General terms and conditions

01 | SCOPE

The following General Terms and Conditions are an integral part of all contracts of ARCUS Greencycling Technologies GmbH for the delivery of goods and the provision of services and work performances and namely for all present and future contractual relationships. General terms and conditions of the customer are only valid insofar as ARCUS Greencycling Technologies GmbH has expressly agreed to them in writing or in electronic form (§ 126 a BGB). Silence of ARCUS Greencycling Technologies GmbH on sent general terms and conditions of the customer is not considered as consent.

02 | CONCLUSION OF CONTRACT

All offers of ARCUS Greencycling Technologies GmbH are subject to change and are valid for 6 months, unless otherwise agreed. Technical changes remain reserved, as far as reasonable for the customer. ARCUS Greencycling Technologies GmbH is only bound to the offers if they are expressly designated as binding. Otherwise they are considered as an invitation to submit offers. In such cases, a written confirmation of the order by ARCUS Greencycling Technologies GmbH is required for the conclusion of a contract.
The customer is bound to his orders for two weeks. ARCUS Greencycling Technologies GmbH can accept contract offers of the customer within two weeks after receipt of the order either in writing or by delivery of the goods or provision of the service or creation of the work.
Each conclusion of the contract is subject to the correct and timely delivery by suppliers of ARCUS Greencycling Technologies GmbH, unless ARCUS Greencycling Technologies GmbH itself is responsible for the non-delivery or incomplete delivery. ARCUS Greencycling Technologies GmbH undertakes to inform the customer immediately if the delivery does not take place on time and to reimburse any consideration already paid by the customer to the extent that ARCUS Greencycling Technologies GmbH itself is released from its obligation to perform.
The goods to be delivered by ARCUS Greencycling Technologies GmbH or the work to be delivered by ARCUS Greencycling Technologies GmbH have the usual condition of average quality, unless expressly agreed otherwise in writing. Other verbal or written recommendations or advertising statements as well as other statements neither contain an assurance, nor a guarantee declaration, nor an agreement on special characteristics of the goods, the service or the work.
All quantities stated in the customer's order are approximate. Excess or short deliveries by ARCUS Greencycling Technologies GmbH do not constitute a defect or a breach of contract, but only lead to an adjustment of the purchase price according to the actually delivered quantity, unless the quantity ordered by the customer is expressly agreed as a fixed quantity or the excess and/or short delivery is unreasonable for the customer.
We reserve the right to make changes to the design or form of the ordered goods or the ordered work, provided that the goods or the work are not significantly changed and the changes are reasonable for the customer.

03 | PRICES

All prices quoted by ARCUS Greencycling Technologies GmbH are net prices and are subject to the applicable statutory value-added tax ex works or ex warehouse.
In addition, the costs for packaging and, if applicable, assembly will be carried out at the prices valid at the time of the work. If more than two months should have passed between order confirmation and delivery, ARCUS Greencycling Technologies GmbH is entitled to charge the valid daily price.
If, in the case of an agreed fixed price, the prices of the upstream supplier for the service ordered from ARCUS Greencycling Technologies GmbH increase, ARCUS Greencycling Technologies GmbH shall be entitled to increase the fixed price in relation to these higher supplier costs as well. Something else is only valid if this price adjustment is explicitly excluded in writing. In the case of price increases that are greater than 10%, the customer has the right to withdraw from the contract within two weeks after receipt of the notification of the price increase.
The prices of ARCUS Greencycling Technologies GmbH are due immediately and are payable two weeks after invoice and delivery: the receipt of payment at ARCUS Greencycling Technologies GmbH is decisive. Payments are to be made directly to ARCUS Greencycling Technologies GmbH without deduction, unless otherwise expressly permitted in writing. Payments to third parties will only have a debt-discharging effect if they are authorized in writing by ARCUS Greencycling Technologies GmbH to collect the payment. If the payment is not made within the aforementioned period, the customer is in default of payment. During this delay in payment, the payment claim of ARCUS Greencycling Technologies GmbH is subject to interest at 8% above the prime rate. ARCUS Greencycling Technologies GmbH reserves the right to prove and claim a higher damage caused by default.
Payment by bill of exchange is excluded.
Against claims of ARCUS Greencycling Technologies GmbH the customer can only

offset with counterclaims that have been legally established and are not disputed by ARCUS Greencycling Technologies GmbH. Furthermore, he shall only be entitled to a right of retention if his counterclaim originates from the same contractual relationship with ARCUS Greencycling Technologies GmbH. Offsetting or exercising the right of retention due to possible counterclaims of the purchaser that are disputed by ARCUS Greencycling Technologies GmbH and not legally established is excluded. The exercise of a right of retention is also excluded insofar as the counterclaims of the purchaser are not based on the same contractual relationship.

04 | DELIVERY, DELIVERY PERIOD, TRANSFER OF RISK

The customer is responsible for ensuring that the transport of the goods or a work to the place of delivery is possible or that the service ordered by the customer can be carried out by ARCUS Greencycling Technologies GmbH without interruptions, such as an erection of a work by means of cranes.
Delivery and completion deadlines as well as other performance deadlines are only valid if they are agreed upon in writing with ARCUS Greencycling Technologies GmbH. If ARCUS Greencycling Technologies GmbH cannot comply with agreed delivery and other performance deadlines, the customer shall grant ARCUS Greencycling Technologies GmbH a reasonable period of time, at least four weeks, for subsequent performance and he may only assert rights arising from the contract after the expiry of this period of grace.
If the performance of the contract by ARCUS Greencycling Technologies GmbH becomes impossible or excessively difficult due to force majeure, official measures, plant shutdown, strike or similar circumstances also at suppliers of ARCUS Greencycling Technologies GmbH, ARCUS Greencycling Technologies GmbH shall be released from the delivery obligation for the duration of the hindrance and its after-effects, so that any agreed delivery and completion deadlines shall be extended accordingly.
Place of fulfillment of the performance obligations of ARCUS Greencycling Technologies GmbH is the registered office or the delivery warehouse of ARCUS Greencycling Technologies GmbH, which will be communicated to the purchaser in the order confirmation. Costs for the shipment of the goods are to be borne by the purchaser. These costs also include taxes and customs duties, etc. caused by the shipment.
The risk shall pass to the purchaser at the latest upon delivery to the forwarding agent or other transport person. This also applies in the event that ARCUS Greencycling Technologies GmbH exceptionally assumes the shipping costs according to a separate agreement. In the absence of specific instructions from the purchaser, ARCUS Greencycling Technologies GmbH is responsible for selecting a suitable forwarding agent.
Specified delivery periods are only approximate agreed delivery times, unless they are expressly designated as binding in the order confirmation of ARCUS Greencycling Technologies GmbH. Any delivery periods shall be extended in case of measures within the scope of labor disputes in the company of ARCUS Greencycling Technologies GmbH or of subcontractors, in particular strike and lawful lockout, as well as in case of occurrence of unforeseen events for which ARCUS Greencycling Technologies GmbH is not responsible, by the duration of the interruption of the business operations of ARCUS Greencycling Technologies GmbH caused by these obstacles. ARCUS Greencycling Technologies GmbH is not responsible for the aforementioned circumstances because they occur during an already existing delay. Beginning and end of such obstacles will be communicated to the purchaser by ARCUS Greencycling Technologies GmbH as soon as possible.
Unless delivery periods are expressly designated as binding, ARCUS Greencycling Technologies GmbH shall be in default of delivery by a written request of the purchaser, which may not be made earlier than six weeks after the expiry of the delivery period. In case of any delay in delivery caused by slight negligence, the claim for damages according to §§ 280 para. 1 and para. 2, 286 BGB is limited to a maximum of 5% of the total price of the products ARCUS Greencycling Technologies GmbH is in default of delivery.
Partial deliveries are permissible.
ARCUS Greencycling Technologies GmbH reserves the right to change the appearance and the

Equipment or technical details of the devices from ARCUS Greencycling Technologies GmbH

to the extent that this reflects the state of the art.
Does the scope of supply and services also include control by associated software,

the control system together with the other system parts becomes the property of the purchaser. ARCUS Greencycling Technologies GmbH retains all rights to the software, in particular the rights of use and exploitation under copyright law, unless they are expressly granted to the purchaser in these terms and conditions of sale or by other agreement. The purchaser shall only be granted the limited right to use the software in accordance with the purpose and scope of the contract pursuant to a software license agreement to be concluded separately.

05 | RESERVATION OF OWNERSHIP

The following agreed retention of title serves to secure all existing current and future claims between the parties concluded contractual relations.
The goods delivered by ARCUS Greencycling Technologies GmbH to the purchaser remain the property of ARCUS Greencycling Technologies GmbH until full payment of all secured claims. The goods as well as the goods covered by the retention of title taking their place according to the following provisions are hereinafter referred to as "goods subject to retention of title".
The purchaser shall store the goods subject to retention of title free of charge for ARCUS Greencycling Technologies GmbH.
The purchaser is entitled to process and sell the reserved goods in the ordinary course of business until the case of realization (paragraph 9). Pledges and transfers of ownership by way of security are not permitted.
If the goods subject to retention of title are processed by the purchaser, it is agreed that the processing shall be carried out in the name and for the account of ARCUS Greencycling Technologies GmbH as manufacturer and that ARCUS Greencycling Technologies GmbH shall acquire direct ownership or - if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the goods subject to retention of title - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the goods subject to retention of title to the value of the newly created item. In the event that no such acquisition of ownership should occur for ARCUS Greencycling Technologies GmbH, the purchaser already now transfers his future ownership or - in the above-mentioned ratio - co-ownership of the newly created item to ARCUS Greencycling Technologies GmbH as security. If the goods subject to retention of title are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, ARCUS Greencycling Technologies GmbH shall, insofar as the main item belongs to it, transfer to the purchaser pro rata co-ownership of the uniform item in the ratio specified in sentence 1.
In case of resale of the reserved goods, the purchaser already now assigns by way of security the resulting claim against the purchaser - in case of co-ownership of ARCUS Greencycling Technologies GmbH in the reserved goods proportionally according to the co-ownership share - to ARCUS Greencycling Technologies GmbH. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in case of loss or destruction. ARCUS Greencycling Technologies GmbH revocably authorizes the purchaser to collect the claims assigned to ARCUS Greencycling Technologies GmbH in his own name. ARCUS Greencycling Technologies GmbH may revoke this direct debit authorization only in case of realization.
If third parties gain access to the goods subject to retention of title, in particular by seizure, the purchaser will immediately inform them of the ownership of ARCUS Greencycling Technologies GmbH and inform ARCUS Greencycling Technologies GmbH of this in order to enable the purchaser to enforce its ownership rights. If the third party is not in a position to reimburse ARCUS Greencycling Technologies GmbH for the court or out-of-court costs incurred in this connection, the purchaser shall be liable for these to ARCUS Greencycling Technologies GmbH.
ARCUS Greencycling Technologies GmbH will release the goods subject to retention of title as well as the items or claims replacing them, if their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released thereafter shall be at the discretion of ARCUS Greencycling Technologies GmbH.
If ARCUS Greencycling Technologies GmbH withdraws from the contract in case of behavior contrary to the contract of the purchaser - in particular default of payment - it is entitled to demand the return of the reserved goods.

06 | NOTICE OF DEFECTS, WARRANTY

The warranty period is one year from delivery or, if acceptance is required, from acceptance.
The delivered items are to be carefully examined immediately after delivery to the purchaser or to the third party designated by him. With regard to obvious defects or other defects that would have been recognizable in the course of an immediate, careful inspection, they shall be deemed approved by the purchaser if ARCUS Greencycling Technologies GmbH does not receive a written notice of defects within seven working days after delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the purchaser if ARCUS Greencycling Technologies GmbH does not receive the notice of defects within seven working days after the time when the defect became apparent; however, if the defect was already apparent to the purchaser at an earlier time during normal use, this earlier time shall be decisive for the beginning of the period for giving notice of defects. Upon request of ARCUS Greencycling Technologies GmbH, a rejected delivery item has to be sent back to ARCUS Greencycling Technologies GmbH freight paid. In case of a justified notice of defect, ARCUS Greencycling Technologies GmbH shall reimburse the costs of the most favorable shipping route; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use.
In case of material defects of the delivered items ARCUS Greencycling Technologies GmbH is obliged and entitled to rectify the defect or to deliver a replacement within a reasonable period of time. In case of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the purchaser may withdraw from the contract or reduce the purchase price appropriately.
If a defect is due to the fault of ARCUS Greencycling Technologies GmbH, the purchaser may claim damages under the conditions specified in clause 7.
In case of defects of components of other manufacturers, which ARCUS Greencycling Technologies GmbH cannot remedy for licensing or actual reasons, ARCUS Greencycling Technologies GmbH will, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the purchaser or assign them to the purchaser. Warranty claims against ARCUS Greencycling Technologies GmbH exist in case of such defects under the other conditions and in accordance with these General Terms and Conditions of Delivery only if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the purchaser against ARCUS Greencycling Technologies GmbH is suspended.
The warranty does not apply if the purchaser changes the delivery item or has it changed by a third party without the consent of ARCUS Greencycling Technologies GmbH and the elimination of defects becomes impossible or unreasonably difficult as a result. In any case the purchaser has to bear the additional costs for the removal of defects resulting from the modification.
Any delivery of used items agreed with the Buyer in individual cases shall be made to the exclusion of any warranty for material defects.

07 | LIMITATIONS OF LIABILITY

Except in the case of a breach of an essential contractual obligation or cardinal obligation in a manner endangering the purpose of the contract or in the case of the assumption of a guarantee, ARCUS Greencycling Technologies GmbH is not liable for damages caused by slight negligence.
In the following cases the liability of ARCUS Greencycling Technologies GmbH is limited to the contract-typical foreseeable damage:

a) in the event of a slightly negligent breach of material contractual obligations or cardinal obligations in a manner that endangers the purpose of the contract.

b) in the event of a grossly negligent breach by simple vicarious agents (i.e. not executives or organs) or

c) in case of assumption of a guarantee, unless ARCUS Greencycling Technologies GmbH has expressly assumed a guarantee for the quality of the goods as ARCUS Greencycling Technologies GmbH towards the purchaser.
In the cases of clause 7.2 the liability of ARCUS Greencycling Technologies GmbH is limited to a maximum of three times the amount of the price of the respective goods concerned, maximum €200,000.00, or in the case of pure financial losses to a maximum of twice the amount of the order value, maximum €150,000.00, of this price.
Claims for damages by the Purchaser shall become statute-barred in the cases of Clause 7.2 at the latest after two years from the time at which the Purchaser becomes aware of the damage or, irrespective of such knowledge, at the latest after three years from the time of the damaging event. For claims due to defects of the goods, the statute of limitations according to clause 6.6 shall apply.
Clauses 7.1 to 7.4 shall also apply if the goods are only designated by type.
Except in cases of liability under the Product Liability Act, injury to life, limb and health, for the assumption of a guarantee for the quality of a product or in the case of fraudulently concealed defects, the above limitations of liability shall apply to all claims for damages, irrespective of their legal basis including

claims in tort.
The aforementioned limitations of liability shall also apply in the event of any

Claims for damages of the purchaser against the employees of ARCUS Greencycling Technologies GmbH or agents.

08 | INSTALLATION AND REPAIR CONDITIONS

As far as ARCUS Greencycling Technologies GmbH also carries out assembly or repair work according to the order confirmation, the following provisions shall apply additionally:

The start of the work by ARCUS Greencycling Technologies GmbH requires that the purchaser has completely and properly performed all preliminary services as communicated in the order confirmation. This applies in particular to earthworks, foundation works, construction works and scaffolding works including the supply and discharge lines necessary for the execution of the assembly or repair according to the combination foundation plans provided by ARCUS Greencycling Technologies GmbH with the order confirmation or within reasonable time before the start of the works.
The transport as well as the unloading of assembly parts is regularly not part of the scope of services of ARCUS Greencycling Technologies GmbH and is therefore to be carried out by the purchaser at his own expense. This also applies to the unpacking of the objects intended for assembly at the installation or assembly site.
For the duration of the assembly ARCUS Greencycling Technologies GmbH provides the purchaser with dry, heated and lockable rooms and the energy required for the assembly or repair.
Exchanged parts become the property of ARCUS Greencycling Technologies GmbH. A crediting of the residual value of the replaced part shall only take place if this has been expressly agreed in writing.
Unless otherwise agreed with the purchaser, invoicing is based on the cost of labor and materials. ARCUS Greencycling Technologies GmbH can charge the daily rates for working time, travel time and waiting time valid on the day of performance. The purchaser shall additionally bear the additional costs named in the order confirmation, such as allowance, overnight stay and travel expenses.
As far as assembly or repair works on a computer system are to be performed, ARCUS Greencycling Technologies GmbH is only obliged to start its performance after the purchaser has backed up all data that could be affected by these works on separate data carriers and has confirmed this backup in writing to the responsible employee of ARCUS Greencycling Technologies GmbH. If ARCUS Greencycling Technologies GmbH requests the purchaser to submit such a declaration, this must be done within one week; otherwise the backup is considered to have been made.
Claims for defects are initially limited to subsequent performance (repair or replacement). As long as ARCUS Greencycling Technologies GmbH performs subsequent performance, the purchaser has no right to withdraw from the contract concerning the assembly or repair work or to demand an appropriate reduction of the remuneration (abatement), unless the elimination of defects has finally failed.

09 | OTHER

Insofar as individual provisions of these General Terms and Conditions should be wholly or partially invalid or void, this shall not affect the validity of the remaining provisions or the contracts concluded. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
Order change or cancellation

If the purchaser cancels or changes an order accepted by ARCUS Greencycling Technologies GmbH up to 4 weeks before the scheduled delivery date or requests a postponement of the confirmed delivery date and ARCUS Greencycling Technologies GmbH complies with this cancellation or change request, ARCUS Greencycling Technologies GmbH may demand a lump sum compensation of 10% of the order value concerned. Cancellation or order modification less than 4 weeks before the scheduled delivery date is generally excluded.
For all legal relations between ARCUS Greencycling Technologies GmbH and the customer, German law in the German language shall apply exclusively. In particular, the application of the UN Convention on Contracts for the International Sale of Goods is also excluded.
The exclusive place of jurisdiction for all disputes arising directly or indirectly from the legal relationship is established at the place of business of ARCUS Greencycling Technologies GmbH. However, ARCUS Greencycling Technologies GmbH may also sue the other party before the courts of your general place of jurisdiction.

Status 04/2019 | ARCUS Greencycling Technologies GmbH