MAIROTEC GmbH - Xavier-Vorbrüggen-Straße 8 - 98694 Ilmenau

I. General
(1) Material and personal scope of application
The following terms and conditions apply to all our deliveries and services, in particular the
Development, production and distribution of automation systems, robot systems as well as autonomous transport systems
and machine tools, rotary and swivel tables, the modernization and overhaul of machine tools,
general mechanical engineering and engineering. (including ancillary services, such as proposals, planning aids,
consultations) to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. They do not apply to legal relationships with consumers within the meaning of § 13 BGB.
(2) Exclusion of third-party terms and conditions
Any deviating terms and conditions of business of the purchaser are hereby rejected. Even then, they shall not be binding on us,
if we do not expressly object to them again after receipt by us. With the placing of the order or with
receipt of the order confirmation, at the latest, however, upon acceptance of our delivery or service.
our conditions as accepted.
(3) Effectiveness
Should individual provisions be or become invalid, this shall not affect the validity of the remaining provisions.
of these General Terms and Conditions of Delivery and Service. In the event of the invalidity of a provision, a valid provision shall apply.
The parties shall be deemed to have agreed on the provision that comes closest to the economic intention.
(4) Written form
Deviations from the following terms and conditions, other changes or additions to the order require
to their effectiveness of our written confirmation. This also applies to the cancellation of this written form requirement.
itself.
(5) Copyright
We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents.
before. Before passing them on to third parties, the purchaser requires our express written consent.
II. order
(1) Written confirmation
Our quotations are non-binding until an order placed on the basis of the quotation (order) is accepted by us.
confirmed in writing. Each order (purchase order) requires our written confirmation in order to be legally binding.
Confirmation. In the case of deliveries without written confirmation, our invoice shall also be deemed to be the order confirmation.
(2) Order content
The content of the order shall be exclusively the technical specifications confirmed in writing for the ordered deliveries and
Services in accordance with our quotations and order confirmations. Proper technical and design
We reserve the right to make changes to the ordered deliveries or services, insofar as the technical function, the
normal use and the value of the delivery or service is not or only insignificantly impaired.
(3) Technical data
The technical data given in our quotations, drawings and illustrations are approximate values, insofar as
they are not expressly designated in writing as binding with tolerance specifications. For the rest, the following are binding for our
services and deliveries shall be governed exclusively by the relevant German technical acceptance and
Safety regulations are authoritative.
III Obligation to perform and deliver
(1) Reservation of self-delivery
The prerequisite for our own obligation to perform and deliver is the timely and proper delivery to us.
with the necessary goods and materials. In the event of a permanent hindrance due to circumstances for which we are not responsible
circumstances, in particular force majeure, strike, lockout, import and export bans, transport obstruction,
official interventions or the like, we are entitled to withdraw from the contract under exclusion of any
liability for damages. A not only insignificant change in the ability to perform and deliver,
or quality of the goods from our suppliers or the performance of other third parties from which the
the proper execution of the order placed with us, also entitles us to withdraw from the contract.
Contract to the exclusion of any liability for damages.

MAIROTEC GmbH - Xavier-Vorbrüggen-Straße 8 - 98694 Ilmenau
Bank details BIC: Tax no.: 156 / 117 / 02466
Volksbank Saaletal eG Rudolstadt GENODEF1RUJ VAT ID No.: DE 280963580
Sort code: 830 944 54 IBAN: EORI-No.: DE 2696789
Account no.: 344 801 908 DE 48 830 944 54 0 344 801 908 Jena Local Court HRB 507484
(2) Partial delivery, over- or under-delivery
Partial deliveries are permissible and are considered independent deliveries with regard to payment and complaints. We are entitled to over- or under-deliveries up to 10% of the order quantity, unless this is unreasonable for the customer.
(3) Significant deterioration of the financial circumstances of the Purchaser
If, after the conclusion of the contract, there is a significant deterioration in the financial and/or liquidity situation of the
of the customer or if such circumstances, which existed prior to the conclusion of the contract, subsequently become known, the customer may
we may, at our option, withdraw from the contract or demand immediate cash payment of all outstanding invoices,
even if the invoice amounts were previously deferred in whole or in part or paid by bill of exchange. As such
Deteriorations include, in particular, a poorer credit rating from a credit agency, bill of exchange or
check protests, garnishments, cessation of payments, the opening of insolvency proceedings, and the rejection of the
opening of insolvency proceedings for lack of assets. In the event that, despite a deterioration in our assets
we will only deliver concurrently against payment, in the case of larger orders only against
Prepayment.
IV. Delivery date / delivery period
(1) General provisions on delivery dates/delivery periods
Unless otherwise agreed, our information on delivery dates and delivery periods in the offers are to be regarded as
to be understood as provisional and not yet binding estimates. Insofar as binding delivery dates and delivery deadlines are
agreed, these shall be deemed to have been reasonably extended if, as a result of circumstances for which we are not responsible, they are
cannot be met. With regard to the technical complexity of the supplies and services, the following applies
a period of six weeks for the extension shall be deemed reasonable, unless in individual cases under
a shorter or longer period is agreed, taking into account the interests of both parties. Delivery periods begin with
date of our written confirmation, but not before clarification of all details of execution and all other
conditions to be created by the customer for the proper execution of the contract. The same shall apply
for delivery dates.
(2) Fixed transactions
The agreement of binding fixed dates or fixed delivery periods requires an express designation as a
fixed transaction and our written confirmation.
(3) Duties to cooperate
The customer is obliged to check the technical condition of the machine to be overhauled or repaired or
and to record precisely all assemblies in connection with our services.
in writing in advance. The customer is obliged to provide all data required for the execution of the contract,
documents and other specifications with the order, or at least immediately after the order is placed.
provide. If such documents and data are not received in due time, the Purchaser may not rely on compliance with
delivery dates or delivery periods. In this case, the assertion of a claim for damage caused by delay is
excluded. The delivery date or the delivery period shall be deemed to be reasonably extended.
V. Transfer of risk
(1) Transfer of risk with shipment
The risk of loss and deterioration of the contractual items shall pass to the Purchaser as soon as
the contractual items have left our works. This shall also apply if the shipment is made at our expense.
or carried out with our means of transport. In all cases, shipment is at the risk of the purchaser,
even if carriage paid delivery has been agreed.
(2) Transfer of risk with notification of readiness for shipment
If the shipment of the delivery is delayed at the request of the customer or for reasons for which we are not responsible,
the risk shall pass to the customer upon notification of readiness for shipment.
VI. prices
(1) General price provisions
Our prices are ex works plus packaging and statutory value added tax. The agreement of
Fixed prices require express written confirmation. Unless otherwise agreed, the following prices shall apply
our prices for all deliveries, including deliveries outside the European Monetary Union, in euros.

MAIROTEC GmbH - Xavier-Vorbrüggen-Straße 8 - 98694 Ilmenau
Bank details BIC: Tax no.: 156 / 117 / 02466
Volksbank Saaletal eG Rudolstadt GENODEF1RUJ VAT ID No.: DE 280963580
Sort code: 830 944 54 IBAN: EORI-No.: DE 2696789
Account no.: 344 801 908 DE 48 830 944 54 0 344 801 908 Jena Local Court HRB 507484
(2) Price adjustment/increase
Unless otherwise agreed, the prices quoted by us are subject to change. We are entitled to change the prices
The amount of the compensation shall be adjusted or increased appropriately if additional costs are incurred in the performance of our contractual services,
services that have not yet been identified become necessary to achieve the objective of the contract, our supplier has
Sales prices increased, not only insignificant price increases due to changes in exchange rates, customs duties, or
similar fiscal burdens occur, or a period of more than two months between order and delivery
provided that a new price list has become valid within this period.
(3) Packing and packing material
The costs for packaging and packing material shall be borne by the customer. Packaging and packing material shall be provided by us
taken back. The costs of the return transport shall be borne by the customer. For deliveries outside Germany, a
Return of packaging of any kind excluded.
VII Terms of payment
(1) Payment terms
Unless otherwise agreed, the invoiced amounts are payable immediately net.
(2) Default interest
In the event of default in payment on the part of the customer, the latter shall, subject to the assertion of a further
interest in the amount of 8% points above the prime rate on the outstanding debt.
pay.
(3) Payment by bill of exchange and check
Bills of exchange shall only be accepted on the basis of an express agreement and - like checks - only on account of payment and under
subject to acceptance in the individual case. Discount and other charges are to be paid by the customer.
wear.
(4) Other counterparty disruptions
The provision of the contractual services shall be subject to the creditworthiness and
solvency of the customer. In the event of default in payment, dishonor of checks or bills of exchange, in the event of
cessation of payments, the initiation of proceedings for the settlement of debts, non-compliance with the
terms of payment, in the event of a poorer credit rating by a credit agency and in the presence of
circumstances which are likely to reduce the creditworthiness of the customer, we shall be entitled at any time to
to change the terms of the contract appropriately and to withdraw from the contract after final refusal of performance.
(5) Offsetting and right of retention
The customer shall have a right of set-off or retention against our due claims on account of his own
counterclaims only to the extent of claims that have been legally established or acknowledged in writing.
VIII Retention of Title and Entrepreneur's Lien
(1) Agreement on the retention of title
The delivered goods (goods subject to retention of title) shall remain our property until all claims against the purchaser arising from the contract have been fulfilled.
claims to which we are entitled in the business relationship. Bills of exchange and checks are only valid after
Redemption as payment.
(2) Extended retention of title
In the event of processing or combination with other goods not belonging to us by us or the customer to form a
the uniform new item, we shall be entitled to co-ownership of the new item in proportion to the value of the
goods subject to retention of title at the value of the other processed and/or inserted goods at the time of processing.
and/or combination. The co-ownership thus created for us shall be deemed to be goods subject to retention of title within the meaning of this
Provisions.
(3) Disposal and assignment in advance
The purchaser may only use the goods subject to our reservation of title in the ordinary course of business and
only as long as he is not in default with the settlement of all our claims. The
The customer already now assigns his claims from a resale of the reserved goods as a security for our
all claims arising from the business relationship to us. We hereby accept this assignment. If the
goods subject to retention of title by the purchaser together with other goods or co-ownership rights not belonging to us.
resold, the claim arising from the resale shall be deemed to have been assigned to us only to the extent of the value of our goods subject to retention of title.
assigned to us. The value of the goods subject to retention of title shall be measured in each case according to our invoice value. The purchaser is
entitled to collect the claims assigned to us from the resale until revoked by us at any time.
to move in.

MAIROTEC GmbH - Xavier-Vorbrüggen-Straße 8 - 98694 Ilmenau
Bank details BIC: Tax no.: 156 / 117 / 02466
Volksbank Saaletal eG Rudolstadt GENODEF1RUJ VAT ID No.: DE 280963580
Sort code: 830 944 54 IBAN: EORI-No.: DE 2696789
Account no.: 344 801 908 DE 48 830 944 54 0 344 801 908 Jena Local Court HRB 507484
(4) Endangering the right of ownership
During the existence of the reservation of title, the purchaser is not permitted to pledge or transfer ownership by way of security.
prohibited. In the event of seizures, confiscations or other dispositions or interventions by third parties, particularly by way of
execution, the customer shall notify us in writing without delay.
(5) Obligation to surrender
If the customer is in default with the settlement of our claims in whole or in part, we shall be entitled to
goods subject to retention of title at any time and to otherwise dispose of them, as well as to demand the return of outstanding deliveries.
even if we have not withdrawn from the purchase. A further reminder or setting of a deadline is necessary for this purpose.
not required. The assertion of retention of title by us shall not be deemed a withdrawal from the contract.
(6) Backup release
If the value of the securities to which we are entitled in accordance with the aforementioned provisions exceeds the outstanding
value of the invoice by more than 20%, we are obligated, at the request of the customer, to release the excess collateral.
at our discretion, provided, however, that, with the exception of deliveries in the genuine
current account relationship, the release must be granted only for such deliveries or their replacement values that are themselves fully
are paid.
(7) Entrepreneur's lien
The movable property of the customer which is in our possession for the purpose of rendering the contractual services shall be
possession, we shall be entitled to a lien for our claims arising from the contract in accordance with § 647
BGB to.
IX. Material defects
(1) Characteristics
The quality of the services to be rendered or products to be delivered by us shall be determined by the content of our
described conclusively in the written or electronic offer documents. Unless otherwise agreed in writing
is agreed, the use resulting from our offer shall be deemed to be the sole content of the contract.
(2) Buyer's obligation to inspect and give notice of defects
The customer shall inspect our deliveries and services immediately upon receipt and shall notify us of any visible defects.
in writing within a period of two weeks after delivery. Defects which, even after careful inspection
could not be discovered within this period, are to be reported to us without delay, but no later than two weeks after their
discovery in writing. If the purchaser fails to give timely notice of defects, our delivery shall be deemed to be
in accordance with the contract and free of defects. Section 377 of the German Commercial Code (HGB) shall apply.
(3) Insignificant defects
Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, in the case of only
of the usability, in the case of natural wear and tear or damage that has occurred after the
Transfer of risk as a result of faulty or negligent handling, excessive use, unsuitable
equipment, defective construction work, unsuitable foundation, chemical, electrochemical, electronic or
electrical influences or other special external influences that are not assumed under the contract.
as well as in the case of non-reproducible software errors. If the customer or a third party improperly
If any modifications or repair work is carried out, the customer shall be liable for such modifications or repair work and for the consequences thereof.
likewise no claims for defects. The Purchaser may refuse to accept deliveries due to insignificant defects.
not refuse.
(4) Liability for material defects
Our deliveries or services shall be repaired or replaced free of charge at our discretion if
a material defect occurs within the limitation period, provided that the cause of the defect already existed at the time of the transfer of risk.
for which the purchaser is obliged to provide evidence. For this supplementary performance, we shall first be
reasonable period of time. If our attempts at subsequent performance fail, the customer may withdraw from the contract.
withdraw from the contract or reduce the remuneration. Any claims for damages shall remain unaffected by this.
(5) Warranty period
Claims for material defects shall become statute-barred after twelve months. This shall not apply insofar as the law pursuant to § 438
Para. 1 No. 2 (structures and items for structures), Sec. 479 Para. 1 (right of recourse) and Sec. 634a Para.1 No. 2
(construction defects) BGB prescribes longer periods as well as in cases of injury to life, limb or health.
health, in the event of an intentional or gross breach of duty by us and in the event of fraudulent concealment of a
defect. The statutory provisions on suspension of expiry, suspension and recommencement of the periods shall remain unaffected.

MAIROTEC GmbH - Xavier-Vorbrüggen-Straße 8 - 98694 Ilmenau
Bank details BIC: Tax no.: 156 / 117 / 02466
Volksbank Saaletal eG Rudolstadt GENODEF1RUJ VAT ID No.: DE 280963580
Sort code: 830 944 54 IBAN: EORI-No.: DE 2696789
Account no.: 344 801 908 DE 48 830 944 54 0 344 801 908 Jena Local Court HRB 507484
(6) Reimbursement of expenses
Claims of the Purchaser for expenses incurred for the purpose of subsequent performance, in particular
Transport, travel, labor and material costs, are excluded insofar as the expenses increase because the
the subject matter of the delivery has been subsequently moved to a place other than the Purchaser's branch office,
unless the transfer is in accordance with its intended use.
(7) Exclusion of recourse claims
The Purchaser's right of recourse against us pursuant to § 478 of the German Civil Code (recourse of the entrepreneur) shall exist only to this extent,
the Purchaser has not concluded any agreements with its customers exceeding the statutory claims for defects.
and/or there is no other equivalent compensation arrangement between the purchaser and us in the sense of the
of Section 478 (4) of the German Civil Code exists.
(8) Return of defective products
Insofar as the customer justifiably asserts a warranty claim against us, he shall be obligated to return the defective
products to be returned to us freight prepaid, or for inspection and defect testing on site, at our discretion.
of its branch office ready.
(9) Other compensation
Furthermore, claims for damages shall be governed by Art. XI (Other Claims for Damages) of these Delivery and
Performance conditions. Further claims or claims other than those regulated in this Art. IX regulated claims of the purchaser
against us and our vicarious agents due to a material defect are excluded.
X. Defects of title, industrial property rights, copyrights
(1) Third-party property rights
Unless otherwise agreed, we are obliged to deliver free of charge only within Germany.
industrial property rights and copyrights of third parties (hereinafter: property rights). Insofar as a third party
due to the infringement of industrial property rights by deliveries made by us and used in accordance with the contract against the
If the Purchaser raises justified claims, we shall be liable to the Purchaser within the time limits set forth in Art. IX No. 5
Deadline as follows:
a) We shall, at our discretion and at our expense, either grant a right of use for the Supplies concerned to
or modify them in such a way that the property right is not infringed, or replace them. If this is too
reasonable conditions, the Purchaser shall be entitled to the statutory rights of rescission or reduction.
b) Our obligation to pay damages, if any, shall be governed by Art. XI of these Terms and Conditions of Sale.
c) Our aforementioned obligations shall only exist insofar as the customer informs us of the claims asserted by third parties.
claims in writing without delay, does not acknowledge an infringement, and provides us with all the
defense measures and settlement negotiations are reserved. If the purchaser stops the use of the delivery
for reasons of mitigation of damages or other important reasons, he shall be obliged to inform the third party thereof,
that no acknowledgement is associated with the cessation of use.
(2) Representation of the customer
Claims of the purchaser are excluded insofar as he is responsible for the infringement of property rights.
(3) Other reasons for exclusion
Claims of the Purchaser shall also be excluded if the infringement of the IPR was caused by special specifications of the
the orderer, by an application not foreseeable for us or by the fact that the delivery is not
Buyer is modified or used together with products not supplied by us.
(4) Other defects of title
In the event of other defects of title, the provisions of Art. IX shall apply accordingly.
(5) Exclusion of further claims
More extensive or other than the provisions of this Art. X and in Art. IX of the orderer against us shall be excluded.
and our vicarious agents on account of a defect in title are excluded.
XI. Other claims for damages
(1) Disclaimer
Claims for damages and reimbursement of expenses of the customer, irrespective of the legal basis, in particular due to
breach of duties arising from the obligation and from tort, are excluded.

MAIROTEC GmbH - Xavier-Vorbrüggen-Straße 8 - 98694 Ilmenau
Bank details BIC: Tax no.: 156 / 117 / 02466
Volksbank Saaletal eG Rudolstadt GENODEF1RUJ VAT ID No.: DE 280963580
Sort code: 830 944 54 IBAN: EORI-No.: DE 2696789
Account no.: 344 801 908 DE 48 830 944 54 0 344 801 908 Jena Local Court HRB 507484
(2) Mandatory liability
This shall not apply in cases of mandatory liability, e.g. under the German Product Liability Act, in cases of intent, gross negligence or wilful misconduct.
gross negligence, due to injury to life, limb or health, due to the violation of
essential contractual obligations and due to the assumption of guarantees. The damage and
However, the claim for reimbursement of expenses for the breach of material contractual obligations is limited to the amount typical for the contract,
foreseeable damage, insofar as there is no intent or gross negligence, or due to the violation of
liability for loss of life, bodily injury or damage to health. A change in the burden of proof to the detriment of the purchaser
is not associated with the above provisions.
(3) Limitation
Insofar as the Purchaser is entitled to claims for damages pursuant to this Art. XI, these shall become statute-barred upon expiry of the period of time
Claims for material defects are subject to a limitation period pursuant to Art. IX No. 5. In the case of claims for damages according to the
Product Liability Act, the statutory limitation provisions shall apply.
XII. product details
(1) Service and product description in printed matter and advertising
Unless expressly designated as a guaranteed property, all of the information contained in our offer documents and
other printed matter, as well as on data carriers, merely a description of services and products.
and do not constitute an offer to conclude a warranty agreement. The same applies to the contents of our
Advertising.
XIII. other
(1) Withdrawal by the Purchaser
The statutory right of the Purchaser to withdraw from the contract shall not be subject to any fault on the part of the Purchaser in the event of a defect in the delivery.
In all other cases, the customer may only withdraw from the contract in the event of a breach of duty for which we are responsible.
(2) Data protection
We would like to point out to our customers that we process their personal data with the help of EDP according to the
process and pass on regulations of the Data Protection Act for business purposes.
XIV Place of performance and jurisdiction/ Applicable law
(1) Place of performance
The place of performance for the mutual services owed under the contract is Königsee.
(2) Jurisdiction
The sole place of jurisdiction for all disputes arising directly or indirectly out of the contractual relationship is
disputes Jena. However, we are also entitled to sue at the customer's place of business.
(3) Applicable law
The legal relationship between us and the customer shall be governed exclusively by the laws of the Federal Republic of Germany.
Germany to the exclusion of the United Nations Convention on Contracts for the International
Sale of Goods (CISG).