I. Scope of deliveries and services

  1. Our terms of delivery and payment, with which our customer declares his agreement when placing the order, shall apply exclusively, and this shall also apply to future transactions insofar as these are legal transactions of a related nature, even if no express reference is made to them, but they have been received by the customer in the case of an order confirmed by us. If the order is placed in deviation from our terms of delivery and payment, only our terms of delivery and payment shall apply, even if we do not object. Deviations therefore only apply if they have been expressly acknowledged by us in writing.
  2. We reserve the unrestricted right of ownership and copyright exploitation of cost estimates, software and other documents. They may not be made accessible to third parties without our consent. If the order is not placed with us, drawings and other documents belonging to offers must be returned to us immediately and in full on request.
  3. The VPE (packaging units) stated in the price lists shall apply as minimum order and delivery quantities.
  4. In the event of force majeure, mobilisation, riot, war, lockout, strike, lack of raw materials, accident, fire, water ingress, failure of supply and other circumstances which are unforeseeable or unavoidable for us, we shall be entitled to deliver within a reasonable period of grace.
  5. In the absence or loss of creditworthiness or insolvency of the customer, we shall be entitled to withdraw from the contract if the customer is not prepared to make payment step by step or to provide security despite being requested to do so.
  6. We are entitled to engage third parties for the provision of deliveries or services.
  7. Our offers are always subject to change without notice. A contract is only concluded with our written order confirmation of the customer's order. 8 We are entitled to assign the claims arising from our business relations.


II Prices

  1. The prices are valid for delivery without installation or assembly ex works plus the legal value added tax. All prices are subject to change. The prices valid on the day of delivery shall apply. If the goods are collected in Germany by a foreign non-EU resident purchaser or an EU resident purchaser without an identification number, the VAT will be charged, but will be refunded upon presentation of the relevant customs documents. Any value-added tax that may be applicable in the country of the customer shall be borne by the customer.
  2. We reserve the right to change our prices appropriately if, after conclusion of the contract, cost reductions or increases occur, in particular due to increases in the price of materials or customs duties; we will provide the customer with evidence of these upon request.


III. reservation of title

  1. Delivered goods remain our property until all claims against the customer to which we are entitled from the business relationship, including any balance claims, have been fulfilled. If the value of the security rights to which we are entitled exceeds the amount of all secured claims by more than 20%, we will release a corresponding part of the security rights at the request of the purchaser.
  2. If delivered goods are subject to reservation of title, the purchaser is not permitted to pledge or transfer ownership by way of security. Resale is only permitted to resellers in the normal course of business, that the reseller receives payment from his customer or makes the reservation that the property passes to the customer when the customer has fulfilled his payment obligation. In the event of resale, the customer assigns to us by way of security his future purchase price claim in the amount of the sales price charged to the customer upon conclusion of the transaction with us, without the need for a special declaration (extended reservation of title). We must be notified immediately of any interference by third parties with the reserved goods.
  3. In the event of breaches of duty by the customer, in particular default of payment, we are entitled to withdraw from the contract and take back the goods; the customer is obliged to surrender them. The taking back or assertion of the reservation of title does not require a withdrawal by us; these actions or a seizure of the reserved goods by us does not constitute a withdrawal from the contract, unless we have expressly declared this. In the case of 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 payable net (without deduction) within 7 days of the invoice date.
  2. If the buyer is in default with any payment obligations towards us, all existing claims shall become due immediately.
  3. Cheques and bills of exchange shall only be considered as payment after receipt of the equivalent value. Collection and discount charges shall be borne by the customer. Bills of exchange shall only be accepted after prior approval by us.
  4. The customer may only offset such claims that are undisputed or have been legally established.
  5. If these conditions are not met, the entire balance must be paid immediately. Discounts shall not be granted if there is an overdue balance in our favour at the time of payment. Unless otherwise agreed, payments will be credited to the oldest debt and any additional costs. If the customer is in default of payment, we shall charge interest on arrears at a rate of 8% p.a. above the base rate in accordance with § 247 I BGB.
  6. If several invoices are outstanding, payments can be credited to the oldest debt, irrespective of any instructions to the contrary from the customer.
  7. Die Zahlung des Kaufpreises hat ausschließlich an die Bankverbindung von Megasat Werke GmbH, Brückenstraße 2, 97618 Niederlauer zu erfolgen.


V. Delivery time

Delivery times are indicated by us to the best of our judgement and are adhered to as far as possible. Claims for compensation due to non-fulfilment or exceeding of the agreed delivery date - even after expiry of a grace period - cannot be asserted.


VI. transfer of risk

The risk is transferred to the purchaser, even if freight-free delivery has been agreed:

  1. In the case of delivery without installation or assembly, when the consignment ready for operation has been dispatched or collected.
  2. If there is a delay in acceptance or acceptance which is caused by the customer or his representative, the risk is transferred to the customer. The resulting additional costs will be charged.


VII. receipt and incoming inspection

Megasat Werke GmbH – Brückenstraße 2 – D-97618 Niederlauer

  1. Delivered items are to be accepted by the customer, even if they have minor defects.
  2. Partial deliveries are permissible insofar as they are reasonable for the customer.
  3. Upon receipt of the goods, the customer must immediately note obvious shortages and 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. Delivered goods or services which show a material defect within the period of limitation - regardless of the operating time - the cause of which was already present at the time of the transfer of risk, shall be repaired free of charge or delivered or rendered again at our discretion.
  2. Claims for material defects become statute-barred after 24 months, calculated from the date of delivery of the works (first transfer of risk) or according to Art. VI. unless longer periods are prescribed by law.
  3. We must be notified of material defects in writing without delay.
  4. In the event of notices of defects, the customer may only withhold payments to an extent which is in reasonable proportion to the material defects which have occurred and on condition that he asserts a notice of defect about the justification of which there can be no doubt. If notifications of defects are unjustified, we have the right to demand compensation from the purchaser for expenses incurred.
  5. First of all, we must always be given the opportunity to remedy the defect (subsequent performance) within a reasonable period of time. If the supplementary performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration. The customer cannot demand compensation for futile expenditure.
  6. Claims for defects shall not only exist in the case of insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability in the case of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or due to external influences which are not assumed under the contract, as well as in the case of non-reproducible software errors. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for this or for any consequences arising from it.
  7. Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and additional costs, are excluded if they increase because the item delivered by us has subsequently been moved to a location other than the customer's branch office, unless the move corresponds to its intended use.
  8. Recourse claims of the purchaser against us only exist insofar as the purchaser has not made any agreements with his customer that go beyond the statutory claims for defects. For the scope of the customer's right of recourse against us, point 7 shall also apply accordingly.
  9. In all other respects, the provisions of Clause 10 shall apply to claims for compensation for damages. VIII regulated claims of the customer against us and our vicarious agents due to a material defect are excluded.
  10. Claims for damages by the customer, irrespective of the legal basis, in particular due to breach of duties arising from the contractual obligation and from unlawful acts, are excluded. This does not apply if we are compulsorily liable under the Product Liability Act, in cases of intent or gross negligence, due to injury to life, body or health, due to the assurance of the absence of a defect or the breach of essential contractual obligations. Compensation for the violation of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health or due to the assurance of the absence of a defect. A change in the burden of proof to the disadvantage of the customer is not associated with the above provisions.


IX. Place of jurisdiction

  1. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is, if the customer is a merchant - also for the legal dunning procedure - at our discretion, our head office or the branch office.
  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 to foreign countries

  1. Unless otherwise agreed, our deliveries abroad are made against irrevocable, confirmed letter of credit. Payments are to be made without any deduction by irrevocable, confirmed letter of credit, opened in our favour, at one of our bank accounts in EURO, payable in Germany.
  2. For deliveries abroad, the rules of the currently valid Incoterms shall apply. All costs associated with the border crossing such as customs duties, taxes. Examination fees, transfer costs and other costs shall be borne by the customer.


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