Terms and Conditions

I. Scope of deliveries and services

1. Our terms and conditions of delivery and payment apply exclusively, to which our customer agrees upon placing an order. This also applies to future transactions, provided they involve legal transactions of a similar nature, even if they are not expressly referred to but were received by the customer with an order confirmed by us. If the order is placed in deviation from our terms and conditions of delivery and payment, only our terms and conditions of delivery and payment apply, even if we do not object. Deviations are therefore only valid if they have been expressly acknowledged by us in writing.
2. We reserve all ownership and copyright exploitation rights to cost estimates, software, and other documents without restriction. They may not be made accessible to third parties without our consent. If the order is not awarded to us, drawings and other documents relating to offers must be returned to us immediately and in full upon request.
3. The packaging units (VPE) specified in the price lists are considered minimum order and delivery quantities.
4. In the event of force majeure, mobilization, riots, war, lockouts, strikes, shortages of raw materials, accidents, fire, water ingress, failure of supplies and other circumstances that are unforeseeable or unavoidable for us, we are entitled to delivery within a reasonable grace period.
5. The lack or loss of creditworthiness or insolvency of the customer entitles us to withdraw from the contract if the customer is not prepared to perform concurrently or to provide security despite being requested to do so.
6. We are entitled to engage third parties to provide the delivery or service.
7. Our offers are always subject to change. A contract is only concluded upon our written confirmation of the customer's order. 8. We are entitled to assign claims arising from our business relationships.

II. Prices

1. Prices apply for delivery ex works without installation or assembly, plus statutory VAT. All prices are subject to change. The prices valid on the date of delivery apply. If the goods are picked up in Germany by a foreign customer not residing in the EU or by an EU customer without an identification number, VAT will be charged but refunded upon presentation of the relevant customs documents. Any VAT charged in the customer's country must be borne by the customer.
2. We reserve the right to adjust our prices appropriately if cost reductions or increases occur after the conclusion of the contract, particularly due to increases in material prices or customs duties; we will provide evidence of these to the customer upon request.

III. Retention of title

1. Delivered goods remain our property until all claims against the customer arising from the business relationship, including any outstanding balances, have been settled. If the value of the security interests to which we are entitled exceeds the amount of all secured claims by more than 20%, we will release a corresponding portion of the security interests at the customer's request.
2. If delivered goods are subject to retention of title, the purchaser is prohibited from pledging or transferring them as security. Resale is only permitted to resellers in the ordinary course of business, provided that the reseller receives payment from its customer or makes the reservation that ownership shall pass to the customer when the customer has fulfilled its payment obligation. In the event of resale, the purchaser assigns to us, as security, its future purchase price claim in the amount of the sales price charged to the purchaser upon conclusion of the transaction with us, without the need for a special declaration (extended retention of title). Any interference with reserved goods by third parties must be reported to us immediately.
3. In the event of breaches of duty by the customer, particularly in the event of default in payment, we are entitled to withdraw from the contract and take back the goods; the customer is obligated to surrender the goods. Taking back or asserting our retention of title does not require withdrawal from the contract by us; these actions or the seizure of the reserved goods by us do not constitute withdrawal from the contract unless we have expressly declared this. In the event of the processing or combination of the reserved goods with other items not belonging to us, we are entitled to a co-ownership share in the new item in the amount of the sales price charged to the customer.

IV. Terms of payment

1. Payments are due upon delivery. Unless otherwise agreed or stated on the invoice, the invoice amount is due net (without deduction) within 7 days of the invoice date.
2. If the buyer defaults on any payment obligations to us, all outstanding claims shall become due immediately.
3. Checks and bills of exchange are only considered payment upon receipt of the equivalent amount. Collection and discount fees are borne by the customer. Bills of exchange will only be accepted with our prior approval.
4. The customer may only offset claims that are undisputed or legally established.
5. If these conditions are not met, the entire balance must be paid immediately. No discount will be granted if there is an overdue balance in our favor at the time of payment. Unless otherwise agreed, payments will be credited to the oldest debt and any additional costs. If the customer defaults on payment, we will charge default interest at a rate of 8% per annum above the base interest rate according to Section 247 I of the German Civil Code (BGB).
6. If several invoices are outstanding, payments may be credited to the oldest debt, regardless of any contrary instructions from the customer.
7. Payment of the purchase price must be made exclusively to the bank account of Megasat Werke GmbH, Brückenstraße 2, 97618 Niederlauer.

V. Delivery period

Delivery deadlines are specified by us to the best of our ability and will be adhered to as far as possible. Claims for compensation due to non-fulfillment or exceeding of the agreed delivery date – even after expiration of a grace period – cannot be asserted.

VI. Transfer of risk

The risk shall pass to the purchaser, even if carriage-free delivery has been agreed:

1. In the case of delivery without installation or assembly, when the ready-to-use consignment has been brought for dispatch or picked up.
2. If there is a delay in acceptance or inspection caused by the customer or their representative, the risk shall pass to the customer. Any resulting additional costs will be charged.

VII. Receipt and incoming inspection

Megasat Werke GmbH – Brückenstraße 2 – D-97618 Niederlauer

1. Delivered items must be accepted by the purchaser, even if they have minor defects.
2. Partial deliveries are permissible as long as they are reasonable for the customer.
3. Upon receipt of the goods, the purchaser must immediately note any obvious shortages or damage on the consignment note. Hidden defects must be reported immediately in writing to the transport company.

VIII.Warranty (Liability for Material Defects)

We are liable for material defects as follows:

1. We will, at our discretion, repair or replace goods or services delivered or provided which, within the limitation period – regardless of the operating period – exhibit a material defect whose cause already existed at the time of transfer of risk, free of charge.
2. Claims for material defects shall expire after 24 months, calculated from the date of delivery (first transfer of risk) or in accordance with Article VI, unless longer periods are prescribed by law.
3. Material defects must be reported to us immediately in writing.
4. In the event of a complaint, the customer may only withhold payments to an extent that is reasonable in relation to the material defects that have occurred, and on the condition that the complaint is based on a complaint whose validity cannot be doubted. If complaints are unjustified, we reserve the right to demand reimbursement from the customer for any expenses incurred.
5. First, we must always be given the opportunity to remedy the defect (subsequent performance) within a reasonable period of time. If subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the payment. The customer may not demand compensation for wasted expenses.
6. Claims for defects exist not only in the case of insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability due to natural wear and tear, or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, or due to external influences not assumed under the contract, as well as in the case of non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall apply for these or any resulting consequences.
7. Claims by the purchaser for expenses required for the purpose of subsequent performance, in particular transport, travel, labor and additional costs, are excluded to the extent that they increase because the item delivered by us was subsequently moved to a location other than the purchaser's branch, unless the transfer corresponds to its intended use.
8. The purchaser's recourse claims against us only exist to the extent that the purchaser has not entered into any agreements with his customer that go beyond the statutory warranty claims. Section 7 also applies accordingly to the scope of the purchaser's recourse claims against us.
9. For claims for damages, Section 10 shall apply. Any further claims by the customer against us and our vicarious agents due to a material defect or claims other than those regulated in this Article VIII shall be excluded.
10. Claims for damages by the customer, regardless of the legal basis, in particular for breach of obligations arising from the contractual relationship and from tort, are excluded. This does not apply to the extent that we are liable under the Product Liability Act, in cases of intent or gross negligence, for injury to life, body or health, for the assurance of the absence of a defect or the breach of essential contractual obligations. Compensation for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability is incurred due to injury to life, body or health or due to the assurance of the absence of a defect. The above provisions do not involve a change in the burden of proof to the detriment of the customer.

IX. place of jurisdiction

1. If the customer is a merchant, the sole place of jurisdiction – also for statutory dunning proceedings – for all disputes arising directly or indirectly from the contractual relationship shall be our headquarters or branch, at our discretion.
2. The contractual relationship is subject exclusively to German law, in particular the German Civil Code and the German Commercial Code.

X. Binding nature of the contract

The contract remains binding in its remaining parts even if individual points are legally ineffective.

XI. Deliveries abroad

1. Unless otherwise agreed, our deliveries abroad are made against an irrevocable, confirmed letter of credit. Payments are to be made without any deductions by an irrevocable, confirmed letter of credit opened in our favor, at one of our bank accounts, denominated in euros, payable in Germany.
2. For deliveries abroad, the currently valid Incoterms regulations apply. All costs associated with border crossings, such as customs duties, taxes, inspection fees, transfer fees, and other costs, are borne by the customer.

Niederlauer, March 2012
Megasat Werke GmbH, Brückenstraße 2a, D-97618 Niederlauer