Terms and Conditions for Germany

The General Terms and Conditions for Deliveries of INTEGRA Metering GmbH (hereinafter referred to as “INTEGRA Metering”) apply to: – a natural person, a legal entity, or a partnership with legal capacity that, at the time of concluding the contract, is acting in the course of its commercial or self-employed professional activities (business entity); – legal entities under public law or a special fund under public law.

Unless otherwise expressly agreed in writing, our General Terms and Conditions for Deliveries by INTEGRA Metering, as set forth below, apply exclusively to all deliveries, including accessories. Any deviations or supplementary terms and conditions provided by the purchaser are valid only if we have expressly acknowledged them in writing. Our terms of delivery shall apply even if INTEGRA Metering carries out a delivery or service without reservation while being aware of any conflicting or deviating terms and conditions of the purchaser. The purchaser acknowledges that INTEGRA Metering’s General Terms and Conditions are binding upon them, even if their order or prior correspondence contradicts them and refers to their own terms and conditions. INTEGRA Metering’s General Terms and Conditions for Deliveries also apply to all further transactions with the customer. Unless otherwise agreed, they also apply to the delivery of replacement parts and to installation work.

1. Our offers and the documents accompanying them are only binding for the conclusion of a contract if they are expressly designated as a binding offer. Furthermore, our technical application advice, whether verbal or written, as well as suggestions, calculations, project planning, and descriptions in offers, invoices, etc., are merely the best possible descriptions of how our products can be used. These descriptions do not relieve the partner of its unrestricted obligation to verify, through its own testing, that our products are suitable for the intended purpose.

2. By placing an order, the customer makes a binding declaration of intent to purchase the ordered goods. A contract is legally binding once it has been confirmed by INTEGRA Metering in writing or electronically via an order confirmation and the customer has received said confirmation. Unless expressly agreed otherwise, the contract is concluded subject to correct and timely delivery to us by our suppliers. This applies only in the event that we are not responsible for the non-delivery, in particular when a corresponding hedging transaction has been concluded with our supplier. The customer will be informed immediately of the unavailability of the service. Any consideration already provided will be refunded.

3. If the customer places an order electronically, we are not obligated to confirm the order electronically. INTEGRA Metering is also not obligated to provide technical means that would allow the customer to detect and correct input errors before submitting their order. Furthermore, we are not obligated to provide the customer with certain information regarding the contract electronically before they submit their electronic order. Please note that our standard contractual terms, including our General Terms and Conditions, are available on the INTEGRA Metering website at www.integra-metering.com. If we confirm the electronic order with an electronic order confirmation, the contractual terms of that order are stored in a form that can be accessed and reproduced.

4. Bid documents, plans, drawings, cost estimates, and all technical documentation—including those in electronic form—shall be treated as trade secrets and may not be disclosed, published, reproduced, or made available to third parties in writing. They must be returned or deleted upon request. The same applies to any software provided.

1. Our order confirmation, provided in writing or in electronic form, is the sole and binding basis for determining the scope of delivery. Any additions, side agreements, or amendments must also be confirmed by INTEGRA Metering in writing or in electronic form.

2. All documents on which the order confirmation is based—such as calculations, drawings, cost estimates, and technical specifications—are to be understood as approximate values only and do not, as a general rule, constitute guarantees in the legal sense, unless they are expressly designated as such in the order confirmation.

3. Partial services are permitted.

4. INTEGRA Metering may make technical changes that result in improvements, provided that such changes do not lead to price increases. General Terms and Conditions of INTEGRA Metering GmbH Kurt-Schumacher-Allee 2 D-28329 Bremen.

1. The prices quoted are binding and, unless otherwise agreed, are ex works, including loading at the factory but excluding packaging. Value-added tax at the applicable statutory rate shall be added to the prices.

2. Unless otherwise agreed, payment must be made in cash, without any deductions, to the payee designated by INTEGRA Metering, and is due upon receipt of the invoice.

3. Payment is considered overdue upon receipt of a reminder after the due date; if no reminder is sent, it is considered overdue 10 days after the due date.

4. During the period of default, the customer shall pay interest on the monetary debt at a rate of 8 percent above the base interest rate. INTEGRA Metering reserves the right to prove and claim higher damages resulting from the default.

5. The withholding of payments or set-off based on any counterclaims by the customer that are disputed by INTEGRA Metering is not permitted, unless such claims have been legally established.

6. If we become aware of a significant deterioration in the customer’s financial situation, INTEGRA Metering may, notwithstanding Section 2, require full or partial prepayment or a security deposit, or may withdraw from the contract.

1. The delivery time is determined by the agreements between the contracting parties. INTEGRA Metering’s compliance with this delivery time is contingent upon all commercial and technical issues between the contracting parties having been clarified in a timely manner and the customer having fulfilled all obligations incumbent upon it, such as providing the necessary technical or regulatory documents or approvals, or making a down payment. If this is not the case, the delivery time shall be extended accordingly. This does not apply if INTEGRA Metering is responsible for the delay.

2. Compliance with the delivery deadline is subject to correct and timely delivery to us by our suppliers.

3. The delivery deadline is deemed to have been met if the goods have left the INTEGRA Metering plant by the time the deadline expires or if notification has been given that the goods are ready for shipment. If acceptance is required, the acceptance date shall be decisive—except in cases of justified refusal of acceptance—or, alternatively, the notification that the goods are ready for acceptance.

4. The delivery period shall be extended appropriately in the event of measures taken in the context of labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond INTEGRA Metering’s control and such obstacles that demonstrably have a significant impact on the completion or delivery of the goods. This also applies if these circumstances occur at subcontractors. INTEGRA Metering shall not be held responsible for the aforementioned circumstances even if they arise during an existing delay. In important cases, INTEGRA Metering shall notify the customer of the start and end of such obstacles as soon as possible.

5. No compensation for delay shall be payable for late deliveries by third-party suppliers that were specified by the purchaser or agreed upon with the purchaser.

6. In the event of a delay in delivery for which we are responsible, the Partner may withdraw from the contract and/or claim damages in lieu of performance if the Partner has granted us a reasonable grace period, specifying that it will refuse to accept the subject matter of the contract upon the expiration of that period. No damages are owed if delays in delivery result from the conduct of subcontractors.

7. If shipment or completion is delayed due to circumstances for which the customer is responsible, the customer must nevertheless make the payments due based on the original delivery date. INTEGRA Metering is then entitled to store the delivered goods and may invoice at least 0.5 percent of the sales price per month as storage costs. INTEGRA Metering is entitled to claim costs that are demonstrably higher.

8. In the event of any default by the Customer in fulfilling its contractual obligations, INTEGRA Metering is entitled, in addition to the claims set forth in Section 6, after the fruitless expiration of a set, reasonable grace period has expired without result, to dispose of the delivery item as it sees fit and/or to deliver to the customer within a reasonably extended period and/or to withdraw from the contract and demand compensation for the damages suffered as a result of the non-performance. Damages shall be deemed to amount to 20 percent of the order value, subject to proof of greater damages. The damages shall be offset against the down payment made. This provision also applies in the event of withdrawal from the contract for a delivery order that is already in production. The customer has the right to prove that such damages did not occur or did not amount to this sum.

1. The risk of accidental loss or accidental deterioration of the delivered goods passes to the purchaser upon handover; in the case of a sale by shipment, upon delivery of the goods to the shipping agent, the carrier, or any other person or entity designated to carry out the shipment. This applies even if partial deliveries are made or if INTEGRA Metering has assumed other obligations, such as shipping costs or delivery, installation, and setup. At the purchaser’s request and at the purchaser’s expense, INTEGRA Metering will insure the shipment against theft, breakage, transport damage, fire, water damage, and other insurable risks.

2. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer as of the date the goods are ready for shipment; however, INTEGRA Metering is obligated, at the customer’s request and expense, to arrange for the insurance coverage requested by the customer.

3. The purchaser must accept delivered items, even if they have minor defects, without prejudice to the purchaser’s warranty rights.

1. INTEGRA Metering reserves title to the delivered goods until all claims arising from an ongoing business relationship have been paid in full. The purchaser agrees to provide, upon request, a document certifying the agreed retention of title to the subject matter of the contract and to deliver this document to INTEGRA Metering. At the request of INTEGRA Metering, as well as in the event of the purchaser filing for insolvency, the subject matter of the contract subject to retention of title must be clearly marked with the words “Property of INTEGRA Metering GmbH.”

2. The purchaser is obligated to handle the goods with care. If maintenance and inspection work is required, the purchaser must perform it on an ongoing basis at its own expense.

3. INTEGRA Metering is entitled to insure the delivered item against theft, breakage, fire, water damage, and other types of damage at the customer’s expense, unless the customer can provide proof that he has taken out such insurance himself.

4. The customer may neither pledge the delivered goods as collateral nor assign them as security. In the event of attachment, seizure, or other actions by third parties, the customer must notify INTEGRA Metering immediately.

5. INTEGRA Metering is entitled to withdraw from the contract and demand the return of the delivered goods in the event of conduct by the purchaser that violates the terms of the contract, in particular in the event of late payment or a breach of any obligation under paragraphs 2 through 4 of this provision.

6. The customer is entitled to resell the delivered goods in the ordinary course of business. The customer hereby assigns to us all claims in the amount of the invoice total that arise from such resale against a third party. INTEGRA Metering accepts this assignment. Following the assignment, the purchaser is authorized to collect the receivable. INTEGRA Metering reserves the right to collect the receivable itself as soon as the purchaser fails to properly fulfill its payment obligations and falls into default.

7. Any processing or treatment of the delivered goods by the purchaser shall always be carried out in the name and on behalf of INTEGRA Metering. If the goods are processed together with items that do not belong to us, INTEGRA Metering shall acquire co-ownership of the new item in proportion to the value of the goods delivered by INTEGRA Metering relative to the value of the other processed items. The same applies if the delivered goods are mixed with other items that do not belong to INTEGRA Metering.

1. Unless otherwise agreed, acceptance shall take place at INTEGRA Metering’s premises. The purchaser is solely responsible for ensuring that the conditions for commissioning the delivered item are met at its premises. If acceptance fails, INTEGRA Metering has the right to inspect the delivered item and remedy any defects within a reasonable period of time, after which acceptance shall be attempted again. Minor defects or malfunctions that do not significantly impair the functionality of the delivered product will be remedied by INTEGRA Metering promptly. The purchaser may not refuse acceptance on the basis of such defects. Acceptance is otherwise deemed to have taken place once the purchaser has accepted the subject matter of the contract without reservation.

1. INTEGRA Metering shall, to the exclusion of any further claims, initially remedy defects in the delivered goods at our discretion either by repair or replacement. All parts that prove to be defective as a result of circumstances occurring prior to the transfer of risk shall be repaired or replaced free of charge. INTEGRA Metering must be notified of such defects in writing without delay. Replaced parts become the property of INTEGRA Metering and must be returned.

2. The Customer shall, after consulting with INTEGRA Metering, provide the necessary time and opportunity for INTEGRA Metering to carry out any remedial actions it deems necessary; otherwise, INTEGRA Metering shall be released from liability for any resulting consequences. Only in urgent cases to prevent disproportionately large damages—in which case INTEGRA Metering must be notified immediately—does the customer have the right to remedy the defect itself or have it remedied by a third party and to demand reimbursement from INTEGRA Metering for the necessary expenses.

3. The purchaser must notify us in writing of any obvious defects immediately, and no later than 8 days after receipt of the goods; otherwise, the right to assert a warranty claim is excluded. Timely dispatch is sufficient to meet the deadline. The purchaser bears the full burden of proof for all requirements for a claim, in particular for the defect itself, for the time at which the defect was discovered, and for the timeliness of the notice of defect.

4. Of the costs incurred as a result of the subsequent performance, INTEGRA Metering shall—provided the complaint proves to be justified—bear the costs of the replacement part, including shipping, as well as the reasonable costs of removal and installation; furthermore, if this can reasonably be required under the circumstances of the individual case, INTEGRA Metering shall bear the costs of providing its technicians and assistants, if necessary.

5. In all cases, our warranty for third-party products or for parts not manufactured by us is limited to the assignment of claims against our suppliers, provided that the defect is not within our sphere of responsibility.

6. If the remedy fails, the purchaser may generally, at its discretion, demand a reduction in the purchase price or rescission of the contract. However, in the case of a minor breach of contract—in particular, minor defects—the purchaser is not entitled to rescind the contract.

7. If the purchaser chooses to rescind the contract due to a legal defect or a material defect after a failed attempt at subsequent performance, the purchaser is not entitled to any additional claim for damages arising from the defect. If the purchaser chooses to claim damages after a failed attempt at subsequent performance, the delivered item shall remain with the purchaser if this is reasonable. Compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if INTEGRA Metering caused the breach of contract through willful misconduct. A0 – 09.2017 Subject to change / Sous réserve de modifications / Modification rights reserved / Copyright © INTEGRA Metering GmbH Kurt-Schumacher-Allee 2 D-28329 Bremen Tel. +49 421 871 64 0 Fax +49 421 871 64 19 info.de@integra-metering.com www.integra-metering.com.

8. The warranty period is two years from the date of delivery of the goods. This does not apply if the customer has not notified us of the defect in a timely manner (Section 3 of this provision).

9. No warranty is provided, in particular, in the following cases: unsuitable or improper use; incorrect installation or commissioning by the customer or third parties; normal wear and tear; improper or negligent handling; failure to perform proper maintenance; use of unsuitable operating materials; and chemical, electronic, or electrical influences—provided that INTEGRA Metering is not responsible for them.

10. As a general rule, only the product description provided by INTEGRA Metering in the order confirmation shall be deemed to have been agreed upon as the quality of the delivered item. Public statements, promotional claims, or advertisements do not constitute a contractual specification of the quality of the delivered item.

11. INTEGRA Metering does not provide the customer with any warranties in the legal sense. Third-party manufacturer warranties remain unaffected by this provision.

12. The provisions set forth above regarding the warranty for material defects shall apply mutatis mutandis to the warranty for legal defects.

1. INTEGRA Metering shall be liable for damages not incurred to the delivered item—regardless of the legal basis—only in cases of willful misconduct, gross negligence on the part of its officers or executives, culpable injury to life, bodily injury, or harm to health; in the case of defects that have been fraudulently concealed or for which INTEGRA Metering has guaranteed their absence; and in the case of defects in the delivered item, to the extent that liability exists under the Product Liability Act for personal injury or property damage to items used for private purposes. In the event of a culpable breach of material contractual obligations, INTEGRA Metering shall also be liable in cases of gross negligence on the part of non-executive employees and in cases of slight negligence; in the latter case, liability is limited to the average direct damage typical for the contract and reasonably foreseeable. INTEGRA Metering shall not be liable for a breach of immaterial contractual obligations due to slight negligence. Further claims are excluded.

2. The customer’s claims for damages due to a defect are subject to a one-year statute of limitations beginning on the date of delivery of the goods. This does not apply if INTEGRA Metering can be accused of fraud.

1. To the extent that software is included in the scope of delivery, the purchaser is granted a non-exclusive right to use the delivered software, including its documentation. It is provided for use on the specific item of delivery for which it is intended. Use of the software on more than one system is prohibited. The customer may reproduce, modify, translate, or convert the software from object code to source code only to the extent permitted by law (Sections 69a et seq. of the German Copyright Act (UrhG)). The customer agrees not to remove or alter the manufacturer’s information—in particular, copyright notices—without the prior, express consent of INTEGRA Metering. All other rights to the software and documentation, including copies, remain with INTEGRA Metering or the software supplier. The granting of sublicenses is not permitted.

1. INTEGRA Metering is not obligated to accept returns of goods ordered incorrectly or in excess by the customer. If such goods are accepted as a gesture of goodwill, INTEGRA Metering will charge a processing fee of 30 percent of the sales price, provided the returned goods are undamaged and in their original packaging—that is, they have not been used. If the returned goods are damaged or used, their current value will be determined and refunded to the customer. If the customer does not agree with the refund amount, the customer is free to pick up the goods or have them picked up in exchange for canceling the refund.

2. Refunds for measuring stations consisting of multiple items and purchased under special terms will be issued only in accordance with those terms and after deducting a 20 percent processing fee.

3. Special-order items generally cannot be returned.

1. All rights arising from our contractual relationship may be assigned to third parties only with our prior written consent. This applies both to individual rights under the contract and to the contractual relationship as a whole. However, INTEGRA Metering GmbH has the right to have deliveries made directly by INTEGRA Metering AG, Therwil.

1. All legal relationships between INTEGRA Metering and the purchaser shall be governed exclusively by the laws of the Federal Republic of Germany applicable to legal relationships between domestic parties. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

2. The place of jurisdiction is Bremen, including for proceedings involving documents, bills of exchange, and checks, if the customer is a registered merchant, a legal entity under public law, or a special fund under public law. However, INTEGRA Metering is also entitled to file a lawsuit at the customer’s place of business.