ASA Kompressor GmbH –
Terms and Conditions

1. Validity
1.1 These General Terms and Conditions (available on the Internet at “http://www.asagroup.de”) apply to all business relationships between ASA Kompressor GmbH (hereinafter referred to as “ASA”) and its contractual partners (hereinafter referred to as “CP”), unless otherwise the general terms and conditions of purchase of ASA or the special framework contract for suppliers apply or other expressly agreed at least in text form or is required by law. Verbal agreements with, as well as telephone information and explanations from ASA are only binding if they are confirmed at least in text form.
1.2 Contradictory / deviating conditions of the CP are not binding for the contractual relationship with ASA, even if ASA has not expressly objected to them, unless they are expressly recognized at least in text form. They are also not valid if ASA unconditionally executes an order in the knowledge of conflicting / deviating conditions of the CP.
1.3 These terms and conditions apply, insofar as it is a commercial transaction on both sides, also for all future transactions between ASA and the CP. The version valid at the time the contract is concluded is decisive.

2. Offers – Start with the execution of the order
All offers from ASA are subject to change and non-binding, unless liability is at least promised in text form. Orders placed verbally by the CP are binding. An order is also deemed to have been placed if, prior to reaching an agreement on all points of an order, the knowledge of the CP begins with the execution of the order without the CP contradicting it.

3. Prices – price adjustments – advance payment
3.1 The prices quoted by ASA are net prices; Sales tax will be invoiced separately in the amount of the sales tax rate applicable on the day of invoicing, unless there is no exemption from sales tax. Billing is done in euros. Additional
Deliveries / services are charged separately.
3.2 ASA reserves the right to change prices for long-term obligations and services that are to be provided later than six weeks after the contract is concluded if the costs on which the calculation is based, e.g. due to collective bargaining, falling or rising. We will prove the change to the CP on request.
3.3 ASA is entitled to request a reasonable advance payment or to issue interim bills before the order is completed.

4. Terms of payment
4.1 Agreed remuneration is due for payment immediately after receipt of the invoice without deduction. ASA’s invoices are deemed to have been recognized by the CP if the latter does not contradict them at least in text form within two weeks of receipt of the invoice.
4.2 ASA is not obliged to accept bills of exchange, checks or personal acceptances; the acceptance is always only on account of performance. The CP bears all exchange and discount charges. If the CP is in default of payment, ASA is entitled to return accepted bills of exchange before expiry and to request immediate cash payment.

5. Delay of payment
5.1 If the CP is in default of payment, ASA is entitled to choose whether to request payments or security deposits due to claims due from all contracts between the parties. In addition, ASA can refuse further fulfillment of the contract until payment or security and all items delivered under retention of title (Section 10) immediately – i.e. especially without prior notice and
without a legally binding edition title – take it back in its sole possession.
5.2 In the event of a substantial or repeated delay in payment by the CP, ASA can withdraw from all contracts concluded between the parties without setting a further deadline.
5.3 The CP is not entitled to declare offset against a claim from ASA. This does not apply if his counterclaims are undisputed or legally established.

6. Execution of orders
6.1 The CP is obliged to name ASA all laws, standards and other regulations before placing the order as well as to provide all data, documents and other information in writing or, if agreed, in text form, on the basis of which the performance of the service object should be carried out by ASA.
6.2 Changes and additions to the object of performance can only be agreed by mutual agreement; the CP has to issue an express order for this in text form. Both parties will agree on additional compensation. ASA has the right to work on the entire service subject to agreement on the amount of the supplementary
Remuneration and the additional order placement. Committed or
agreed delivery times are postponed at least by the duration of the cessation of work and the time that is then required for the changes to be made by ASA.
6.3 When goods are dispatched to the CP, the risk acc. § 447 (1) BGB to the CP as soon as ASA sends the goods to the freight forwarder or carrier or similar. handed over for transport. If ASA sends the goods with its own vehicles, the risk is transferred to the CP from loading.
6.4 If the CP refuses to accept goods that have been properly sent to him, ASA is not obliged to send them again. Rather, the CP can set a reasonable deadline for picking up the goods in Gachenbach. If the CP does not pick up the goods by the expiry date, ASA is entitled to withdraw from the contract and to claim damages for non-performance.
6.5 As far as this is reasonable for the CP, ASA is entitled to partial deliveries and services as well as to render services before the due date

7. Warranty
7.1 ASA provides a guarantee in accordance with the statutory provisions, unless otherwise specified below.
7.2 Warranty claims of the C acting as an entrepreneur become time-barred within one year of the delivery of the service item, unless otherwise expressly agreed at least in text form.
7.3 The customer must notify ASA of obvious defects immediately, but at the latest within ten days after receipt of the service item in text form. The assertion of obvious defects after this period is excluded.
7.4 Irrespective of this, the assertion of warranty rights presupposes that the CP fulfills its inspection and notification obligations in accordance with Section 377 HGB has been complied with promptly and properly. Complaints or notifications of defects must be made in text form with proof of access. Bad services, to which § 377 HGB does not apply, must be reported within a period of ten days from the time they become recognizable, but no later than one year after receipt of the object of performance.
7.5 The CP only has the right to a reduction, withdrawal from the contract or compensation if ASA has not been able to remedy a defect despite at least two opportunities for supplementary performance. ASA is entitled to choose between rectification or replacement delivery.
7.6 Defects in a product that result from non-compliance with operating or maintenance instructions, are due to improper changes to the product, or are caused by the use of parts or consumables that do not meet the original specifications, do not constitute a defect.

8. Liability
8.1 Claims of the CP for damages of any kind, in particular due to breach of obligations arising from the contractual relationship with ASA, from delay or from tort, are excluded.
8.2 Section 8.1 does not apply if damage is due to intent or gross negligence on the part of legal representatives or vicarious agents of ASA, in one caused by legal representatives or vicarious agents of ASA at least negligently

There is injury to life, limb or health, for claims from a guarantee and for claims under the Product Liability Act. The disclaimer also does not apply to slightly negligent breach of essential contractual obligations. In this case, ASA’s liability is limited to the replacement of the typical damage that was foreseeable when the contract was concluded.
8.3 If the object of performance consists of a construction, consequential damage due to defects shall be ruled out as soon as the CP, based on the service provided by ASA, produces the corresponding tools or similar. initiated or performed similar actions.
8.4 Insofar as ASA’s liability is excluded or limited, this also applies to the personal liability of its employees, organs, representatives and vicarious agents.

9. Third party rights
The CP guarantees that – if ASA executes the order according to its specifications – this does not violate any third party rights. If a third party claims ASA because of a violation of his rights, the CP is obliged to release ASA from these claims. The exemption obligation also applies to all expenses that ASA necessarily incurs in connection with claims by a third party.

10. Retention of title
10.1 ASA retains ownership of all goods delivered by it until all payments from the business relationship with the CP have been received. In the event of a current account balance, ASA retains title until the balance is balanced; when accepting bills of exchange or checks until they are cashed.
10.3 The CP is entitled to resell the goods delivered by ASA in the ordinary course of business and without the agreement of an assignment exclusion.
10.4 The CP already assigns its claim from a resale with all ancillary rights up to the amount of the claim including sales tax to ASA. In the case of current account agreements between the VP and the third party, this applies accordingly to the balance claim from the current account. The CP remains to collect the assigned claim even after the assignment
authorized. ASA’s authority to collect the claim itself remains unaffected. However, ASA is obliged not to collect the claim as long as the CP meets its payment obligations from the proceeds received, does not fall into arrears and there is no application to open insolvency proceedings or payment is suspended. If this is the case, the CP undertakes to notify ASA of the assigned claims and their debtors and to provide all the information necessary for collection, to hand over the associated documents and to notify the debtors (third parties) of the assignment.
10.5 Processing or transformation of delivered goods by the CP is always carried out for ASA. If the goods are processed with other items that do not belong to ASA, ASA acquires co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. For the thing resulting from processing, the same applies as for the goods delivered under reservation.
10.5 If certain measures are necessary for the delivery of goods abroad in the importing country to make the retention of title effective, the CP must point this out and carry out such measures at his own expense. If the right of the importing country does not permit retention of title, but allows ASA to reserve other rights to the goods, ASA can exercise all such rights. If an equivalent protection of the claims is not achieved, the CP is obliged to ASA
to provide his costs with other guarantees for the delivered goods or other guarantees.
10.6 The CP may neither pledge the goods under retention of title nor assign them as a security measure. In the event of third-party access, in particular when the goods are seized, the CP must immediately notify ASA’s property and inform them of the access.
10.7 ASA undertakes to release the security to which it is entitled at the request of the CP insofar as the realizable value of its security exceeds the claims to be secured by more than 20%. ASA is responsible for selecting the securities to be released.

11. Subcontracting the service
ASA is entitled to involve third parties for the provision of services and to award the order in whole or in part to subcontractors, provided that the interests of the CP worthy of protection are not affected.

12. Worsening of the CP’s assets
12.1 If ASA becomes aware of facts after the contract has been concluded that questions the solvency of the CP, ASA is entitled to request full payment or corresponding security before the order is executed further or after setting an appropriate one
Deadline for full payment or security deposit to withdraw from the contract.
12.2 Facts that question the solvency of the CP are, in particular, sustainable attachments or other foreclosure measures and the application to open insolvency proceedings.

13. Act of God
13.1 If a delivery / service is not possible due to force majeure, in particular due to a shortage of raw materials, energy and labor, industrial disputes, serious transport disruptions, unintentional or unforeseeable operational disruptions, official measures not attributable to us, pandemics or other events for which we are not responsible, is not possible ASA is not obliged to deliver / perform as long as the obstacle to performance continues.
13.2 If the obstacles according to Clause 13.1 persist for more than four months, ASA has the right to withdraw from the contract if the fulfillment of the contract no longer interests them as a result of the obstacle. At the request of the CP, ASA will declare after the deadline whether it will withdraw or fulfill its performance obligations within a reasonable period.

14. Confidentiality
Only data, plans and other documents and information expressly designated in writing by the CP as subject to confidentiality are subject to a confidentiality agreement that may have been agreed with ASA. In case of doubt, ASA’s obligation to maintain confidentiality begins with receipt of the document; the obligation exists for a period of three years. The CP’s confidentiality obligations from a confidentiality agreement with ASA remain unaffected.

15. Offsetting and rights of retention – applicable law, place of jurisdiction
15.1 The law of the Federal Republic of Germany is agreed by the parties to be the only one applicable to all contracts.
15.2 The place of performance for all claims and obligations from the contractual relationship is the ASA headquarters in Gachenbach. The seat of ASA is also agreed as the place of jurisdiction.
ASA can choose to file suits against the CP at the court responsible for its registered office and also in Munich, Cologne, Hamburg or Itzehoe.
15.3 If a provision in this contract or a provision in the framework of other agreements is or becomes invalid, this shall not affect the effectiveness of all other provisions or agreements; Section 139 BGB does not apply. A loophole in the regulation resulting from the disappearance of an ineffective provision is to be closed by supplementary contract interpretation.

ASA Kompressor GmbH
Chief Operating Office: Christian Stöber,
Am Brunnenfeld 1
86565 Gachenbach
Germany

Terms and Conditions – as of December 2010