Working for you - The great feedback I get from our customers
shows me daily how highly our products are regarded worldwide. - Sandra Holzmeister-Stapf, internal sales department employee and working for you since 1998.

Working for you

The great feedback I get from our customers
shows me daily how highly our products are regarded worldwide.

Sandra Holzmeister-Stapf, internal sales department employee and working for you since 1998.

Working for you - With our expertly trained and qualified team,
we produce high-tech products for the world market. - Mirko Joa, Manager of the Accounts and HR department and working for you since 2012.

Working for you

With our expertly trained and qualified team,
we produce high-tech products for the world market.

Mirko Joa, Manager of the Accounts and HR department and working for you since 2012.

Working for you - Our quality applies right down to the smallest screw.
I would buy FMB products myself. - Erich Donnewell, Industrial Mechanic and working for you since 2006.

Working for you

Our quality applies right down to the smallest screw.
I would buy FMB products myself.

Erich Donnewell, Industrial Mechanic and working for you since 2006.

Working for you - Preparation creates security.
Together with my team, I optimise production processes. - Hans-Jürgen Seus, Process Engineering Manager and working for you since 1994.

Working for you

Preparation creates security.
Together with my team, I optimise production processes.

Hans-Jürgen Seus, Process Engineering Manager and working for you since 1994.

Working for you - We work out individual solutions for our customers,
for whom precision is of paramount importance. - Kai Löffler, Testing Manager and working for you since 2001.

Working for you

We work out individual solutions for our customers,
for whom precision is of paramount importance.

Kai Löffler, Testing Manager and working for you since 2001.

Working for you - We’re strong together! Learning as an FMB
trainee means learning for the future. - Luisa Oberle and Halil Göze, trainees at FMB and working for you.

Working for you

We’re strong together! Learning as an FMB
trainee means learning for the future.

Luisa Oberle and Halil Göze, trainees at FMB and working for you.

General Terms and Conditions of Business

FMB Maschinenbaugesellschaft mbH & Co. KG

FMB Maschinenbaugesellschaft mbH & Co. KG, hereinafter referred to as FMB, bases all its commercial transactions on the following General Terms and Conditions of Business (GTC). The following General Terms and Conditions of Business (GTC) apply to the commercial transactions with all parties to contracts with FMB.

I. Contradictory provisions

1. The FMB terms and conditions of business apply to the exclusion of all others. The application of any contractual party’s own general terms and conditions of business is expressly rejected.

2. If any forms used by parties to a contract in the course of commercial transactions contain provisions that differ from these GTC, the former shall only be valid if they are expressly accepted by FMB.

3. In the event of GTC that contradict those of FMB or that are imposed unilaterally by the other party to a contract, the provisions in question shall be interpreted in a way that takes account of both parties’ interests in the shaping of the contractual relations.

II. Conclusion of the contract

1. FMB reserves the right to make changes to the goods and services it offers. These are merely a precursor to the issue of a quote. Orders and other agreements only arise when confirmed in writing or on commencement of handover of the goods.

2. Any objections to the order confirmation issued by FMB must be submitted to FMB immediately, but no later than 8 days from receipt. The FMB order confirmation is the sole determining factor for the scope of the goods or services supplied.

III. Deliveries

1. Deliveries are ex works or the distribution centre, unless an alternative agreement has been made. All deliveries are ex works, at the expense and risk of the other party to the contract. FMB reserves the right to specify the type of delivery, provided no specific mode of transport has been agreed.

2. In the case of collection, the other party to the contract must check that the machine or machine parts are properly loaded and must report any damage caused by loading immediately.

3. Agreed delivery deadlines refer to the readiness of the goods for handover or dispatch at the works or distribution centre.

4. Delivery deadlines are not fixed for FMB. The other party to the contract is entitled to withdraw from the contract if it has given FMB prior notice in writing of a final deadline of 30 working days, stating that it intends to withdraw from the contract if this deadline is not met.

5. If exported outside the EU, the goods are subject to the requirement to obtain a European or German export licence. An export licence may also be required depending, among other things, on the destination and purpose of the goods.

6. In the case of force majeure, industrial disputes, measures imposed by the authorities, delays or refusals in issuing export licences or interruptions to operations that are not the fault of FMB, the delivery period or deadline shall automatically be extended for the duration of the hindrance, provided these circumstances could not objectively have been foreseen by FMB. If any of the aforementioned circumstances render delivery or performance impossible, FMB shall be released from its supply obligation. No claims for compensation make be made in such cases.

7. If the other party to the contract delays its call for delivery by more than one month after the agreed date, FMB may set a subsequent deadline of 14 days; if this second deadline remains unheeded, FMB may withdraw from the contract or claim damages for non-fulfillment. In the latter case, damages of 20% of the net purchase price may be claimed without the need for proof. The other party to the contract is entitled to furnish proof that no loss has been incurred, or any loss is substantially less than the agreed fixed sum. FMB is entitled to furnish proof that the loss exceeds the fixed-sum compensation and to claim the greater amount.

8. Contractual penalties may only be claimed against FMB if they are specified for each individual instance in a separate agreement. In all other cases, claims for contractual penalties by the other party to the contract for failure to meet delivery deadlines will not be accepted.

IV. Instructions for use

1. The machines and machine parts forming the object of the contract are independent functional units. It is the responsibility of the other party to the contract to ensure that these machines or machine parts are capable of being combined with their own equipment and machinery to form a functioning unit. The other party to the contract is responsible for checking, on the basis of the data supplied, whether problem-free operation can be ensured when using machines and machine parts supplied by FMB.

2. Because the machines and machine parts supplied are complex technical equipment, the installation of these, and any repairs, may only be undertaken by qualified specialists in accordance with the state of the art and the relevant standards.

3. The machines and machine parts supplied may only be operated by appropriately qualified personnel, having regard to the instructions in the operating manual.

4. Verbal statements about the compatibility with certain machine types are non-binding and do not release the other party to the contract from the requirement to carry out a detailed investigation.

5. Before installing the machines supplied, the other party to the contract must examine them in detail for any defects.

6. In the case of alterations or repairs to the machines, only original accessories and spare parts shall be used, or any accessories and spare parts that have been approved by FMB in each individual case.

V. Retention of title

1. All machines and/or machine parts supplied remain the property of FMB until settlement in full of the payment and any other claims from the business relationship, including in particular any current account balance. In the case of payment by cheque or bill of exchange, the retention of title shall be extended until final clearance of the cheque or bill. The other party to the contract may request partial release of the security, provided its realisable value exceeds 20% of the secured claim.

2. The other party to the contract must hold on behalf of FMB the machines and/or machine parts delivered by FMB until transfer of title with all the due care of a prudent businessman. The other party is, however, entitled to process/combine with other machines and/or resell the machines and/or machine parts in the normal course of business.

3. The working and processing of machines or machine parts supplied by FMB but which remain the property of FMB is always on behalf of FMB, without any obligations for FMB arising therefrom. Consequently, in the case of such working or processing, FMB also has the capacity of manufacturer as provided by Section 950 of the German Civil Code, while the other party to the contract acts as contractor for FMB. FMB shall therefore acquire ownership or co-ownership (Sections 947, 950 of the German Civil Code) of the interim and final products, in the proportion of the value of the new thing to the value of its machine or machine parts at the time of the working or processing.

4. The other party to the contract hereby – without the need for any declaration – assigns any claims against its contracting party arising from the resale or retention of goods subject to reservation of title, until settlement of all FMB’s claims, together with subsidiary rights, to the value of the goods supplied by FMB. This also applies accordingly in the case of working, processing or combination of the goods.

5. Without prejudice to revocation, the other party to the contract is entitled to call on any claims arising from resale etc. FMB shall not make use of its entitlement to such claims, provided the other party to the contract meets its payment obligations.

6. If the other party to the contract is in arrears, if requested to do so by FMB, the other party shall notify its debtors of the assignment of claims and shall provide all information necessary for the claiming of its rights against its debtors, and hand out all necessary documentation.

7. The other party to the contract may not pledge or offer as security the machines and/or machine parts subject to retention of title. Any seizure carried out at the instigation of a third party must be notified immediately.

8. FMB reserves the right to make the export of the goods supplied subject to its express prior agreement.

VI. Warranty

1. Any obvious defects or incorrect deliveries must be notified in writing within one week of delivery, and always prior to any processing or installation. In the case of delivery by trucks belonging to FMB or a haulage firm it has appointed, the goods must be inspected, and any damage determined, in the presence of the driver. No complaints made after resale or installation of the goods will be accepted. FMB does not accept any liability for damage arising during or after installation, or which occurs as a result of insufficient planning or improper installation.

2. Hidden defects must be notified in writing within one week of their discovery.

3. FMB may choose to rectify duly notified and justified defects to the machines and/or machine parts by repairing or replacing them as it sees fit. If replacements or repaired items prove defective, or if FMB is late with the replacement or repair, or if FMB demands unreasonable remuneration, the only remedy is a reduction in the purchase price. Before seeking to rectify any problems itself, the other party to the contract must reach an agreement with FMB concerning the scope and cost.

4. The warranty period begins on the readiness for shipment of the goods at the works or distribution centre, but may not begin before the agreed deadline. Warranty claims become statute-barred after 12 months.

5. The warranty only extends to goods operated in accordance with the intended use, and in general – although an agreement may be made to the contrary in individual cases – in the country in which the purchaser has its registered premises or branch, as far as the external borders of the EU.

VII. Liability

1. If FMB reserves production capacities at the instigation of the other party to the contract and production is delayed or not initiated for reasons that are not the liability of FMB, the other party to the contract shall be liable for any losses thus incurred.

2. Any claims for damages and costs by the other party to the contract, on any legal basis whatsoever, in particular as a result of breaches of obligation or liability in tort, are excluded.

3. This shall not apply in the event of compelling liability, e.g. in accordance with the product liability laws, in cases of wilful intent, gross negligence, injury to life, limb or health, or in cases of serious breach of essential contractual obligations. However, a claim for damages in the event of breaches of essential contractual obligations, shall be limited to foreseeable damages typical for this type of contract, insofar as there is no liability arising from wilful intent or gross negligence or damages resulting from injury to life, limb or health. The foregoing provisions are without prejudice to the onus of proof on the other party to the contract.

4. If the other party to the contract is entitled to claim damages under this Section VII., such claims shall be statute-barred on expiry of the one-year period that applies to claims for defects.

VIII. Terms and conditions of payment

1. Prices are quoted from the distribution centre or the premises of the company contracted by FMB, and exclude freight costs and VAT, unless any agreements to the contrary have been made.

2. Unless agreed to the contrary, FMB invoices are payable within 10 days of receipt, and no discount shall be deducted for payment on the date of the invoice.

3. The acceptance of cheques and bills of exchange is at the discretion of FMB. Acceptance is always subject to clearance of the cheque or bill. Discount and collection charges and all other costs shall be borne by the other party to the contract and must be paid immediately in cash. There is no obligation for FMB to present cheques promptly, protest bills, etc. In the event of payment by cheque or bill of exchange, the value paid by the bank applies as the amount of payment, subject to the cheque or bill clearing.

4. If the other party to the contract is in arrears with a payment or if its financial circumstances deteriorate substantially, as provided by Section 321 of the German Civil Code, after conclusion of the contract, or if such deterioration only becomes apparent after conclusion of the contract, FMB may cancel the term of payment for any deliveries still outstanding under current contracts and demand payment in cash, or may refuse to make any further deliveries and, subject to giving 10 days’ notice, withdraw from the contract or demand compensation for non-fulfilment. This shall not apply to any part of a delivery that has defects justifiably notified by the other party to the contract, or if the latter provides security.

5. In the case of late payments received from the other party to the contract, interest shall be charged at a rate equivalent to the usual bank debit interest, but at least 5% above the discount rate at the time of the Deutsche Bundesbank or, from 01.01.1999, the comparable interest rate of the European Central Bank.

IX. Place of jurisdiction, application of German law

1. The contractual relations between the parties are governed by German law.

2. Where the other party to the contract is a registered merchant, the place of performance and place of jurisdiction is Faulbach.

3. The UN Convention on the International Sale of Goods does not apply.

X. General provisions

1. The FMB General Terms and Conditions apply even if, within the course of an existing commercial relationship, they are not expressly referred to in subsequent contracts.

2. If any provision of these GTC is invalid, this shall not affect the validity of the remaining provisions.

3. The invalid provision of the GTC shall be replaced by the provision that most closely approximates to the economic intentions of the invalid clause.

4. Any collateral agreements are only valid if made in writing.

Valid as of 03.08.2010