Standard Terms and Conditions for the Sale of Goods

2. Definition and Interpretation of Terms

Throughout the contractual relationship as well as within these Standard Terms and Conditions the followings terms shall have the meaning as stated:

Purchase price / Currency

All and any purchase price and/or currency mentioned in these Standard Terms and Conditions shall be understood as net prices in Euro as being set out in the price list valid at the time of offer.

Product information

All information and data contained in any catalogue, product documentation, quotation, contractual offers and circular letters containing information and specifications as to services, measures, weights etc. shall not be binding unless otherwise stated.

CORTEX reserves property and copyright to all images, drawings, calculations and other documents provided.

Any oral statement concerning suitability and fitness for purpose of merchandise to be delivered by CORTEX shall not be binding on CORTEX unless otherwise stated, and do not establish a secondary obligation. The adoption of a warranty for the characteristics of goods requires an explicit written declaration.

Time limits

Any time limits and deadlines concerning deliveries are not binding unless otherwise stated and agreed upon.

3. Orders and Specifications

CORTEX offers including any catalogue description and/or product specification shall be non-binding and non-committal unless otherwise stated.

Orders submitted by the Buyer shall be deemed to be accepted by CORTEX within two weeks after submittal. Acceptance shall be made in writing or through the supply of the Goods to the Buyer.

4. Terms of Payment

Prices for standard products are set out in the price list being valid at the time of offer.

Sales prices include costs of transport, packing and insurance. Statutory value added tax is not included in the sale price and will be shown separately on the invoice.

The purchase price shall be due and has to be paid without any deduction latest within eight days upon receipt of the delivery.

In the case of delayed acceptance of the delivered Goods, the buyer shall bear damage plus any additional expenditures caused by such delay.

5. Delivery

Delivery periods and deadlines are determined by the written agreement between the parties and are subject to the final conclusion and agreement upon any technical issues relating to the delivery.

6. Transfer of Risks

Delivery terms will be expressly agreed upon in every contract of sale. Generally, any deliveries made by CORTEX will be in accordance with "FCA – free carrier Leipzig loaden – CORTEX ramp, Walter-Köhn-Straße 2c, Incoterms 2020".

7. Retention of Title

Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, property in the Goods shall not pass to the Buyer until CORTEX has received payment in full of the price of the Goods and all other Goods agreed to be sold by CORTEX to the Buyer for which payment is then due. CORTEX shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the Goods in which title remains vested in CORTEX.

Until the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as CORTEX's fiduciary agent and shall keep the Goods properly stored, protected and insured.

Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of business, but shall account to CORTEX for the proceeds of sale or otherwise of the Goods including insurance proceeds, and shall keep all such proceeds separate from any moneys or properties of the Buyer and third parties.

If the Goods are processed or reshaped by the Buyer and if processing is done with Goods that CORTEX has no property in, CORTEX shall become co-owner of the Goods. The same shall apply if Seller's Goods are completely reshaped and mixed with other Goods.

8. Warranties and Exclusion Clauses

The Buyer shall examine the Goods and in doing so check every delivery in any respect. Any reclamation shall be notified within eight days.

CORTEX shall not be liable for the Goods being suitable for a special purpose unless otherwise agreed upon.

9. Force Majeure

Force Majeure, industrial action, upheaval, authority measures and other unforeseen, inevitable and serious occurrence release the parties from their obligations of delivery and performance for the duration of these events.

The same applies if these events occur at a time when one of the parties is in default. The parties are obliged to arrange all measures within reasonable bounds to enable the determination of the shortcomings or damages and the causes of the same, or to facilitate the reasonable fulfilment of their contractual obligations.

10. Miscellaneous Clauses

This agreement supersedes and invalidates all other commitment and warranties relating to the subject matter hereof which may have been made by the parties either orally or in writing prior to the date hereof, and which shall become invalid from the date of the agreement is signed.

CORTEX shall be entitled to store, process or continually make use of any data supplied by the Buyer and to do so in accordance with any data protection regulations.

This agreement shall be governed by and construed in accordance with German law. Preconditions and effect of the retention of title are subject to the law of the country where the item is stored.

Any dispute between the contracting parties shall be settled at the general place of the debtor, however, if the parties prefer to submit to arbitrage any dispute shall be settled in accordance with the 2012 ICC Rules of Arbitration.