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General Terms and Conditions of DREWAG (DREWAG as Buyer)

General Terms and Conditions of DREWAG (DREWAG as Seller)

General Terms and Conditions of DREWAG Stadtwerke Dresden GmbH for Supplies and Services
(DREWAG as Buyer)

Article 1 Content of Contract

(1)The following terms and conditions shall apply to all supplies and services provided to
DREWAG - Stadtwerke Dresden GmbH (referred to hereinafter as "DREWAG").

Supplies and services in the sense of the present General Terms and Conditions shall in particular be

- the installation of equipment and facilities
- other construction work
- other services, such as maintenance and repair work, servicing and cleaning work.
- the sale of materials and other goods
- other offers

(2)The terms of a Seller's contract and any amendment or additiont to any part of such contract shall not be valid unless acknowledged in written form by DREWAG.

Article 2 Conclusion of Contract

(1)Only orrders that have been signed by two authorized representatives of the Buyer shall be binding. Any arrangement made verbally or by telephone shall be of no effect unless confirmed in written form.

(2)The order shall be confirmed by the Seller within 10 days of the date it is placed.

Article 3 Performance of Contract, Compliance with Workforce Safety Regulations

(1) The Seller shall essentially perform its contractual obligations by means of its own company and its own qualified staff in compliance with all applicable legal provisions.

(2) The Seller shall not transfer or assign its rights and duties to any third party (subcontractor) except with the prior written consent of DREWAG.

Article 4 Acceptance

(1) The Seller shall require the item delivered and the work ordered to be duly accepted by DREWAG and shall ensure that this is possible. Should this call for the involvement of the public authorities, the Seller shall make sure the conditions necessary for said purpose actually prevail. Acceptance shall be in written form.

(2) The costs of acceptance shall be borne by the Seller unless otherwise agreed.

(3) In the event of force majeure and strike, lockout, operational breakdown and any other event beyond DREWAG’scontrol, DREWAG shall have the right to defer acceptance without any claim arising on the part of the Seller.

Article 5 Shipment and Delivery of Goods

(1) Each consignment, including partial consignments, shall be accompanied by a delivery note (if appropriate, with a weight slip), stating the order number.

(2) The goods shall only be delivered on working days, from 07.00 h to 14.30 h Monday to Thursday and from 07.00 h to 14.30 h on Friday, unless otherwise agreed.

(3) The goods shall be delivered to those places designated by DREWAG. If the goods are not delivered to DREWAG premises, the invoice shall be accompanied by a delivery note receipted by the consignee and stating the order number and the place of delivery.

(4) Any expenses and damages incurred by DREWAG due to the Seller‘s infringement of the provisions of subparagraphs (1) to (3) shall be borne by the Seller.

Article 6 Performance

The Seller shall not be deemed to have fulfilled the contract until the delivery or service has been received in full by DREWAG or at the agreed location and accepted as faultless by DREWAG. Taking delivery does not in itself constitute acceptance.

Article 7 Documents and Material provided by DREWAG

(1) The Seller undertakes to keep with due care the material handed over for processing or the items, documents, models, drawings, samples etc. handed over for use, and to insure them all at its own expense against the risks of fire, theft and other damage.

(2) The material provided by DREWAG shall remain the property of DREWAG, even if it is incorporated into the items to be supplied or combined with other material. The processing or transformation of material provided by DREWAG shall be carried out for DREWAG as the manufacturer in accordance with section 950 BGB (German Civil Code). Should this conflict with any imperative provision of the law, DREWAG shall acquire ownership of the principal item. The Seller shall hold the processed items for DREWAG in safe custody free of charge. In the event of accidental perishing or accidental damage to any material provided, the Seller shall not be entitled to compensation for any expenses incurred for handling and processing.

(3) Any documents, models, drawings and samples provided shall remain the property of DREWAG and shall be returned to DREWAG free of charge immediately after delivery of the ordered items. Any reproduction, modification or disclosure thereof to a third party without the written consent of DREWAG shall be inadmissible and entitle DREWAG to claim for damages. Products made on the basis of such documents shall only be supplied to DREWAG and not to any third party.

Article 8 Prices

(1) The prices of the deliveries shall be fixed and not subject to alteration. They shall include all ancillary costs, such as insurance and freight charges, delivery fees, costs of unloading and packaging costs, customs duties, fees and other duties, with the exception of VAT.

(2) The Seller shall pay full freight and insurance charges when the goods are shipped. DREWAG shall credit itself with the amount agreed for packaging material which is returned.

Article 9 Invoices

(1) Invoices shall not be enclosed with the consignment, but shall be submitted separately for each order immediately after delivery, stating the order, delivery note and material numbers and with a description of the service provided.

(2) Invoices for partial and final payments shall be identified clearly as such. VAT shall be shown separately on the invoices.

(3) For time work, the time sheets checked by DREWAG shall be enclosed with the invoice, as shall the certificates of acceptance for accepted supplies and services.

Article 10 Terms of Payment

The invoices shall be paid at DREWAG’s choice

within 14 days less 3 % cash discount or

within 30 days without discount

unless otherwise agreed. The term of payment shall commence on the first day after the invoice has been received; if the invoice is received before the goods have been delivered or the service rendered, the term shall commence after the date of delivery or of performance of the service, but not before acceptance.

Article 11 Amount of Payment, Mode of Payment, Set-off, Assignment of Claims (1) The amount of the payment which is due to the Seller shall be based on the quantity of goods determined upon receipt at the business premises of DREWAG or the services ascertained and accepted by DREWAG at its business premises.

(2) Partial payments shall not be made unless on the basis of a special agreement. If there is no such applicable agreement, payment shall become due upon performance (§ 6).

(3) DREWAG shall be deemed to have fulfilled its duty to pay

a) in the case of a post office giro transfer on the date of the post office giro office stamp or of the stamp of the receiving post office;
b) in the case of a bank transfer, on the date on which the bank or the cash office instructed by DREWAG remits the transfer order to the financial institution of the Seller;
c) in the case of delivery of means of payment (cash or cheque), on the date of delivery or remittance.

(4) The Seller shall not be entitled to offset payments except on the basis of uncontested or judicially recognized claims.

(5) It shall only be possible to assign any claim against DREWAG with the prior consent thereof. This shall not apply to such claims that are subject to extended reservation of title.

Article 12 Default, Contractual Penalty

(1) Should the Seller be unable to adhere to the agreed times of delivery and performance of service, DREWAG shall be informed immediately.

(2) Upon the expiry of the delivery or performance deadline, the Seller shall be in default without further reminder, unless an extension has been agreed upon in written form or a case of force majeure has arisen. The Seller shall only be entitled to plead such a case if it gave immediate notification of the force majeure to DREWAG.

(3) The Seller shall be liable for any damage resulting from the default. Without prejudice to its claims for damages, DREWAG shall be entitled to withdraw from the contract without bearing liability for compensation or indemnification, if the reasonable period of time granted as extension has lapsed fruitlessly and to have a third party perform the delivery and service. Any additional costs hereby incurred shall be borne by the Seller.

(4) Without prejudice to any other rights, DREWAG shall be entitled to claim or to withhold from a credit balance of the Seller a contractual penalty of 1%, but no more than a total of 5 % of the total value of the order, for each new week of the delay in delivery or performance when deadlines or time limits are exceeded. DREWAG shall not be required to provide evidence of damage or to prove that the Seller has caused such an overstep on deadline or time limit through its own fault. DREWAG shall be entitled to claim the penalty as well as the performance.

Article 13 Risk of Loss

The Seller shall bear the risk of transport. In the event of loss or deterioration of the goods to be supplied, the Seller shall immediately provide replacement irrespective of the cause of damage or loss.

Article 14 Warranty

(1) The Seller shall warrant faultless material, good, proper, flawless and perfect workmanship and functional design and arrangement of all supplies and services in accordance with the state-of-the-art and the relevant provisions laid down by the authorities and trade associations. This shall also apply to all supplies and services that are performed for the Seller by a third party.

(2) The Seller shall notify DREWAG of any objection to be lodged to the specification, drawings or any other DREWAG document that is part of the order before starting to execute the order. The consent of DREWAG to the drawings, calculations and other technical documents of the supplier shall not affect the warranty obligations of the Seller nor any possible claims for damages.

(3) Unless otherwise agreed, the guarantee period shall be at least one year following the date of acceptance of the goods delivered or the service performed. The period of warranty for all construction work shall be 5 years following the date of full acceptance by DREWAG.

(4) Should any defect arise that is due to poor or inferior quality or unsuitable material, defective design or arrangement or improper manufacturing, the Seller shall eliminate such defect or provide replacement at its own expense at DREWAG’s request within a reasonable period of time set by DREWAG. Should it not be possible to fully eliminate such defect, DREWAG shall be entitled to demand a new delivery or service without incurring any additional costs.

(5) After the time limit set has expired fruitlessly (subparagraph 4) or in the event of refusal on the part of the Seller, DREWAG shall be entitled to have the defects removed or a replacement provided elsewhere at the expense of the Seller.

(6) The acceptance of the goods delivered or the services performed or the payment of the invoiced amount shall not relieve the Seller from any obligation of guarantee.

(7) The guarantee shall also extend to all replacements supplied with the delivered goods or performed services or supplied subsequently due to defects, as well as the replacements ordered from or processed by the Seller. The period of guarantee for such replacements shall commence as from the date of their delivery or performance (Article 6).

(8) In any other respect, any furtherreaching statutory warranty claims on the part of DREWAG due to faulty delivery or performance shall remain unaffected.

Article 15 Notice of Defects

Any defect shall be notified to the Seller within a reasonable period of time after discovery.

Article 16 Safety Regulations

(1) All supplies and services shall be performed in compliance with the valid safety regulations and regulations applicable for the prevention of accidents as well as all generally accepted rules of good engineering practice. The necessary safety regulations and operating instructions shall be supplied unsolicited to DREWAG.

(2) While executing delivery and performing services, the Seller shall assume full responsibility for observing the safety regulations and regulations for the prevention of accidents.

(3) The Seller shall be liable to DREWAG for any damage caused by noncompliance with the obligations set forth in subparagraphs (1) and (2).

Article 17 Liability for Damages

(1) The Seller shall be liable for any damage that is incurred by DREWAG, its employees or a third party due to the execution of delivery or performance of services or occasioned by the equipment, regardless of whether such damage has been caused by the Seller or the agents thereof.

(2) The Seller shall indemnify DREWAG and its staff members from any third party claim at its own expense within the scope of its liability.

(3) The Seller shall not be permitted to invoke section 831, subsection 1, sentence 2 BGB (German Civil Code) against DREWAG.

(4) The Seller shall be liable for ensuring that no patents or other third party property rights are infringed by the use of the items delivered. It shall discharge DREWAG from any claim lodged against it for the infringement of a domestic or foreign industrial property right.

(5) The Seller shall discharge DREWAG from any third party claim that has arisen from faulty delivery of electricity, gas or water if such damage is due to flaws in design or production on the part of the Seller and/or the failure thereof to comply with its control or product monitoring duty. Subject to the same condition, the Seller shall also be liable for damages incurred by DREWAG as a result of necessary and in nature and extent reasonable precautionary measures taken against any recourse to product liability (e.g. public warnings or recalls).

Article 18 Statute of Limitations

(1) Unless otherwise agreed in written form, the statutory periods of limitation shall apply.

(2) If negotations on contested claims of DREWAG are in progress between the contracting parties, the running of the period of limitations shall be suspended until one of the parties to the contract definitively refuses to continue negotiations.

(3) During the guarantee period, the running of the period of limitations in respect of all contractual and statutory warranty claims shall be suspended.

Article 19 Place of Performance and Jurisdiction

(1) The place of performance for supplies and services shall be Dresden or the place of delivery specified by DREWAG.

(2) The place of jurisdiction for both contracting parties shall be Dresden.

(3) The laws of the Federal Republic of Germany shall prevail and shall supplement the provisions of the contract.

Article 20 Binding Force of Contract

(1) The invalidity of any individual provision in the contract shall not affect the binding force of the remaining parts of the contract.

(2) Any alterations and supplements to the contract shall be written in order to be effective.

The data required to set forth the contract shall be saved and processed centrally.

General Terms and Conditions of DREWAG Stadtwerke Dresden GmbH for Supplies and Services
(DREWAG as Seller)

Article 1 General Terms and Conditions

(1) The following Terms and Conditions shall apply to all supplies and services provided by DREWAG - Stadtwerke Dresden GmbH (referred to hereinafter as "Seller").

The supplies and services in the sense of the present General Terms and Conditions shall be in particular

- the installation of equipment and facilities
- other construction work
- other services, such as maintenance and repairs, servicing and cleaning and suchlike
- the sale of materials and other commodities
- other offers

The present General Terms and Conditions shall not apply to the supply of electricity, gas, district heating and water.

(2) The terms of a Buyer’s contract and any amendment of or addition to any part of such contract shall not be valid unless acknowledged in written form by DREWAG.

(3) The services or supplies actually contracted shall be expressly worded in the offers. It shall be possible to adjust any provisions laid down by the present General Terms and Conditions which are not relevant in order to suit specific requirements and to then integrate them in another form into the offers.

Article 2 Conclusion of Contract, Documents of Implementation

(1) Only offers that have been signed by two authorized representatives of the Seller shall be binding. Any arrangement made verbally or by telephone shall be of no effect unless confirmed in written form.

(2) Unless otherwise stipulated, the Seller shall be committed to the offer for 3 (three) months after its date of issue.

(3) The documents that are part of the offers, such as cost estimates, illustrations and drawings shall only constitute approximate values and shall only apply as such, unless they have been explicitly designated as binding.

(4) The Seller shall retain ownership of and copyright to all documents. Third-party access to them shall only be possible subject to specific contractual agreement.

(5) Documents, models, drawings and samples shall be returned upon request to the Seller after the order has been carried out or immediately in the event the order was not placed with the Seller. If a contractual offer is rejected, it shall be returned to the Seller together with all attachments and enclosures. Copies and amendments shall be prohibited without the written consent of the Seller and shall constitute a right to claim for damages.

Article 3 Performance of Contract

(1) The Seller shall provide all its services by way of its own suitable personnel or by appointed subcontractors. Unless a fixed price has been negotiated, if subcontractors are used, the Seller shall be entitled to bill the costs it incurs for the commercial and technical fulfillment of the order on the basis of its surcharge rates.

(2) If a number of companies are engaged at one place of performance, said involvement shall be coordinated by the responsible party of the Buyer.

(3) Unless otherwise negotiated, the periods of time contracted shall start to run from the date the contract has been signed, yet not before all details relating to performance have been clarified and all requirements to be met by the Buyer have been satisfied, in particular in respect of the documents to be drawn up by the Buyer or the documents to be procured.

(4) The periods of time negotiated shall be extended accordingly – even in case of default – upon the occurrence of force majeure and all unforeseeable impediments arising after the contract has been signed that are not the responsibility of the Seller, by the length of time incurred by said impediment. This shall also apply in the event of such circumstances with a supplier/ subcontractor of the Seller. Said circumstances shall include measures involved by currency and trade policies, strikes and lockout, acts of public authorities or market-related difficulties in procuring material and commodities. The Buyer shall be notified as soon as possible of the beginning and end as well as the nature of such impediments. In such cases, any claims for damages shall be ruled out.

Article 4 Warranty, Liability

The Seller shall be liable for defects including the absence of warranted qualities as follows:

(1) All parts or services shall be either remedied free of charge, redelivered or provided anew, as the Seller chooses, which have become unusable or the useful life of which has become impaired within a period of two years from the passing of risk, irrespective of the length of operation, as a result of circumstances prior to the passing of risk, in particular due to a faulty design, poor material or poor workmanship. The Seller shall be notified in writing immediately such defects are discovered. Any warranty for material delivered or specified by the Buyer shall be ruled out.

(2) The Buyer shall satisfy all obligations derived from the contract, in particular the agreed terms of payment. If a notice of defect is asserted, the Buyer shall be entitled to retain payment to the extent proportionate to the defect established. Nevertheless, if the contract relates to the Buyer’s own business operations, the Buyer shall only be entitled to withhold payment if a notice of defect is asserted that is justified without any shadow of a doubt.

(3) The Buyer shall be free to grant the Seller the time and the opportunity to eliminate the defect. If the Buyer refuses to do so, the Seller shall be discharged from any liability for said defect.

(4) If the Seller fails to remedy the defect within the period of time granted and if the Buyer has rejected any remedy after the expiry of said period of time, the Buyer shall be entitled to rescind the contract or to reduce payment (of the purchase price).

(5) In all cases, the right of the Buyer to assert claims derived from defects shall become statute-barred one year after the objection was lodged. In the event it is impossible to reach agreement during this period, the Buyer and Seller shall be entitled to extend said period of limitation.

(6) Liability for defects shall not relate to natural wear and tear generated after the passing of risk as a result of defective or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable construction ground and such chemical, electrochemical or electrical impacts that are not presumed to exist under the provisions of the contract.

(7) No liability shall be borne whatsoever for the consequences of any unprofessional modifications and repairs undertaken by the Buyer or by third parties.

(8) The period of warranty shall be 3 (three) months for remedies, 6 (six) months for replacement deliveries or replacement services. The period of warranty shall run at least up until the original period of warranty for the commodity delivered has expired. The period of warranty shall be extended by the length of time taken up by interruptions to operations caused by the need for rectification, replacement deliveries or replacement services, in respect of those parts that cannot be properly operated owing to said interruption.

(9) The provisions governing warranty periods in article 4 (1), (5) and (8) shall not apply if the law stipulates longer periods as mandatory or if the application of the VOB [German regulations for contracts and the execution of construction works] has been agreed upon.

(10)Any other claims on the part of the Buyer in respect of the Seller and the vicarious agents thereof shall be ruled out, in particular any claim for damages that did not occur on the delivered commodity itself. This shall not apply if liability is mandatory in cases, for example, of personal injury or damage to privately used items subject to the Product Liability Act or in cases of willful intent, gross negligence or the absence of warranted qualities.

(11)Article 4 (1) to (10) shall apply accordingly to claims of the Buyer for remedy, replacement delivery or damages that have been generated by proposals or advice given subject to the contract or by any infringement of contractual subsidiary duties.

(12)Liability shall be subject to the provisions agreed upon in the present General Terms and Conditions. In all other instances, claims for damages, on whatever legal grounds, shall be ruled out, except in cases of evidence of the Seller’s willful intent or gross negligence or where damages result from the infringement of substantial contractual duties. The Seller shall not be liable for any loss of production or profit.

Article 5 Passing of Risk, Retention of Title to Ownership

(1) Unless otherwise agreed upon, the ownership and the risks shall be passed to the Buyer upon acceptance of the supplies or service contracted.

(2) The Seller shall retain title to ownership of all deliveries until all the claims to which the Seller is entitled from the business relationship have been satisfied. Before title to the items delivered has passed to the Buyer, any sale thereof, pledging or transfer thereof by way of security shall be prohibited.

(3) The above regulations shall not apply to any items delivered which remain the property of the Seller.

Article 6 Prices

All prices shall be net prices. The respective sales tax laid down by the law shall be added to all invoice amounts derived from the contracts, with the exception of the flat charges for dunning, subsequent collection and interest on arrears.

Article 7 Terms of Payment, Default

(1) Invoices shall be due for payment without any deductions within 14 days. It shall be possible to lengthen the contracted deadline for payment to 30 days at the most.

(2) If conditions of payment fail to be complied with or if facts become known that give reason to doubt the creditworthiness of the Buyer, all claims for payment shall become due for payment immediately. In such cases, deliveries and services shall only be provided against cash in advance or against the furnishing of security. Upon the lapse of the payment deadline, the Buyer shall be deemed to be in default without any further reminder.

(3) The Seller shall be further entitled to bill the following dunning charges:

2. reminder:	3.00 Ђ
3. reminder:	5.00 Ђ

(4) The Buyer shall only be entitled to offset payments against claims that have been acknowledged or judicially recognized.

Article 8 Place of Performance and Jurisdiction

(1) The place of performance for the provision of supplies and services shall be the registered office of the Seller.

(2) The place of jurisdiction for both contracting parties shall be Dresden.

(3) The laws of the Federal Republic of Germany shall prevail and shall supplement the provisions of the contract between the parties.

Article 9 Binding Force of Contract

(1) The invalidity of any individual provision of the contract shall not affect the binding force of the remaining parts of the contract.

(2) Any amendments and additions to the contract shall require the written form to be effective.

The data required to set forth the contract shall be saved and processed centrally.