General Terms and Conditions for Sales and Deliveries

(Version 01 August 2008)

1. Applicability and Conclusion of Contract

1.1. All deliveries and services rendered to customers which are companies take place, regardless of their type, solely on the basis of our General Terms and Conditions for Sales and Delivery, which the customer accepts  by placing an order or accepting a delivery or a service.
Applicability of conditions that deviate from our General Terms and Conditions is excluded even if we do not object to them.
Our General Terms and Conditions for Sales and Delivery also apply to all future business relations even if this is not expressly agreed again.

1.2. Offers from us are not binding.
A contract is only formed when an order has been confirmed by us in writing. Order confirmations, bills of delivery and other confirmatory writings from us are deemed to have been recognized by the customer as being materially correct except as the customer objects in writing without delay, within 4 working days of receipt at the latest.
In ordering a work or goods, the customer declares that it is bound to the order and wants to conclude a contract in accordance with the order. Upon receiving such an order, we have two weeks in which to accept the customer’s offer of the corresponding contract. This acceptance can be declared in writing or by transferring the given work or goods to the customer.

1.3. We reserve the right to make technically necessary or expedient changes to the products. Dimensions, pictures and drawings are just preliminary information for the customer and are only binding when this has been confirmed by us in writing.
Statements about product characteristics and performance attributes just serve as illustrations and not binding.

1.4. Insofar as nothing different is agreed in detail, the contents of the contract, insofar as there are any questions of interpretation, shall be deemed to be supplemented by the following sources, which shall apply in the order given: the determinations and specifictions in written offers, the determinations and specifications in written descriptions of performance, the determinations and specifications in these General Terms and Conditions for Sales and Delivery, and, finally, the determinations and specifications of the German Civil Code [Bürgerliches Gesetzbuch - BGB].

1.5. Contracts are concluded subject to the reservation of correct and timely supply for our own needs through our suppliers.
This only applies to the case in which we are not responsible for non-delivery, especially when a congruent covering transaction has been agreed with our supplier. The customer shall be informed of the non availability without culpable delay and any consideration rendered shall be reimbursed without culpable delay.

2. Delivery

2.1. Delivery dates and periods are only binding if they are agreed with the customer or confirmed by us in writing.
Delivery periods begin with the date of order confirmation at the earliest, but not until all technical questions (if any) have been clarified and the documents and/or drawings to be provided by the customer have been received.

2.2. Delivery periods are prolonged by the duration of delays due to force majeure as well as to strikes, lockouts and disruptions of operations for which we are not responsible and/or delayed or omitted deliveries to us by our suppliers. The same applies when the customer makes changes or additions to the order.
If a disruption lasts longer than 6 months, the parties shall each be entitled to withdraw from the contract. The customer shall not be entitled to compensation for damages in this respect.

2.3. If we should default in our obligations, the customer shall not be entitled to withdraw from the contract until it has reminded us and allowed a reasonable period of grace for performance or supplementary performance to elapse. Claims for compensation for damages are excluded except as something else is implied by these General Terms and Conditions for Sales and Delivery.

2.4. If the customer is in default of acceptance or is otherwise responsible for a delay of dispatch, we may store the products at the risk and expense of the customer. If a deadline for acceptance of the products has been set by us and expired without result, we may withdraw from the contract and demand compensation for damages in lieu of performance without prejudice to any further rights which we may have.

2.5. All risks pass to the customer upon transfer of the goods to the customer or, with a contract involving carriage of goods, upon dispatch of the goods to the shipper, freight carrier or other person or organisation responsible for shipping the goods.

2.6. We are entitled to render partial deliveries. Our obligation to deliver is suspended for as long as the customer is in default on an obligation resulting from the business relation-ship.


3. Prices and Payment Conditions

3.1. All prices shall be computed on the basis of the price lists that were valid when the order was confirmed insofar as nothing different has been agreed or is directly implied by the confirmation of the order. The customer is responsible for all shipping, insurance and packaging costs and is also responsible for disposing of all packaging.

3.2. Payments shall be rendered by the customer without discount insofar as nothing different has been agreed.

3.3. In the case of payments by bank credit transfer, check or bill of exchange, the date of payment is deemed to be the credit value date. Checks and bills of exchange will only be accepted by us on the basis of a special agreement and then acceptance is subject to collection with all collection,  discount and other costs to be borne by the customer.

3.4. If the customer misses the payment date, we can assert default damages. During the period of default the customer shall pay interest on the cash debt at the rate of 8 percentage points above the base interest rate, whereby we reserve the right vis-à-vis the cus-tomer to prove greater default damages and to assert these accordingly.

3.5. If the customer does not meet its payment obligations in accordance with the contract or if it suspends its payments or if we become aware of other circumstances which call the creditworthiness of the customer into question, then we are entitled to declare that the remaining debt is due at once and to demand advance payments and deposition of collateral. In these cases we may also withdraw from the contract without setting a period of grace insofar as the contract has not yet been fulfilled.

3.6. The customer only has the right of offset if its counter-claim has become legally final and absolute or has been recognized by us. The customer is not entitled to assign to any third party any of its claims against us or to empower any third party to assert such claims against us.
The customer may only exercise a right of retention if its counter-claim is based on the same contractual relationship.

3.7. In the event of subsequent changes to design, construction or dimensions relative to our offer or the letter of confirmation, we are entitled to charge the additional effort to the customer regardless of whether these changes have been made at the request of the customer or were due to technical necessities, unforeseeable difficulties or other circumstances which lay beyond our influence.

3.8. Our claims vis-à-vis companies1 for payment are subject to a limitations period of five years.


4. Retention of Title (Ownership)

4.1. We retain title to the goods until all claims arising from a current business relationship have been paid in full.

4.2. We retain ownership in all goods delivered until these goods have been paid for in full and without conditions. If we also have other claims against the customer, then we also retain ownership in the goods delivered until these other claims have been paid. The customer may resell such goods of ours (“retention goods”) in the normal course of business provided that the customer does not assign, pledge or otherwise encumber its claims arising from the resale.
In the event of customer conduct that is contrary to contract, especially in the case of delay in payment or breach of an obligation under this particular provision of the contract, we are entitled to withdraw from the contract and demand surrender of the goods.
In order to ascertain what our rights are in regard to retention goods, we may have all  documents and books of the customer's which pertain to these goods inspected by a person who is subject by law to a professional obligation to maintain secrecy.

4.3. The customer may only sell retention goods in a proper business transaction with agreement of a corresponding retention of title, whereby the customer hereby already as-signs to us its resulting claims in the amount of the open claims by us, together with the rights from its retention of title. This authorisation can be revoked. We reserve the right to collect the claim ourselves as soon as the customer does not properly comply with its payment obligations and enters into payment default.

4.4. For the cases that the products from us are processed or combined with other products, the customer hereby now transfers to us as collateral ownership in the resulting processed product or product combinations (“the new objects”) in the amount of the price of the products from us to which we have title and the customer shall keep the new objects in safe keeping for us without charge to us. The customer assumes for us responsibility for processing the goods from us to which we have title, whereby we do not thereby acquire any obligations in any way. If there is processing with objects which do not belong to us, we acquire co-ownership in the new objects in the ratio of the value of the goods delivered by us to that of the other processed goods.
The same applies when goods which belong to us are mixed with other objects which do not belong to us.

4.5. Insofar as the value of collateral exceeds the nominal value of the open claims by more than 10%, we shall release collateral upon request.

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