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[Order] - CIRCUIT DESIGN,INC.

General terms and conditions of contract

1. Scope of use

1.1 The following general terms of contract in its at the moment of the order valid formulation shall be effective for any actual and future commercial relation between Circuit Design and the orderer (customer or entrepreneur in the sense of the following defenition). Deviating conditions of the orderer shall not be binding for Circuit Design unless and in so far Circuit Design has agreed explicitly in writing with these conditions. The orderer agrees by his order with the effective inclusion of these general terms and conditions in the sales contract with Circuit Design.

1.2 A Consumer is any natural person who enters into a transaction for a purpose that is neither attributable to his or her business nor self-employed professional activity (§ 13 BGB).

An Entrepreneur is a natural or legal person or a partnership having legal capacity, that enters into a transaction as a self-employed trader, businessman or professional person (§ 14 BGB).

Customers in the meaning of this general terms and conditions are consumers and entrepreneurs alike.

1.3 Any reference to the applicability of statutory provisions is just declaratory. Even without such a declaration statutory provisions are applicable, as far as they are not contracted out by these general terms and conditions.

2. Conclusion of contract and withdrawal

2.1 The order of the orderer at Circuit Design is a binding offer to the completion of a corresponding contract of sale. Circuit Design obliges herself to accept without delay the order of the orderer under the valid terms and conditions of Circuit Design as far as the ordered goods are still deliverable at the specified price for Circuit Design. The acceptance by Circuit Design does not need to be confirmed in writing and shall be done at latest by making the ordered goods available for delivery at the stock of Circuit Design. In the case the ordered goods are not available for Circuit Design, Circuit Design shall be obliged to inform the orderer immediately of the non-availability and shall reimburse the performances which have been already fulfilled by the orderer to Circuit Design.

2.2 Obvious misprints, spelling mistakes or arithmetical errors on any product descriptions by Circuit Design entitle Circuit Design to refuse the acceptance of the offer or to withdraw from a respective contract. The offers by Circuit Design are without engagement and without obligation. This is also applicable to the prices as set forth in any catalogue or on the web-site.

2.3 Circuit Design reserves the right to withdraw from the contract in case the orderer has only a bad credit rating that endangers Circuit Design's claim on the purchase price. The orderer's credit rating may be checked by Circuit Design even after a written confirmation of the order.

2.4 Circuit Design will immediately give a written confirmation on the entry of any order given by the use of electronic means (e.g. e-mail). This confirmation constitutes no binding declaration of acceptance. The confirmation of entry may be connected with a declaration of acceptance. In cases of orders given by the use of electronic means, Circuit Design will save the text of the order and mail it back together with the general terms and conditions on request of the orderer.

3. Delivery

3.1 If not agreed otherwise the delivery of the ordered goods, respectively goods equal in kind and quality, shall be performed ex stock to the delivery address named by the customer.

3.2 Circuit Design is entitled to partial delivery or part performance of the order. Place of performance for any delivery is the place of loading, even if the freight is prepaid.

3.3 Is the orderer an entrepreneur, the risk of accidental loss, destruction or deterioration passes to the orderer on delivery of the goods. In cases of sale by delivery to a place other than the place of performance at the request of the orderer the risk of accidental loss, destruction or deterioration passes to the orderer on delivery of the goods to the forwarder, the carrier or any other person or institution being entrusted with the performance of the delivery.

3.4 Is the orderer a consumer, the risk of accidental loss, destruction or deterioration passes to the orderer only on transfer of the goods, even in cases of sale by delivery to a place other than the place of performance at the request of the orderer.

3.5 Default of acceptance by the orderer has equal consequences as the delivery of the goods.

4. Date of payment, payment, delay

The purchase price becomes due to pay immediately with the order. The orderer may pay the purchase price per credit card, direct debiting or on invoice. A demand for payment substantiating the delay in payment can also be made in form of an electronically transmitted e-mail. Even without a demand for payment the orderer will fall in delay with payment, if the orderer does not make payment in full within 30 days after receipt of the invoice. If the customer falls in delay with payment, Circuit Design shall be entitled to claim a default interest p.a. amounting to 8 %-points above the basic interest rate of the European Central Bank, as far as the orderer is an entrepreneur, or 5 %-points above the basic interest rate of the European Central Bank, as far as the orderer is a consumer, in both cases unless the orderer substantiates that a damage caused by delay did not occur at all or only substantially lower than the flat charge. If a higher provable damage occurs to Circuit Design by the delay of payment, Circuit Design shall be entitled to claim this actual damage occurred.

5. Set-off, right of retention, cession

The orderer can set off with claims made by Circuit Design only if his counter claim is finally and absolutely stated by court or accepted by Circuit Design. The orderer is entitled to carry out his right of retention only and in so far as his counter claim is based on the same contractual relation. Cession of any claim requires Circuit Design's prior written consent.

6. Reservation of proprietary rights

6.1 The delivered goods remain within the ownership of Circuit Design until to the complete discharge of all claims and objections existing against the orderer, as far as the orderer is an entrepreneur. As far as the orderer is a consumer Circuit Design retains the property in the delivered goods until full payment of the individual contract claim against the orderer.

6.2 Goods under reservation of title must not be pledged as security for a debt or be assigned by way of security before full payment on the secured claim. In case of creditors' attachment on goods under reservation of title the orderer is obliged to immediately inform Circuit Design by registered letter.

6.3 Circuit Design is entitled, in any case of breach of contract by the orderer, particularly failure of payment, to withdraw from the contract and demand the return of the sold goods by reason of the reservation of title and the withdrawal. In case of failure of payment Circuit Design has to give the orderer a time limit for payment first - as far as this is not dispensed by statute.

6.4 In case the orderer is an entrepreneur, he is obliged to insure all goods received under the reservation of proprietary rights against the usual risks to an approriate amount and to store the goods separately or to mark them precisely. Possible claims against the insurance company will be assigned to Circuit Design in the amount of the value of the goods received under the reservation of proprietary rights. Circuit Design accepts the cession. Sale and consumption, as well as processing, connection and confusion of goods by the orderer may only occur in the ordinary course of business and only as long as the orderer fulfills his obligations on payment and Circuit Design does not revoke this permission.

6.5 In case of processing, confusion, connection or consumption of goods received under the reservation of proprietary rights the orderer already now passes property or co-ownership of the new emerging goods to Circuit Design in order to secure Circuit Design's claims on payment. Circuit Design is considered as the producer. The orderer agrees to hold the goods in custody for Circuit Design free of charge. In order to secure the claim on payment the orderer even now assigns all claims resulting out of processing, confusion, connection or consumption of goods received under the reservation of proprietary rights or of equitable lien that substitutes the goods received under the reservation of proprietary rights up to the amount of the balance of the claim on the purchase price plus 20 % together with all ancillary rights. Circuit Design accepts the cession. In case of the selling of goods co-owned by Circuit Design the assignment is reduced on the first-rate part of the claim that corresponds to the co-owner's share of Circuit Design. Circuit Design and the orderer are equally authorized to perform the collection of the payment claim, whereas Circuit Design commits herself not to collect the payment claim as long as the orderer fulfills his or her obligation on payment to Circuit Design, does not fall into delay with payment and no application for an insolvency proceeding is filed. In such cases Circuit Design is authorized to claim the disclosure of assigned claims and their debtors and all relevant informations for the collection of the claims, the handing over of the supporting documents and the notification of the assignment to the debtor.

6.6 Should the value of the securities given to Circuit Design by the foregoing paragraphs pass the amount of the payment claim to secured by more than 20 %, the least valuable securities will be reduced or released without further request.

7. Liability for defects

7.1 Only such product descriptions that were given to the orderer by Circuit Design before the order was given or that were introduced into the contract in the same way as these general terms and conditions, shall be considered as an agreement on the condition of the goods.

7.2 As far as the condition of the goods was not agreed upon, in case the orderer is an entrepreneur Circuit Design will not be liable for public statements of a third party, especially the producer. Also liability for incorrect assembly instructions is excluded in this case.

7.3 The orderer is obliged to examine and control the goods and the packaging immediately when delivered. Every obvious defect, the delivery of incorrect amounts or aliuds have to be notified in writing immediately with reference to the respective delivery and invoice. The dispatch date of the notification is decisive for the observance of the time limit. Non-obvious defects have to be notified in writing immediately after their discovery, latest within two years since the delivery of the goods in case of the orderer being a consumer, latest within one year since the delivery of the goods in case of the orderer being an entrepreneur.

7.4 Is the orderer a consumer, in the case of a defect of the delivered goods the orderer shall be entitled of his own choice to ask for rectification of defects or for substitute delivery. If the orderer fails to take the choice, Circuit Design may set an appropriate time limit to do so. With termination of the time limit the right of choice will fall to Circuit Design. Is the orderer an entrepreneur, Circuit Design has the right of choice right from the beginning. Circuit Design shall pay the necessary costs for the rectification of defects or substitute delivery, particularly costs of transport, labour and material.

7.5 The orderer shall be entitled of his own choice to withdraw from the purchase contract or claim for a corresponding purchase price reduction in the event that Circuit Design is not willing or is incapable of rectification of defects/substitute delivery or if this decelerates more than a reasonable period of time for reasons which were caused by Circuit Design intentionally or negligently or if the rectification of defects/substitute delivery fails. If there is just a minor defect the right to withdraw from the contract shall not be given. With declaration of the withdrawal or the price reduction the orderer's claim on delivery of faultless goods is cancelled.

7.6 In case of electronical and electromechanical goods the warranty is cancelled with installation, performance of any kind of changings with the goods, use contrary to its technical characterization and sending back without proper packaging. Circuit Design assumes no warranty for the merchantability of the goods for the special purposes of the orderer. Circuit Design shall not be liable for the fact that disposal and use of the goods is in accordance with given statutes.

7.7 Additional claims of the orderer - no matter for which reason - shall be excluded, unless otherwise stated in the following. Circuit Design shall not be liable for any damages, which did not occur to the purchased good itself; in particular Circuit Design shall not be liable for any loss of profit or any other damage to the assets of the orderer. So far as the liability of Circuit Design is excluded, this shall be valid also for the personal liability of employees, representatives and any vicarious agent of Circuit Design.

7.8 In case Circuit Design negligently violates an essential contractual duty, her obligation to pay damages is limited to the typically, predictably arising direct damage on average. This is also valid in case of negligent violation of duties by statutory representatives and any vicarious agent of Circuit Design.

7.9 Above stated retainer of liability shall not be applicable, so far as the cause of damage was set intentionally or with gross negligence or in case Circuit Design has given a guarantee. It shall not be applicable for damage claims of the orderer on grounds of any violation of life, body or health. It is furthermore invalid as far as the orderer claims for damages on the grounds of §§ 1, 4 Product Liability Statute (Produkthaftungsgesetz).

7.10 In case of a violation of contractual duties that is not based on a defect of the goods the orderer shall - even if the other statutory requirements were given- only then be entitled to rescission, if Circuit Design is liable for the violation and the violation is not just irrelevant.

8. Limitation

8.1 The limitation period for claims of a consumer based on defects of new goods is two years starting with the delivery of the goods, in case of used goods one year starting with the delivery of the goods.

8.2 In derogation of paragraph 8.1 the statutory limitation period for claims based on defects is applicable, in cases of fraudulent concealment of a defect or giving of a guarantee on the condition of the goods by Circuit Design, for recourse claims of the orderer within a chain of delivery, for damages for violation of life, body or health, for other damages for intentional or grossly negligent breach of duty, for claims based on the Product Liablility Statute (Produkthaftungsgesetz) and for claims for breach of other substantial duties of contract.

8.3 All claims and rights of the orderer that are not stated in paragraph 8.1 and 8.2 are subject to a limitation period of one year starting with the delivery of the goods. If there was no delivery, the limitation period shall begin with the end of the year, in which the claim arose. Any shorter limitation periods have priority.

9. Export control

All goods delivered by Circuit Design are determined to stay within the country agreed upon with the orderer as country of delivery. The orderer knows that the reexportation of goods falls under the Foreign Trade and Payments Law of the Federal Republic of Germany respectively of the country of origin and might be subject to permission. It is the obligation of the orderer to gather the relevant informations on these statutes and if so apply for pertinent permissions. Further the orderer commits himself to bind every recipient of Circuit Design products or technical informations in the same way and to inform about the necessity of the compliance with the relevant statutes.

10. Right of returns

10.1 The orderer shall be entitled to withdraw from the contract within two weeks after receipt of the goods without any statement of reasons, as far as the contract was entered into solely under the use of electronic means of communication. To comply with the time limit it shall be sufficient to dispatch a written revocation of the order to the following adress:

Circuit Design GmbH
Schleißheimer Straße 263

80809 München

10.2 The return of the goods is only permitted, when consented in writing by Circuit Design in advance. In this case Circuit Design will give a certain number for the return. The orderer has to enclose an RMA order signed by Circuit Design that contains a detailed description of defects.

10.3 Is the orderer an entrepreneur, the risk of accidental loss, destruction or deterioration passes to Circuit Design only on acceptance of the back sent goods at the respective stock of Circuit Design. In case of rescission from the contract and the taking back of the goods Circuit Design is entitled to full reimbursement of expenses as e.g. for transport and packaging.

10.4 Is the orderer a consumer, Circuit Design carries the risk of accidental loss, destruction or deterioration and the expenses for the return.

10.5 In case of substantial deterioration, e.g. consumption, pollution, destruction, Circuit Design explicitely reserves the right to claim adequate compensation. Even the value of the transferal for use until the sending back might be paid in contingency. This may mean an obligation of the orderer to pay the full price of the goods. This also applies in cases of loss.

11. Data security

Within the business relation between Circuit Design and the orderer personal related data is saved by Circuit Design only for purposes of order processing. Circuit Design will only use these data within this business relation and the orderer explicitly agrees with this consuming and utilization of personal data.

12. Complaints of the orderer

The orderer may bring complaints or objections to the notice of Circuit Design under the following adress, which shall be valid for summons also:

Circuit Design GmbH
Represented by the Managing Director
Schleißheimer Straße 263

80809 München

13. Applicable law and jurisdiction

Applicable law on all business relations between Circuit Design and the orderer shall be German law under exception of the UN-Convention of international sales of goods (CISG). Requirements and effects of the reservation of proprietory rights come under the lex rei sitae, as far as the choice of German law is ineffective or inadmissible. Exclusive jurisdiction for all objections in connection with any commercial relation shall have the courts in Munich, provided that the customer is not a merchant within the meaning of the German Handelsgesetzbuch or a legal person under public law or does not have general jurisdiction in the Federal Republic of Germany. Circuit Design may also sue the customer at the orderer place of general jurisdiction.

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