unless he expressly objects to them in writing and requests special agreements.

§2 OFFER AND ORDER CONFIRMATION

1 The contract is only concluded upon receipt of our written order confirmation. Until this point in time, all offers are subject to change and non-binding.

2 Subsidiary agreements, amendments and supplements require our written confirmation.

3 The documents belonging to the offer or the order confirmation such as drawings, sample parts as well as specifications and performance data are only binding if this is expressly agreed in writing. Such information is not to be understood as a guarantee of quality.

4 We reserve the right of ownership to the documents belonging to the offer, such as drawings, sample parts and the like. They may not be made accessible to third parties and must be returned on request.

5 Confirmed prices shall only apply if the confirmed quantities are accepted. Sales prices offered by us in writing shall be deemed to be fixed prices if our offer is accepted immediately - but at the latest within 30 days - by an unchanged written order.

6 We reserve the right to change prices in the event that cost-increasing circumstances of any kind occur between conclusion of the contract and delivery.

7 The minimum order value for our goods is €50 net, otherwise we charge a flat-rate surcharge of €25 net on the value of the goods ordered.

§3 DELIVERY

1 General information

1.1 The risk in all transactions shall pass to the buyer when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the warehouse, unless the buyer is a consumer.

1.2 We are entitled to make partial deliveries at any time.

1.3 In the case of manufactured goods, excess and short deliveries of up to 10 % of the agreed quantity are permissible.

1.4 In the case of call-off orders, we are entitled to manufacture the entire order quantity or have it manufactured. Any change requests can only be taken into account if they are expressly agreed.

1.5 Unless a binding agreement has been made, call-off dates and quantities can only be met within the scope of our delivery and manufacturing capabilities.

2 Delivery dates and deadlines

2.1 Unless expressly stated otherwise in the order confirmation, the delivery dates stated are non-binding.

2.2 If a binding delivery time is agreed, we can be put in default at the earliest after a written grace period of 14 days. If we are in default after expiry of this period, our liability for damages in the event of slight and medium negligence shall be limited to an amount of 50 % of the foreseeable damage.

2.3 Further claims for damages shall only exist if the delay is due to intent or gross negligence.

2.4 In the event that performance is impossible for us, the customer shall only have the right to withdraw from the contract without being entitled to compensation in lieu of performance or subsequent delivery. Services received are to be returned step by step.

2.5 Unforeseeable extraordinary events such as labor disputes, sovereign measures, traffic disruptions or other cases of force majeure that are beyond our control and delay our delivery or make it impossible shall entitle us to withdraw from the contract or to reasonably postpone the delivery period without any claim for damages or subsequent delivery.

2.6 Should the buyer be more than 10 days in default of acceptance, we shall be entitled to withdraw from the contract and claim reimbursement of any transportation costs incurred. We reserve the right to claim further damages of at least 30 % of the respective net value of the goods.

§4 PAYMENT

1 Terms of payment

1.1 Our invoices are payable within 10 days of the invoice date less 2 % discount or within 30 days of the invoice date strictly net.

1.2 Insofar as a discount is granted, this is subject to a special agreement and that all previous invoices - with the exception of invoices to which our customer has justified objections - have been settled by then.

2 Creditworthiness and default of payment

2.1 In the event of justified doubts as to the customer's solvency or creditworthiness, we shall be entitled, without prejudice to further statutory rights, to make deliveries only against advance payment.

2.2 If the customer refuses to make the advance payment, we shall be entitled to withdraw from the contract after a corresponding warning of refusal and to demand compensation instead of performance.

2.3 If the customer is in default of payment, we are entitled to interrupt and withhold the processing of further orders.

2.4 We are entitled to charge our customer, if he is a consumer, interest of 5 % above the prime rate and, if he is not a consumer, 8 % above the prime rate from the date of default. We reserve the right to claim further damages.

§5 RETENTION OF TITLE

1 Our deliveries are made exclusively subject to retention of title. Ownership shall not pass to the customer until he has settled all his liabilities to us.

2 In the case of current accounts, the retained title shall also serve as security for our balance claim. The handling, processing, assembly or other utilization of goods delivered by us which are still our property shall be deemed to have been carried out on our behalf without any liabilities arising for us from this.

3 If the goods delivered by us are mixed or combined with other items, the customer shall assign to us his ownership or co-ownership rights to the mixed stock or the new item when these Terms and Conditions of Sale, Delivery and Payment come into effect and shall store them for us free of charge with the due care of a prudent businessman.

4 The customer may only sell the delivered goods in the ordinary course of business and may not agree a prohibition of assignment with his customer.

5 In the event of resale, the purchase price claim up to the amount of our claim including default interest and consequential legal costs shall be assigned in place of the reserved goods. The buyer's claims from the resale of the reserved goods are hereby assigned to us.

6 The customer must disclose to us or immediately notify us in writing of any impairment of our rights, in particular seizures. In the event of seizure, the customer must immediately send us a copy of the seizure protocol and an affidavit stating that our retention of title to the seized item still exists.

7 When these Terms and Conditions of Sale, Delivery and Payment come into effect, the customer assigns to us all claims, including all ancillary rights and securities, until all our claims against his customers arising from future sales of goods delivered by us have been settled in full, namely in the amount of the invoice amount of the goods delivered by us and sold by the customer plus 50 %.

8 If the value of the assignments and securities given to us exceeds our claims by a total of more than 50 %, we undertake to release corresponding securities at our discretion at the customer's request.

9 At our request, the customer is obliged to inform his customer of the assignment and to provide us with the information and documents required to assert our rights against the customer.

10 We are also entitled to notify our customer's buyer of the assignment. This shall be deemed a revocation of the following collection authorization.

11 The customer is authorized to collect the assigned claim on our behalf, but only as long as he meets his payment obligations to us in accordance with the contract. The customer's authorization to collect the claim can be revoked by us.

12 The customer must keep the collected amounts separately and transfer them to us immediately. Intervention costs shall be borne by the customer.

13 For the purposes of these Terms and Conditions of Sale, Delivery and Payment, processing, assembly or other utilization shall also be deemed to be a sale.

§6 LIABILITY

1 We shall be liable in accordance with the statutory provisions if our customer asserts claims for damages based on malice, intent and gross negligence on our part, on the part of our representatives or vicarious agents.

Insofar as we are not accused of fraudulent, intentional or grossly negligent breach of contract, our liability shall be limited to the foreseeable, typically occurring damage. Otherwise, liability for damages shall be excluded; in this respect, we shall not be liable in particular for damage that has not occurred to the delivery item, unless this involves injury to life, limb or health or claims under the Product Liability Act.

§7 WARRANTY CLAIMS

1 If our customer is not a consumer, he is obliged to notify us in writing of all recognizable defects, shortages and incorrect deliveries within five working days of delivery, but in any case before processing or installation.

2 In the event of timely, justified notification of defects in defective goods within the meaning of § 434 BGB, our customers shall be entitled to statutory claims for defects, claims for damages only in accordance with No. 6 of these GTC.

3 If our customer is not a consumer, we shall be entitled to choose between rectification of the defect or replacement delivery in the event of our customer's claim for subsequent performance.

4 Our customers shall not be entitled to defects or other claims for damages if

• If the ropes are separated/shortened independently, a minimum length of 5 cm does not protrude from the RopeFix, which guarantees the load-bearing capacity.
• If ropes or suspension components from other manufacturers are used. Strength values refer only to combinations with ERS products. If products from other manufacturers are used, a load guarantee can only be given after prior testing in our company.
• If mechanisms are opened and other product components are tampered with. Both lead to immediate loss of warranty and exclusion of liability.
• If the RopeFix clamping mechanisms are not used with the rope diameters intended for this purpose and indicated in the designation of the series.
• If the customer should use self-made rope fastening elements, such as loops or sleeves crimped with hand tongs. In this respect, no liability is assumed with regard to the load-bearing capacity of our products.

§8 PLACE OF PERFORMANCE AND JURISDICTION

1 The place of performance and jurisdiction for all disputes arising from any business transaction is our registered office in Lorsch.

All legal relationships between us and our customers shall be governed by German law, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).

2 Should one of the above conditions be wholly or partially invalid or void, or become wholly or partially invalid or void, this shall not affect the validity of the remaining conditions. The invalid provision shall be replaced by a valid provision that comes closest to the purpose of the invalid provision.