I. RANGE OF VALIDITY

1. The following General Terms and Conditions of Business and Delivery apply for all business relations between COUNTR and the purchaser.

2. Any diverging or supplementary agreement to these General Terms and Conditions of Business and Delivery, even if known by COUNTR, will not become part of the contract, except that we explicitly confirm its validity in writing or by electronic data transfer. References or reconfirmations of the business partner (purchaser) with respect to his general terms and conditions are hereby expressively rejected.

3. Our General Terms and Conditions of Business and Delivery only apply for companies and corporate bodies under public law.

II. OFFER AND ACCEPTANCE

1. The conditions for our deliveries and works are free and not binding. The prices quoted are valid for a period of 30 days, unless otherwise indicated in the quotation. Technical changes as well as changes in form, colour or weight remain reserved within a reasonable framework.

2. With his order the purchaser declares his binding contract offer.

3. COUNTR is entitled to accept the contract offer lying in this order within 2 weeks. The purchaser's orders will only become valid after a written confirmation of COUNTR. In case of absence of such a written confirmation, the agreement will also become valid by accepting the goods and the invoice of COUNTR without rejection.

4. COUNTR retains the right to refuse a purchaser's order. This applies especially in case of payment difficulties.

III. DELIVERY

1. All deliveries are shipped in accordance with the agreed specifications respectively with the usual specifications of COUNTR. The product specifications listed in catalogues, gazettes, bulletins, advertisements and price lists are only binding, if this is agreed upon specifically in writing. COUNTR reserves the right to make modifications due to technical improvement.

2. Partial deliveries may be shipped without special agreement.

3. The delivery periods stated or confirmed by COUNTR are not fixed deadlines, unless this has been agreed upon explicitly in writing. Delivery periods (including fixed deadlines) can only be observed, if the purchaser has submitted all necessary documents, licenses and releases in good time, has clarified and approved the product specifications in good time, and observed the payment conditions and any credit lines granted internally by COUNTR.

4. If the delivery period is exceeded, the purchaser has to grant COUNTR an appropriate prolongation of at least six weeks. After the expiry of this prolongation period, he has the right to rescind the contract. Further claims are excluded, unless otherwise stated in the following regulations.

IV. DISPATCH/TRANSFER OF RISKS

1. Dispatch is effected on the purchaser's account and at his risk, unless a different agreement is made. The risk of coincidental loss respectively of a deterioration of the goods is transferred to the purchaser as soon as the goods have been handed over to the purchaser, or in case of dispatch, to the carrier, or have left our company for the purpose of dispatch. INCOTERMS (EXW) apply in the latest amended version.

2. COUNTR reserves the right to choose the most economical form of dispatch.

3. If the dispatch is delayed for reasons, for which the purchaser is responsible, the risk is transferred to him at the moment, when he is informed that the goods are ready for dispatch or collection. In this case, COUNTR is entitled to charge the purchaser with the costs for storage and financing.

4. COUNTR is only obliged to take out a transport insurance, if this is explicitly demanded in writing by the purchaser. The purchaser will be charged with the costs.

V. PRICES

1. COUNTR's prices are quoted for delivery EXW Kleinmachnow (Germany), Sofia (Bulgaria) or Carregado (Portugal), excluding customs duties and packaging. Taxes will be added to the invoice if applicable.

2. All prices are quoted in US$. The individual purchaser is exclusively obliged to pay all taxes and contributions.

3. If there is any increase in costs beyond COUNTR's control within 4 months after the contract has been concluded, due to circumstances such as increase in material, wages, energy and transport costs, customs duties, taxes, exchange rates or official measures, COUNTR reserves the right to adjust the prices accordingly.
VI. CONDITIONS OF PAYMENT
1. Payments have to be made solely net to COUNTR without any deduction prior to shipment, unless otherwise agreed upon. The credit to COUNTR’s account is relevant for the value on COUNTR's account.
2. Cheques and bills of exchange are only accepted subject to due collection of the cash equivalent, any bank charges and fees incurred are to be borne by the purchaser. Payment by bill of exchange may only be made with COUNTR's prior consent.
3. If the purchase is in arrears with his payments, if the purchaser's economic situation deteriorates, or if his obligations due exceed COUNTR's internal credit limit, COUNTR is entitled to revoke all agreements on extensions of the period of payment with immediate effect, to accelerate maturity of all outstanding amounts, regardless of the duration of any acceptance of bills, to demand securities for all outstanding deliveries, and to effect deliveries only on a cash in advance basis. If the purchaser does not settle all the arrears within a ten day period set by COUNTR, COUNTR is entitled to cancel wholly or partially all delivery obligations and to demand compensation for non-performance from the purchaser.

4. For amounts due, the purchaser has to pay interest in the amount of 8 percent points above the Basic Interest rate from the date of maturity on. COUNTR reserves the right to assert further claims for compensation.

5. The purchaser can only set off such accounts receivable that are undisputed or have become final and absolute by court decision. The purchaser has no right of retention.
VII. RETENTION OF TITLE

1. The goods remain in the property of COUNTR until all claims arising from the respective contract and, if legally allowed, arising out of the business relationship, have been settled. Such conditionally sold goods may not be pledged or assigned by way of security. If a third party seizes these goods, COUNTR has to be notified immediately.

2. The purchaser, who is not in arrears with his payments toward COUNTR, is revocably entitled to process the conditionally sold goods and/or to sell them in the normal course of business. Any sales transaction may only be effected, if the retention of title is transferred accordingly. The purchaser hereby assigns all his accounts receivable from and claims against his customer to COUNTR in the value of the reserved goods. COUNTR accepts the assignment. In case the purchaser is in arrears with his payments, he is obliged to name his customer and to inform COUNTR about all the necessary data and to hand over all documents used for the collection of the accounts receivable.
CountR GmbH Terms & Conditions 2022

3. The purchaser is obliged to treat the conditionally sold goods carefully as long as the retention of title lasts on the goods. As far as maintenance and inspection work is necessary, the purchaser has to carry them out regularly and at his own costs.

4. The purchaser is obliged to allow an authorized representative of COUNTR to enter his premises during normal business hours in order to inspect the reserved goods. If the conditionally sold goods are treated or processed in any way, COUNTR acquires a partial ownership of the new product in relation to the value of the conditionally sold product to the new product.

5. The purchaser bears all the costs incurred by COUNTR in asserting COUNTR's right of ownership. The purchaser is obliged to insure the conditionally sold goods against loss through theft, fire and water until ownership passes on to him finally and, upon request, submit an evidence of this insurance to COUNTR.

VIII. GUARANTEE AND COMPLAINTS

1. The purchaser is obliged to immediately check the goods on delivery for defects or damages and on short quantities, and to inform COUNTR in writing within a period of 1 week after receipt of goods about visible defects or damages; Otherwise the enforcement of guarantee claims is excluded. Invisible defects or damages have to be notified in writing to COUNTR within 1 week after their discovery. The purchaser bears the full burden of proof for all preconditions of claim, especially for the defect of damage itself, for the moment of time, when the defect or damage has been discovered, and for the punctuality of complaint. COUNTR undertakes to guarantee for any defects, including the absence of warranted characteristics for a period of 3 months starting from the date of delivery. In case of a justified complaint, COUNTR can decide either to remedy the defect or to replace the parts or modules free of charge within an appropriate period. The application of the remedy and the exchange of parts or modules is at responsibility and cost of the purchaser.

2. Excluded from the warranty are bank note cassettes, reject boxes and bill acceptor cash boxes.

3. In case of a complaint, the purchaser immediately has to send COUNTR a reference sample and a complaint report. Whole consignments can only be returned on request of COUNTR with the return number given by COUNTR.

4. Any complaints based on short quantities, damages to the goods or to the packaging have also immediately to be reported to the carrier under submission of the respective insurance documents. If the purchaser does not fulfill his obligations toward the carrier, COUNTR is not liable for any substituted compensation.

IX. LIABLITY/FORCE MAJEURE

1. So far as the following is not contradictory, COUNTR is not liable for damage claims, regardless their legal basis, unless the claim of the business partner arises from COUNTR violating a cardinal duty of the contract. COUNTR is not liable for material damages, for consecutive damages and especially not for loss of profit or possibility to use, decrease in value and other financial damage of the business partner, unless the damage arises from gross negligence of intent on behalf of COUNTR or its vicarious agent. In any case, COUNTRs liability is restricted to the damage foreseeable. A liability with regard to a criminal abuse of COUNTR's products is excluded. COUNTR expects that the goods are under surveillance by the purchaser or an operator with appropriate countermeasures against intruders or any criminal action.

2. COUNTR shall not be liable for any direct or indirect incidental or consequential damages and COUNTR’s liability shall in no event exceed the purchase price of the goods received by COUNTR. Purchaser’s remedy of replacement or refund is exclusive of all others remedies at law or inequity.

3. If COUNTR is unable to fulfill its contractual obligations or is in undue difficulty to perform due to causes arising from force majeure, such as mobilization, war, riots, strikes, hold-ups in production or traffic or other comparable events, for which COUNTR is not responsible, COUNTR is able to partially or wholly rescind the contract or demand to perform at a later date, however, at the latest within a period of 6 months, without the business partner being able to raise damage claims.

X. EXPORT REGULATIONS
Products and technology supplied by COUNTR may possibly be subject to embargo regulations under the Foreign Trade Law of the country, to which the purchaser is importing the product. The purchaser is obliged to acquaint himself fully with the laws and regulations that apply to him and, if necessary, obtain any import and export licenses. If a license is not granted, the purchaser is not entitled to cancel or change the contract.

XI. WEEE REGULATION
The purchaser takes over all associated cost for the disposal of waste of electrical and electronic equipment purchased from CountR.

XII. DISCRETION
The purchaser authorizes COUNTR to collect personal data of the purchaser’s employees, which are exclusively used for intern processes (such as treatment of orders, dispatch or marketing).

XIII. LAPSE OF OWN CLAIMS
COUNTR's claims for payment will only lapse within 5 years deviating from § 195 BGB. With regard to the starting date of the lapse period, § 199 BGB is applicable.

XIV. FINAL REGULATIONS

1. German Law is exclusively applicable, also in case of contracts with foreign connections, with the exception of the UN Convention on Contracts on the international sale of goods.

2. Potsdam is agreed upon as place of performance for delivery and payment as well as only place of jurisdiction for all disputes arising from the contractual relationship. However, COUNTR retains the right, to sue the purchaser at the purchaser's place of business or the place of his branch.

3. In case the German and the English version of COUNTR's General Terms of Business and Delivery are contradictory, the English version is applicable.
If individual regulations of this contract with the purchaser, including these General Terms of Business and Delivery, are or will become partially or wholly invalid, the validity of the other regulations remain unaffected. The wholly or partially invalid regulation should be replaced by a regulation, whose economic success corresponds as closely as possible to that of the regulation concerned.

CountR GmbH Terms & Conditions 2022