General Terms and Conditions

MAGE WATER MANAGEMENT GMBH
Rudolf-Diesel-Strasse 8, 85235 Odelzhausen - Germany

I. Scope

The following terms and conditions of contract shall apply to all contracts concerning the delivery of products and goods of MAGE WATER MANAGEMENT GMBH and other services concluded between MAGE WATER MANAGEMENT GMBH and its customers and buyers as entrepreneurs. The version valid at the date of conclusion of the contract shall be authoritative. All agreements made between MAGE WATER MANAGEMENT GMBH and the customer in connection with contracts of sale or other contracts shall be set down in writing in the contract, these terms and conditions and the confirmation of order of MAGE WATER MANAGEMENT GMBH. Different, contrary or supplementary general terms and conditions will not become part of the contract, unless their validity is accepted expressly. Entrepreneurs for the purpose of these terms and conditions shall be natural or legal persons or partnerships with legal capacity which enter into business with us and which are independently engaged in a trade or business.

II. Offer and Conclusion of Contract

Offers of MAGE WATER MANAGEMENT GMBH are subject to confirmation and are not binding, unless MAGE WATER MANAGEMENT GMBH notes them expressly as binding. Illustrations and drawings in brochures, catalogues, newsletters, ads, non-binding offers as well as other documents belonging to non-binding offers of MAGE WATER MANAGEMENT GMBH shall remain the property of MAGE WATER MANAGEMENT GMBH and shall be only approximately authoritative, unless they have been noted as binding by MAGE WATER MANAGEMENT GMBH expressly. The customer’s order may be made orally towards personnel of MAGE WATER MANAGEMENT GMBH, in writing, by fax or by email. The customer‘s order shall be a binding offer to conclude a contract of sale concerning the ordered goods. MAGE WATER MANAGEMENT GMBH will confirm the receipt of order in writing, by fax or by email, immediately. The confirmation of receipt shall not be a binding acceptance of order. The contract of sales shall be brought about by confirming the order, which shall be done in writing, by fax or by email, or by confirming the delivery or by delivering the goods only. MAGE WATER MANAGEMENT GMBH shall be entitled to accept the offer of contract included in the order within two weeks. It shall be tantamount to an acceptance if MAGE WATER MANAGEMENT GMBH delivers the ordered goods to the customer within this period of time. MAGE WATER MANAGEMENT GMBH shall be entitled to reject the acceptance of the order, for example after having checked the financial soundness of the customer. The contract shall be concluded with the reservation not to perform or to perform partly in case of incorrect or not proper self-delivery. This shall apply only in cases of non-delivery for which MAGE WATER MANAGEMENT GMBH is not responsible. MAGE WATER MANAGEMENT GMBH shall make every reasonable effort to supply the goods. Otherwise the counter performance will be reimbursed immediately, if already performed. In case of unavailability or partly availability of goods the customer will be informed immediately.

III. Prices/Conditions of Payment

The prices of MAGE WATER MANAGEMENT GMBH shall be without value-added tax and transport costs unless an express agreement to the contrary has been made with the customer. Packaging costs shall be included in the price. Euro pallets and other means of shipment shall remain the property of MAGE WATER MANAGEMENT GMBH. Additional transport costs shall accrue. Unless otherwise agreed with the customer in writing, the purchase price without deduction shall be due within 8 days after the customer has received the invoice. In case of default of payment by the customer MAGE WATER MANAGEMENT GMBH shall be entitled to demand interest to the amount of 8 % over the respective base rate of the European Central Bank (ECB) per annum from the appropriate date on. The proof of heavy damage by MAGE WATER MANAGEMENT GMBH shall remain reserved. Even if notifications of defects or counterclaims are pled the customer shall be entitled to set off if the counterclaims have been assessed effectively, acknowledged by MAGE WATER MANAGEMENT GMBH or are non-controversial. The customer shall be authorized to exercise the right of retention if his counterclaim is based on the same contract of sale.

IV. Delivery Time and Time of Performance

Delivery time or period of delivery which were not expressly agreed to be binding shall be non-binding information only. If MAGE WATER MANAGEMENT GMBH exceeds the expressly agreed time limit or defaults due to other reasons, the customer must grant an additional period of time of reasonable length for the company from the date on MAGE WATER MANAGEMENT GMBH has received the written notice of default or in case of a period of time determined by calendar after expiry of this period of time. Only after futile expiry of this additional period of time the customer shall be entitled to withdraw from the contract. MAGE WATER MANAGEMENT GMBH shall be liable according to the legal provisions, subject to the following limitations, if this contract is a transaction for delivery by a fixed date or if the customer is entitled to rely on the cessation of his interest in the fulfilment of the contract after a default in delivery for which MAGE WATER MANAGEMENT GMBH is responsible. In case of default in delivery MAGE WATER MANAGEMENT GMBH shall be liable to the customer and buyer according to the legal provisions only if the default in delivery is based on an intentional or gross negligent breach of duty for which MAGE WATER MANAGEMENT GMBH is responsible. The fault of its representatives or vicarious agents shall be attributed to MAGE WATER MANAGEMENT GMBH. If the default in delivery is based on an intentional or gross negligent breach of contract for which MAGE WATER MANAGEMENT GMBH is not responsible, the liability of MAGE WATER MANAGEMENT GMBH shall be limited to the foreseeable damage which occurs typically. If the default in delivery for which MAGE WATER MANAGEMENT GMBH is responsible is based on a culpable breach of an essential duty of contract or a cardinal obligation, MAGE WATER MANAGEMENT GMBH shall be liable according to the legal provisions; in this case the liability for damages shall be limited to the foreseeable damage which occurs typically. The company shall be entitled to do part deliveries and part performances at any time if it is reasonable for the client.

V. Warranty/Liability
If there is a defect for which MAGE WATER MANAGEMENT GMBH is responsible, MAGE WATER MANAGEMENT GMBH shall be obliged and entitled to supplementary performance to the exclusion of the customer’s rights to withdraw from the contract or to abate the purchase price, provided that MAGE WATER MANAGEMENT GMBH is entitled to refuse the supplementary performance. The customer shall grant a reasonable period of time to MAGE WATER MANAGEMENT GMBH for the supplementary performance. The supplementary performance may be made at the company‘s option by remedying a defect or delivering new goods. The abatement of purchase price or withdrawal from the contract by the customer or the buyer shall be excluded during the time of supplementary performance. The subsequent improvement shall be considered as failed with the second futile attempt. If the supplementary performance fails, the buyer may at his option require abatement of purchase price (reduction) or withdraw from the contract. The buyer may assert claims for damages according to the following conditions due to the defect only if the supplementary performance has failed. The buyer’s right to assert further claims for damages according to the following conditions shall remain unaffected thereof. MAGE WATER MANAGEMENT GMBH shall be liable thoroughly according to the legal provisions for damage to life, body or health based on an intentional or negligent breach of duty by it, its legal agents or its vicarious agents as well as damage included in the liability according to the Product Liability Act as well as damage based on an intentional or gross negligent breach of contract as well as fraudulent intent by MAGE WATER MANAGEMENT GMBH, its legal agents or its vicarious agents. If MAGE WATER MANAGEMENT GMBH has given guarantee concerning the state and/or durability of goods and parts of them, the company shall be liable within the scope of this guarantee as well. MAGE WATER MANAGEMENT GMBH shall be liable for damage which is based on the absence of the guaranteed state or durability but does not occur directly in goods only if the risk of such damage is included in the guarantee concerning the state and durability obviously. MAGE WATER MANAGEMENT GMBH shall also be liable for damage caused by simple negligence if this negligence affects the breach of essential duties of contract or cardinal obligation. The same shall apply if the customer is entitled to claim for damages instead of performance. However MAGE WATER MANAGEMENT GMBH shall be liable only if the damage is connected to the contract in the usual manner and is foreseeable. Further liability of MAGE WATER MANAGEMENT GMBH shall be excluded regardless of the legal nature of the asserted claim; this shall apply in particular to tortious claims or claims to reimburse vain expenses instead of performance; the liability of MAGE WATER MANAGEMENT GMBH according to IV. figure 3 of this contract shall remain unaffected. If the liability of MAGE WATER MANAGEMENT GMBH is excluded or limited, this shall be valid for the personal liability of its staff, employees, personnel, representatives and vicarious agents.

VI. Retention of Title

If the customer is an entrepreneur, MAGE WATER MANAGEMENT GMBH shall retain the title to the goods until all requirements from a current business relation were settled completely. If the customer is a consumer, MAGE WATER MANAGEMENT GMBH shall retain the title to the goods until the purchase price has been paid completely. The customer shall inform MAGE WATER MANAGEMENT GMBH about all third party accesses, in particular measures of compulsory execution as well as other impairments of your title, immediately in writing. The customer shall make up all damage and reimburse all costs to MAGE WATER MANAGEMENT GMBH resulting from or incurring by breach of this obligation or by measures of intervention against third party accesses. If the customer acts against the conditions of the contract, in particular if the customer does not fulfil his obligations to pay in spite of a reminder of MAGE WATER MANAGEMENT GMBH, MAGE WATER MANAGEMENT GMBH may withdraw from the contract after having fixed a reasonable period of time previously and may demand to return goods which are still owned by it. Taking back of goods by MAGE WATER MANAGEMENT GMBH shall be a withdrawal from the contract. Transport costs incurred by taking back goods shall be paid by the customer. The attachment of goods by MAGE WATER MANAGEMENT GMBH shall always be a withdrawal from the contract. After the return of goods MAGE WATER MANAGEMENT GMBH shall be authorized to utilise these goods. The proceeds of utilization shall be credited against the salesperson’s obligations less reasonable costs of utilization. The entrepreneur shall be entitled to resell the goods in the ordinary course of business. He shall assign all demands amounting to the amount of invoice to MAGE WATER MANAGEMENT GMBH by now accruing from resell to third parties. MAGE WATER MANAGEMENT GMBH shall accept the assignment. The entrepreneur shall be entitled to collect demands after the assignment. The salesperson shall reserve to collect the demands on his own as soon as the entrepreneur does not fulfil his obligations to pay in proper form or is in default to pay. MAGE WATER MANAGEMENT GMBH shall undertake to release securities due to it at the customer’s request as far as the realizable value of the securities of MAGE WATER MANAGEMENT GMBH does not exceed the demand to be secured by more than 10 %. The choice of securities to be released shall be incumbent on MAGE WATER MANAGEMENT GMBH.

VII. Passing of Risk

In case of sale by delivery where the goods are handed over to the shipper, carrier or another person or institution determined for sending goods the risk of accidental loss, destruction or deterioration of the goods shall pass to the entrepreneur at the time of delivery of goods. This shall apply even if the customer is in default to take delivery of goods.

VIII. Final Clause, Applicable Law, Place of Jurisdiction

The relations between the contracting parties shall be regulated by the law in force in the Federal Republic of Germany only. Application of the uniform law concerning the international purchase of movable property as well as the law about the conclusion of international contracts of sale concerning movable property shall be excluded even if the office of the person ordering the goods is abroad. The place of fulfilment and the place of jurisdiction shall comply with the seat of MAGE WATER MANAGEMENT GMBH, currently Odelzhausen. If individual provisions of the contract with the customer including these general terms and conditions are or become ineffective completely or in part the validity of the other provisions shall not be affected. The provision which is ineffective completely or in part shall be replaced by a provision which comes close to the economic success of the ineffective provision.