General Terms and Conditions

1). Scope of validity
(a) Hydroflex OHG (hereinafter, “Hydroflex”) makes its deliveries and renders its services exclusively on the basis of these General Terms and Conditions of Delivery. They apply to Hydroflex offers and to future transactions, even where Hydroflex does not again expressly refer to them when concluding same.
(b) Amendments and additions to these General Terms and Conditions of Delivery, as well as any oral assurances given by employees of Hydroflex, require written confirmation by Hydroflex in order to be effective. General terms and conditions of the customer in deviation herefrom are valid only if Hydroflex has expressly accepted same in writing. Otherwise, such terms and conditions of the customer have no legal significance.

2.) Offers
(a) Unless designated otherwise, all Hydroflex offers are non-binding and subject to change. Pricing information is denominated in euro and is ex works, net of value-added tax.
Costs incurred in connection with the shipment of goods are in some cases invoiced separately.
(b) Unless expressly confirmed otherwise in writing, invoices are payable 30 days after the date of issue.

3.) Conclusion of contract, order acceptance
(a) All accepted orders, contract amendments, assurances, and supplemental agreements (including regarding the waiver of written form), as well as order confirmations, commercial confirmation letters, etc. from the customer, require written confirmation by Hydroflex in order to be effective.
The content of such written confirmation is controlling solely for the contractual relationship.
If Hydroflex fails to provide written confirmation, a contract nevertheless comes into effect under the present terms and conditions upon delivery of the goods.
(b) Hydroflex may refuse to accept proposed orders without providing reasons. Every order accepted by Hydroflex is subject to the express reservation of the ability to deliver and/or perform.
Hydroflex is entitled to rescind previously concluded contracts where the ordering party’s economic circumstances become negative or Hydroflex subsequently receives unfavourable information as to the customer’s creditworthiness.
In the event of such rescission, or where it is impossible for Hydroflex to deliver and/or perform, the customer is not entitled to any claims for damages.
(c) Designations and specifications stipulated at the time the contract is concluded constitute the state of technology at such time. Hydroflex expressly reserves the right to make changes, provided same are not of a fundamental nature and do not significantly limit the purpose of use pursuant to the contract.

4.) Information about materials, advice
(a) Unless expressly confirmed otherwise by Hydroflex in writing, information contained in brochures, instructions for use, and other printed matter of third parties is not binding on Hydroflex and does not form part of the agreement as to quality.
(b) Hydroflex provides advice to the best of its knowledge based on years of experience. However, this does not relieve the user of machinery, chemicals, or consumables from verifying whether same are suitable for use. Any advice provided by Hydroflex is non-binding and does not create any liability on the part of Hydroflex, other than in the event of gross negligence or wilful misconduct.
(c) Information about the characteristics of materials and their suitability, as well as about recommended areas of use, constitute non-binding past experience and under no circumstances relieves the user of undertaking its own thorough suitability and compatibility review.

5.) Delivery, delivery date
(a) Delivery dates set by Hydroflex are non-binding.
In the event that Hydroflex provides delivery assurances with fixed deadlines, failure by Hydroflex to comply with same does not entitle the customer to terminate the contract without notice.
(b) Failure by Hydroflex to comply with delivery dates does not entitle the customer to rescind the contract.
(c) In the event of strikes, lock-outs, war, force majeure, or other impediments for which Hydroflex is not responsible, Hydroflex is entitled to subsequently refuse to make delivery, either in whole or in part, or to postpone same and/or to rescind the contract, either in whole or in part, without this giving the customer any claim to later delivery or damages.
(d) Unless expressly agreed otherwise in writing, Hydroflex is entitled at any time to make partial deliveries and to invoice for same. For sales where shipment is the responsibility of Hydroflex, shipment is ex works at the customer΄s risk, including where freight-paid delivery has been agreed to or partial deliveries have been made. Hydroflex is not liable for any transport damages.
e) For sales where shipment is the responsibility of Hydroflex, damages or weight shortages must be documented on the bill of lading prior to taking delivery. For sales where shipment is the responsibility of Hydroflex, the customer is at liberty to obtain transport insurance for the goods. Hydroflex is not obligated to obtain transport insurance of any kind.
(f) The goods are deemed to have been properly delivered unless the customer objects in writing within seven days of delivery, providing precise reasons for same.

6.) Warranty
(a) The risk of accidental loss or deterioration of the goods passes to the contracting partner upon acceptance of the goods or upon notification that same are ready for shipment. For sales where shipment is the responsibility of Hydroflex, risk passes once Hydroflex has consigned the item to the individual handling shipment.
(b) The customer must thoroughly inspect the goods promptly upon receipt. Goods are considered to be in conformity with the contract unless the customer gives notice of defects within seven days of receipt. With regard to defects that could not be ascertained in connection with thorough inspection, notice of same must be given within seven days of discovery.
Hydroflex assumes no liability for damages resulting from improper use, faulty assembly or initial operation, normal wear and tear, faulty or negligent handling, in particular as a result of overuse, unsuitable operating supplies, replacement materials, unsuitable foundation, or chemical, electronic, or electrical influences.
(c) For the sale of new goods, the warranty period is one year. The warranty period begins to run upon acceptance of the goods or when the service has been rendered in full.
(d) For the sale of used goods, all liability for material defects is precluded.
(e) In the event of material defects or the absence of assured features or characteristics, Hydroflex may at its choice demand that the defective goods be sent back to Hydroflex for reworking or exchange, followed by return to the customer, or that the customer keep the defective product available at its facility for reworking or exchange by Hydroflex or individuals engaged by Hydroflex.
Hydroflex bears the expenses associated with repair or exchange. However, this does not apply to added expenses incurred as a result of the goods having been removed following delivery to a location different than the recipient‘s residence or place of business, unless this corresponded to proper use of the item.
If Hydroflex is unable or unwilling to eliminate the defect or arrange for replacement delivery, or if same did not take place, despite the repeated setting of grace periods, for reasons not attributable to Hydroflex, or in the event that elimination of the defect or the making of the replacement delivery is unsuccessful for other reasons, the customer is entitled at its discretion to rescind the contract or reduce the purchase price.

7.) Damages, liability
(a) The customer is entitled to claim damages, regardless of legal basis, only
if the damage was caused by culpable breach of a material contractual obligation in a manner that threatens achievement of the contract purpose, or
if with respect to the goods, Hydroflex has given written assurances as to a feature or characteristic that is actually missing or has guaranteed in writing a quality that does not exist, or
if there has been injury to life, body, or health, or
if the damage is based on wilful misconduct or gross negligence.
(b) If Hydroflex is liable for breach of a material contractual obligation where there has been no wilful misconduct or gross negligence, the extent of liability is limited to damages typically foreseeable with this type of contract. Hydroflex is not liable for lost profits or other pecuniary damages suffered by the customer.
The aforementioned limitations on liability also apply to actions by and the personal liability of workers, representatives, persons used to perform an obligation, or other parties engaged by Hydroflex.
(c) The customer may not assign claims for damages or warranty claims.

8.) Payment terms
(a) All invoices are due upon issue and are payable within 30 days, net. If Hydroflex receives payment within seven days of the date of invoice, the customer is entitled to deduct a 2% discount for early payment.
(b) If Hydroflex is able to collect the invoiced amount by the aforementioned deadline by virtue of effective bank debit authorisation, Hydroflex grants a 3% discount for early payment.
(c) Orders by new customers are accepted only against 100% prepayment. Discounting of the invoiced amount is precluded.
(d) Discounting is likewise precluded when the customer is in default in the payment of another Hydroflex invoice.
(e) The aforementioned discounting arrangements do not apply to services, which in all cases are payable immediately and without deduction, including where Hydroflex fails to make express reference hereto.
(f) Hydroflex claims are not subject to offsetting or rights of retention, unless the customer is entitled to counterclaims that have been reduced to an enforceable judgment or such counterclaims are uncontested or have been acknowledged by Hydroflex in writing.

9.) Payment reminders, taking delivery of the goods
(a) Hydroflex is entitled to charge a processing fee of EUR 2.90 for each payment reminder.
(b) In the event of payment default, the assertion of statutory default interest does not rule out Hydroflex‘s right to demonstrate and assert any greater damages from default.
(c) In the event of payment default, all outstanding Hydroflex claims against the customer also become immediately due and payable, including where any of these have been deferred or are not yet due and payable based on some other due-date arrangement.
(d) If the customer fails to take delivery of the goods following shipment or notification that same are ready for shipment, all additional costs incurred are for the account of the customer.
(e) In the event of temporary refusal to take delivery, 1% of the invoiced amount will be charged for each month or portion thereof for storage costs, without prejudice to the claim for demonstrated higher costs.
(f) Hydroflex is entitled but not obligated to set a deadline for the customer to take delivery, and in the event such deadline lapses, Hydroflex is entitled to rescind the contract under a claim for damages.
(g) If the customer definitively fails to take delivery, or if Hydroflex rescinds the contract following the lapse of the deadline for taking delivery, Hydroflex is entitled to claim from the customer 25% of the invoiced value of the goods in lump-sum settlement of costs and damages. To the extent provided for in the aforementioned lump-sum settlement arrangement, the customer remains entitled to demonstrate that Hydroflex incurred no damages whatsoever or only lower damages.

10.) Retention of title
(a) All deliveries of goods are subject to retention of title, settlement of account balances, and prolonged or expanded retention of title.
Hydroflex retains title to the goods until settlement of all claims, including those arising after delivery.
(b) In the event of processing, combining, or mixing, retention of title extends to the newly created object. The customer hereby assigns its title to newly created objects to Hydroflex and undertakes to safeguard same using the due care of a prudent businessperson.
(c) The customer is obligated to give prompt written notice of any pledge, lien, or other interference with the rights of Hydroflex. If the customer sells Hydroflex goods, regardless of the condition in which they are in, it hereby assigns to Hydroflex all of its rights against its purchaser under the sale, including all ancillary rights, until satisfaction in full of all Hydroflex‘s claims.
(d) When so requested by Hydroflex, the customer is obligated to notify the purchaser of the assignment and to provide Hydroflex with the information necessary for asserting its rights against the purchaser.
(e) The customer is obligated to treat the goods with care and to adequately insure same at its own expense at their replacement value against fire, water, and theft.
(f) It must carry out maintenance and inspection work at its own expense. In the event of conduct by the customer in breach of contract, in particular, payment default, Hydroflex is entitled to retake possession of the goods subject to retention of title at the customer‘s expense, to demand, where appropriate, assignment of the customer‘s claims against third parties to surrender of the goods, and to sell the goods on the open market.
(g) Unless expressly declared otherwise when rights are exercised, the retaking of possession or seizure of goods by Hydroflex does not constitute rescission of the contract.
(h) The aforementioned provisions apply mutatis mutandis to repair orders.

11.) Place of performance, place of jurisdiction
(a) Gladenbach is agreed as the place of performance for all obligations under contracts with Hydroflex.
(b) The legal relationships between Hydroflex and customers are governed exclusively by the law of the Federal Republic of Germany.
(c) For registered merchants, Biedenkopf is the place of jurisdiction for all contractual relationships.

12.) Severability clause
(a) In the event one or more of the aforementioned provisions are ineffective, all other provisions of these General Terms and Conditions of Delivery remain unaffected. In such case, the parties are obligated to replace the ineffective provision with an effective one that most closely approximates the economic sense and purpose of the ineffective provision.

Version: January 2013