I. Conclusion of Contract

1. All our deliveries to contractors as Buyers shall be based on the following general Terms and Conditions of Sale. Contractors in the sense of the Business Conditions are natural persons or legal entities or legally competent personal corporations that carry out trade or independent profession activity and with whom we enter into a business contact. Any deviating terms and conditions of Buyer which we have not specifically accepted in writing shall be without commitment on our part even if we have not specifically rejected them in writing. Our Terms and Conditions of Sale shall also apply if we effect delivery to Buyer unconditionally in the knowledge of contradicting terms and conditions of Buyer, or terms and conditions deviating from our Conditions of Sale. Our Terms and Conditions of Sale shall also be valid for future dealings with the Buyer.

2. Buyer shall not be permitted to assign any rights under the present contract.

3. Our offers shall be subject to change without notice. Any ancillary agreements, special conditions, modifications or amendments of the present contract must be made in writing in order to be valid. Any special agreements shall only apply to the specific case in question and not to earlier or later transactions conducted with the Buyer.

4. The Buyer shall be committed to orders placed with us for two weeks from the date of receipt by us. Any order placed on us shall only be binding with our written acceptance, notification of our willingness to supply or actual supply. Buyer shall waive receipt of the acceptance declaration pursuant to § 151 German Civil Code (BGB).

5. Our prices shall include the respectively valid Value Added Tax; starting from Pforzheim/Germany. They shall also include shipping, installation and packaging costs. If no fixed prices are settled in the contract, the prices valid as of the day of delivery shall be charged. Prices shall be valid for four months from the date of signature of the purchase contract. Prices applicable on the date of delivery shall apply if longer delivery periods have been agreed.

6. We shall retain all proprietary and copyright utilisation rights in costs quotations, drawings, samples and other documents without restriction; these may not be made available to any third parties. Any drawings or other documents forming part of an offer shall be returned to us immediately on request if no order is placed with us. The Buyer’s rights of retainer thereupon shall be excluded.

7. Confirmed prices are valid only if quantities are received for which these prices have been confirmed. If the ordered volume should not be met, we shall be entitled, following our discretion, to accordingly adjust the prices.

II. Delivery

1. Delivery periods and deadlines which can be subject to binding or non-binding agreements must be confirmed in writing in order to be valid. We reserve the right to make delivery deadlines subject to proper and prompt delivery on the part of our suppliers.

2. Four weeks after us failing to meet a non-binding delivery period or a non-binding delivery deadline the Buyer may demand us in writing to execute the delivery within an appropriate period of time. Such reminder notice shall constitute delay on our part. If, in the event that we have made default, the Buyer has granted us an appropriate additional time for fulfilment and this additional time has passed without effect, the Buyer is entitled to withdraw from the contract. The Buyer shall be entitled to claim for damages due to non-fulfilment amounting to the foreseeable damage only in case that the delay was caused by intention or gross negligence.

3. If the buyer defaults in acceptance of supplies or if he fails to cooperate in any other way, we shall be entitled to demand compensation for any damage or additional costs incurred. In this event, the risk of fortuitous loss or fortuitous deterioration of the purchased goods shall pass to Buyer on the date on which he defaults in acceptance.

4. The commencement of the delivery period specified by us shall be subject to the clarification of all technical details. Notwithstanding our rights in connection with the default of the Buyer a stipulated delivery deadline shall be prolonged by a period of time during which the Buyer is in delay with his obligations in terms of this contract. Moreover, the delivery periods shall be prolonged by periods of hindrances caused by force majeure.



III. Liability for Technical Defects

1. At first, defects of our products shall be covered by the guarantee to additional correction or supplementary delivery according to our discretion. If this additional fulfilment comes short, the Buyer is entitled, generally at his discretion, to demand a reduction of the price or to withdraw from the contract. However, if the contract is not fulfilled only in a minor way, especially in the event of only minor deficiencies, the Buyer shall not be entitled to withdraw from it.

2. The liability for defects shall not cover natural wear, damages caused after the transfer of risks due to faulty or negligent treatment, excess load, inappropriate operation means or operation area and such that arise due to chemical, electrochemical or electric influences; unless they constitute a precondition for use according to the contract. The aforesaid shall be applicable for alterations and restoration work on the delivered products carried out inappropriately by the Customer or third parties. Deviations in colour, shape, appearance or consistency that are minor, due to production or that arise naturally are excluded from liability for technical defects.

3. If, following failed rectification due to a legal or technical defect, the Buyer chooses to withdraw from the contract, he shall not be entitled to any further claim for damages due to the defect. If, following failed rectification, the Buyer chooses compensation for damage, the goods shall remain with the Buyer, if this is reasonable for him. Then, the compensation for damage shall be limited to the difference between the purchase price and the value of the faulty product. This shall not apply if the breach of the contract has been cunningly caused by us.

4. Contractors have to inform us in writing of apparent defects within a period of two weeks after the receipt of goods; if they fail to do so, the claim under the guarantee may not be asserted. To keep the period it is sufficient to post the notice in time. The entire burden of evidence for all the preconditions of claim, including above all evidence for the defect itself, for the moment of detection of the defect and for the timely manner of applying the claim shall be with the Buyer.

5. For contractors the guarantee period shall amount to one year as of the dispatch of goods. This shall not apply, if the Buyer has failed to inform us on the defect in time (item 4 of this clause). As regards used goods, the Buyer shall have to bear the burden of evidence for the defectiveness of the product.

6. The quality of the goods shall generally be determined only by the product description of the manufacturer. In addition, public announcements, lavish or advertising statements of the producer do not constitute any description of the quality of the goods according to the contract.

7. We shall not grant the Buyer any guarantees in legal terms. Guarantees of the manufacturers remain unaffected by this clause.


IV. Total Liability

As regards light negligent breaches of obligation, liability shall be limited to the foreseeable, immediate average damage that corresponds to the type of the goods and is typical for the given type of contract. This shall also be applicable in the event of light negligent breaches of obligation of our accomplices. We shall not be liable to contractors for light negligent breaches of minor contractual obligations. The aforesaid liability limitations do not apply to claims of the Buyer resulting from product liability. Moreover, the liability limitations shall not apply in the case of body and health injuries that can be attributed to us.


V. Payment

1. According to the agreement made, payment for deliveries is due, if not specified otherwise, no later than 30 days from the date of invoice. Payment shall be executed in such a way that we have the amount at our disposal on the due date. Any bill and discounting charges shall be borne by the Buyer. Exchange and discount charges shall be borne by the Buyer. They are immediately due and payable. For cash discount deduction a special written agreement is necessary. Payment shall be executed in such a way that we have the amount at our disposal on the due date. Any bill and discounting charges shall be borne by the Buyer.

2. If the Buyer falls into arrears with the payment of a receivable in connection with the business relations, we shall be entitled to require interest on overdue payment at least to the amount specified by the respective laws. Should we be able to prove higher damage caused by delay in payment, we shall be entitled to enforcement. However, the Buyer shall be entitled to prove to us that we have suffered no or a substantially lower damage due to the delay in payment. If the Buyer falls into arrears, we shall incidentally be entitled to make due such receivables that have not yet been due.

3. The Buyer shall only be entitled to set off his counterclaims, if these are valid, unquestionable or approved by us. He shall be further authorised to exercise the right of retainer inasmuch that his counterclaim is based on the same contractual relation. As far as the counterclaim is questionable, the Buyer shall not be entitled to the right of retainer.

4. If the Buyer falls into arrears or fails to discharge a due bill of exchange, we shall be entitled to take the goods back, or, if need be, to enter the Buyer's premises and take away the goods. Further, we can prohibit the resale and the transportation of the delivered goods. The removal of the goods does not constitute a withdrawal from the contract.

5. If, subsequently, we will learn that circumstances have arisen that result in a material deterioration of property conditions and if our payment claim would be endangered hereby, we shall be entitled to make due our receivables in full and regardless of the due dates of eventually received bills of exchange.

6. In the cases as detailed under the items 4 and 5 we can revoke the direct debit instruction (VI/4) and require advance payment for outstanding deliveries.

7. The Buyer can prevent the legal consequences as detailed under the items 4 to 6 by sufficient provision of a warranty deposit amounting to our endangered payment claim.

8. The legal provisions on the delay in payment shall remain unaffected. If the Buyer fails to comply with his payment or acceptance obligations, we shall be entitled to demand compensation for non-fulfilment of contract if the statutory prerequisites are met. In such cases, we shall be entitled to demand 30 % of the agreed payment as compensation, whereby proof of the damage incurred is not required. The Buyer shall be entitled to prove that no damage occurred or it was lower than the presented lump-sum.


VI. Reservation of Ownership

1. All delivered goods remain our property (purchased items) until all payment claims are met, especially also the respective remainder receivables that we are entitled to towards the Buyer in respect of the business relations with him. This shall also be applicable for future and conditional receivables, and also if payments are executed to especially marked receivables. If the purchased goods are processed with other items that do not belong to us, we acquire co-ownership on the new goods in a ratio of the purchased goods value to the other processed goods at the time of processing. Moreover, the same shall apply for the goods that were created by processing, as does for the purchased items delivered under reservation. If the purchased items are inseparably mixed with other items that do not belong to us, we acquire co-ownership on the new goods in a ratio of the purchased item value to the other mixed goods at the time of mixing. If the mixing is carried out in a way that the Buyer’s goods can be viewed as the main component, it is agreed that the Buyer shall pass on to us the co-ownership according to the appropriate share and the Buyer shall the thus arisen sole or co-ownership retain for us.

2. The Buyer shall only be entitled to resell the goods in the normal course of business and on his normal conditions, as long as he has not fallen into arrears, provided that the receivables from resale according to items 3 to 5 are transferred to us. He shall not be entitled to dispose of the purchased items in any other way.

3. The Buyer's receivables from resale of purchased items is already transferred to us. This shall be considered a security in the same way as the purchased item. If the purchased item is processed with other goods not belonging to us, we shall be transferred the receivables from resale in the ratio to the invoice value of the other goods sold. When selling goods on which we have co-ownership shares according to no. 2, we shall acquire the part that corresponds to our co-ownership share.

4. The Buyer is entitled to collect claims from resale, unless we revoke the direct debit instruction as specified in the cases detailed in sec. V/6. If we demand so, he is obliged to immediately inform his customers of the transfer to us – unless we do so ourselves – and to provide us with the necessary information and materials for the collection. The Buyer shall not be entitled to any other transfer of receivables in any way. This shall also be applicable for factoring that the Buyer is also prohibited to execute due to our direct debit instruction.

5. The Buyer is obliged to inform us immediately on attachment or other restraints on the part of third parties.

6. On request of the Buyer, we shall be obliged to release securities to which we are entitled to the extent that the value of such securities exceeds the claims to be secured by more than 20%; the choice of the securities to be released shall be at our discretion.


VII. Shipment, passage of risk, packaging, part delivery

1. We determine the means and way of shipping as well as the freight forwarder and shipper.

2. Goods that have been declared ready for shipment must be called off immediately, otherwise we shall be entitled, after submitting a remainder, at our discretion to ship the goods at the expense and risk of the Buyer or to store them and charge for them immediately.

3. If, not due to our fault, transport will be impossible in the envisaged way or to the envisaged location at the envisaged time, we shall be entitled to ship the goods on a different way or to another location; the arising extra cost shall be borne by the Buyer. The Buyer will have the opportunity to make a statement beforehand.

4. As soon as the goods have been handed over to a freight forwarder or shipper, at the latest, however, as soon as they leave the warehouse or the supplier’s premises, the risk – also that of seizure – in the case of all business transactions – also franco and free domicile deliveries – passes to the Buyer. We only provide for insurances after being thus directed by the Buyer as well as at his expense.

5. We may make part deliveries in a practicable volume resulting in our entitlement to demand a part payment in connection with the dispatched goods. In such cases, the Buyer shall be obliged to remit settlement proportionate to such part deliveries in accordance with the terms of payment specified under (V) above. Supplies of higher or lower volumes in comparison with the settled volume, as is usual in the respective branch, are permissible.


VIII. Jurisdiction - place of fulfilment

If the Buyer is a business person entered in the commercial register, jurisdiction shall be Pforzheim/Germany; however, we are entitled to sue the Buyer even at the court in his domicile. If not otherwise stated in the order confirmation, the place of fulfilment shall be Pforzheim/Germany. In the event that, after completion of the contract, the Buyer relocates his domicile or usual place of residence away from the field of action of the Federal Republic of Germany, Pforzheim/Germany shall be the jurisdiction. This also applies if the place of residence of the Buyer is unknown when legal action is brought.

The law of the Federal Republic of Germany shall apply. Application of the Hague Convention relating to a uniform law on the international sale of goods (EKG and EKAG) shall be excluded.

If individual stipulations of the contract with the Buyer including these general Terms and Conditions are or shall become ineffective to a full or partial extent, the validity of the remaining stipulations shall remain unaffected hereby. The stipulation that is inapplicable to a full or partial extent is to be replaced by such a stipulation the industrial effectiveness of which shall get as close as possible to the ineffective one. The same shall apply to eventual loopholes of the contract or the Conditions.