Terms and Conditions

As of May 2016

I. Scope of Application

1. These General Terms and Conditions shall apply to all business relations between camano GmbH & Co. KG (hereinafter for short: camano) and its customers.

2. All deliveries, services and offers from camano shall be based exclusively on these General Terms and Conditions of Business.

3. Terms and conditions of business or purchase of the customer that conflict with, deviate from or supplement these Terms and Conditions of Business shall not be recognised by camano, unless camano has given its express written consent to their application.

4. References to the application of statutory provisions shall be relevant only as clarification. The statutory provisions shall therefore apply even without such clarification, except where they have been directly modified or expressly excluded in these General Terms and Conditions of Business.

II. Offers, Conclusion of a Contract

1. Camano‘s offers shall be subject to change without notice and be non-binding, unless otherwise declared by camano in writing.

2. In all cases, camano‘s acceptance of offers/orders from customers shall be conditional upon sufficient orders at least covering the cost of production being received for all articles ordered, and upon camano receiving from its suppliers in due time, and in sufficient quantity and quality, the goods necessary for the delivery. If camano decides not to accept an offer/order from a customer, it shall promptly inform the customer thereof and promptly refund any payment already received.

3. Sub-deliveries shall not constitute acknowledgement of the order as a whole, even if camano does not communicate whether, and to what extent, the delivery of further parts ordered is still to be expected.

III. Prices and Payment Terms, Prohibition of Set-off and Assignment

1. camano‘s respective list prices valid at the time of the conclusion of the contract shall apply.

2. All prices are ex works exclusive of value-added tax, which shall be added at the statutory rate, and inclusive of transportation packaging for the goods. Transportation packaging, except for pallets, shall not be taken back by camano; this packaging shall, at the customer‘s expense, be disposed of by the customer via a waste disposal contractor in accordance with the VVO (Packaging Regulation).

3. If the goods are shipped, the customer shall bear the transportation costs ex works and the cost of any transportation insurance desired by the customer.

4. Payment shall be made by the agreed payment deadline. Payments shall be made exclusively to camano; camano‘s written consent shall be required for payments to agents or intermediaries. Bills of exchange or cheques shall be accepted only by way of exception and only subject to prior written agreement and to clearance; discounting and collection charges shall be borne by the customer.

5. The customer shall, without a reminder being required for this, enter into default in relation to camano merely as a result of expiration of the agreed payment deadline. If camano nevertheless sends a reminder to the customer, this shall under no circumstances constitute a waiver by camano of its rights under this provision.

6. If the customer defaults on payment, it shall pay default interest at the respective valid statutory default rate. If camano can prove a higher default-related loss, camano shall be entitled to additionally claim this loss. In this case, the customer shall remain entitled to prove, to the contrary, that no loss or a considerably lower loss was incurred upon camano as a result of default in payment.

7. The customer shall be entitled to rights of set-off and retention only if its counter-claims have been determined by a final and non-appealable court judgement, are undisputed or have been recognised by camano. Additionally, the customer shall be entitled to assert rights of retention only on the basis of counter-claims arising from the same contractual relationship.

IV. Delivery, Shipment, Passage of Risk, Acceptance and Default in Taking Receipt

1. Delivery and shipment shall, from the time when the goods are handed over to the forwarder, the carrier or any other persons or institution appointed to carry out the shipment, always take place at the customer‘s risk, even if carriage-paid is agreed upon.

2. If the customer refuses to accept the goods without good cause, the customer may be invoiced for the costs ensuing therefrom. Moreover, camano shall, in this case, have the right to rescind the contract in accordance with the statutory provision. The right to assert further claims shall remain reserved.

V. Delivery Period and Sub-deliveries

1. Details given by camano regarding delivery dates and periods shall be non-binding, unless otherwise expressly agreed upon in writing for reasons of proof.

2. If camano is unable to adhere to binding delivery periods through no fault of its own (non-availability of the service), camano shall promptly inform the customer thereof. If delivery is delayed by more than two weeks, the customer shall be entitled to wholly or partly rescind the contract. Moreover, camano shall, in such case, also be entitled to cancel the contract. In this respect, camano shall promptly refund any payments already made by the customer. In particular, failure by camano‘s suppliers to deliver in due time shall be deemed to be non-availability of the service in this sense, provided that camano has entered into a conclusive covering transaction. Camano‘s statutory rights of rescission and termination, as well as the statutory provisions on the winding-up of a contract in the event of exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance or supplementary performance) shall remain unaffected. The customer‘s statutory rights of rescission and termination in the event of the service being unavailable for reasons attributable to camano shall remain unaffected.

3. The occurrence of default in delivery by camano shall be governed by the statutory provisions. In any event, however, a reminder from the customer shall be a prerequisite for this. If camano defaults on delivery, the limitations of liability under VIII. shall apply.

4. Camano shall be entitled to make part-deliveries insofar as the customer can be reasonably expected to accept these. Sub-deliveries shall be deemed to be reasonable for customers, if the value of the goods is not reduced as a result of such sub-deliveries, and camano makes all sub-deliveries comprising the order accepted.

VI. The Buyer‘s Rights on Account of Defects

1. In any event, the special statutory provisions applicable in cases where the goods are ultimately delivered to a consumer (supplier recourse as per Sections 478 and 479 BGB [German Civil Code]) shall remain unaffected.

2. Defect-related claims of the customer shall be conditional upon the customer having properly met its obligations to inspect the goods and to give notification of defects in accordance with Section 377 HGB [German Commercial Code].

3. The customer shall give prompt written notification of any defects. Notification from the customer shall be deemed to have been prompt, if it is sent within 10 days at the latest. To adhere to this time limit, it shall suffice to send off a notification of defects in due time. If however the customer fails to give notification of defects in due time, camano shall not be liable for any defect not reported in due time.

4. Deviations in quality, colour or weight that are customary in the trade or are minor shall not constitute defects in quality, insofar as the customer can reasonably be expected to accept these.

5. Insofar as the goods are defective, camano shall, at its option, be entitled to render supplementary performance in the form of defect rectification or to deliver a new defect-free item. Camano‘s right to refuse to accept the chosen method of supplementary performance shall, subject to the statutory prerequisites, remain unaffected. If supplementary performance fails, the customer may, at its option, appropriately reduce the price or rescind the contract and claim damages, in each case subject to the statutory provisions. If the customer chooses to claim damages or to claim compensation for expenditure incurred in vain, the limitations of liability under VIII. of the General Terms and Conditions of Business shall apply.

VII. Retention of Title

Until all claims accruing to camano against the customer now or in future on any legal basis have been satisfied, camano shall be granted the following rights:

1. The goods delivered shall remain camano‘s property (goods under retention of title). If payment by chequeor bill of exchange has been agreed upon, the reservation of title shall extend to the customer‘s honouring of the bill of exchange accepted by camano, and shall not lapse as a result of receipt of the cheque at camano. The retention of title shall continue to apply even if the claim has been included in a running account, and the balance has been established and recognised.

2. The customer shall treat the goods with care and insure them at its own expense against theft, water, fire and other damage or loss.

3. Before the claims secured have been fully paid, the customer shall not pledge to third parties or assign as security the goods under retention of title.

4. The customer shall give camano prompt written notification of any attachment or other forms of seizure by third parties, so that camano can bring an action in accordance with Section 771 ZPO [Code of Civil Procedure]. Insofar as such third party is unable to reimburse camano for the court and out-of-court costs in connection with such an action under Section 771 ZPO, the customer shall be liable for the loss incurred upon camano.

5. Until it has been established that title to the goods delivered has passed to the customer, the customer shall not be entitled to resell the goods delivered, or in any way dispose of the goods delivered, without express written consent.

6. At the customer‘s request, camano shall release the security to which the customer is entitled, insofar as the realisable value of the security exceeds by more than 10 % the claims to be secured; camano shall be responsible for choosing the security to be released.

VIII. Liability

1. Camano shall be fully liable to its customers in accordance with the statutory provisions (i) in cases of loss, damage or injury caused by wrongful intent or gross negligence; (ii) in cases or mortal injury, physical harm or health damage; (iii) in cases where camano has explicitly given a guarantee or taken on a procurement risk; (iv) in cases of liability under the Produkthaftungsgesetz [Product Liability Act]. Camano shall be liable on the basis of a procurement risk taken on only if camano has expressly taken on the procurement risk by virtue of a written agreement.

2. Outside of the cases specified in VIII. 1., camano shall be liable only for loss caused by negligent breach of a material contractual duty. „Material contractual duties“ are obligations that protect the customer‘s legal positions that are material to the contract and are specifically to be granted to the customer under the contract according to the content and purpose of the contract. Furthermore, material contractual duties comprise contractual duties whose fulfilment is a prerequisite for the proper implementation of the contract, and that the customer normally expects, or may normally expect, to be complied with. In such case, the loss to be compensated for shall be limited to the loss typically foreseeable at the time of the conclusion of the contract.

3. The above limitations of liability shall also apply in favour of camano‘s employees, authorised agents and Executive Directors.

4. There shall be no further liability of any kind.

IX. Limitation Period

1. In all cases under VIII. 1., the statutory limitation periods shall apply.

2. Contrary to Section 438 (1), No. 3 BGB, the general limitation period for claims arising from defects in quality or title shall be one year from the time of delivery. Excluded herefrom are damage claims on account of mortal injury, physical harm or health damage, as well as damage claims based on any loss, damage or injury caused by camano through gross negligence or wrongful intent. The statutory limitation period shall apply in this respect.

3. Special statutory provisions concerning third-party in-rem repossession claims (Section 438 (1) No. 2 BGB), fraud on the part of the seller (Section 438 (3) BGB) and claims in recourse against the supplier in cases where the goods are ultimately delivered to a consumer (Section 479 BGB) shall remain unaffected.

4. The above limitation periods under sales law shall also apply to contractual and extra-contractual damage claims of the buyer on the basis of a defect in the goods, unless the application of normal statutory limitation (Sections 195 and 199 BGB) would lead to a shorter limitation period in the individual case concerned.

X. Governing Law and Place of Jurisdiction

1. In the sense of a choice of law under Article 3 Rome I Regulation, the Parties hereto shall subject the contractual relations existing between them now or in future under these General Terms and Conditions of Business to German law, excluding UN sales law and the standards on conflict of laws under international private law.

2. The place where camano‘s registered office is situated is hereby agreed upon as the place of jurisdiction for all disputes arising from or in connection with these General Terms and Conditions, unless an exclusive place of jurisdiction exists. However, camano shall be entitled to also bring an action against the customer at the customer‘s statutory place of jurisdiction.

XI. Final Provisions

Camano‘s contractual obligations shall ensue from the order acknowledgement/purchase order and these General Terms and Conditions of Business. For purposes of proof, camano shall confirm in writing within 14 days any changes or additions made verbally in respect of its contractual agreements.