General Terms and Conditions of Delivery and Payment

I. Scope of validity
II. Offer and conclusion of contract
III. Payment conditions
IV. Period of delivery and performance
V. Transfer of risk - shipping / packaging
VI. Warranty / liability
VII. Retention of title
VIII. Place of performance, court of jurisdiction, applicable law

I. Scope of validity

1.

The following terms of sales shall apply to all contracts concluded between the buyer and us concerning the delivery of goods. They also apply to all future business relations, even if they are not agreed explicitly. Any other conditions of the buyer that we do not expressly recognise shall not apply to us, even if we have not expressly objected to such conditions. The following terms of sales shall also apply if we, being aware of the buyer’s conditions which are contrary to or deviate from ours, carry out delivery to the buyer without reservation.

2.

All agreements between the buyer and us for the implementation of purchase agreements are in writing in the contracts.

II. Offer and conclusion of contract

1.

Any order from the buyer, which can be qualified as an offer to conclude a purchase contract, can be accepted by us within a period of two weeks by sending an order confirmation or by sending the products ordered within the same time period.

2.

Our offers are without obligation and subject to change, unless we have explicitly defined them as binding.

3.

We hereby reserve the ownership, copyright and other proprietary rights of all illustrations, calculations, drawings and other documents. The buyer may only transfer these on to third parties with prior written approval, irrespective of whether they were marked as confidential or not.

III. Payment conditions

1.
All of our prices are quoted “ex works” without packaging, unless otherwise stipulated in the order confirmation. Our prices do not include the applicable legal sales tax. This will be listed separately on the invoice in the amount valid on the day of invoicing.

2.

A discount is only permissible if agreed in writing between us and the buyer. The purchase price is payable net (without deduction) immediately upon receipt of the invoice by the buyer, provided that no other payment period was stated in the confirmation of order. Payment is only considered to have been rendered, when we have the funds at our disposal. In case of payment by cheque, the payment shall only be considered rendered, when the cheque has cleared.

3.

If the buyer should be in default of payment, the statutory provisions shall apply.

4.

The buyer is only entitled to offset charges, including where defects are notified or counter-claims are made, if the counter-claims have been legally established, recognised by us or are not disputed. The buyer shall only be entitled to exercise a right of retention if their counter-claim is based on the same contractual relation.

IV. Period of delivery and performance

1.

Delivery dates or deadlines that have not been explicitly agreed as binding shall be deemed to be exclusively non-binding information. The delivery time we specify will only begin after all technical issues have been settled. Similarly, the buyer shall fulfil all of their obligations properly and in a timely manner.

2.

If the purchase contract in question is a transaction where time is essential according to § 286, section 2, number 4 of the German Civil Code or § 376 of the German Commercial code, we shall be liable in accordance with the statutory provisions. The same shall apply if, as a result of a delivery default attributable to us, the buyer is entitled to assert claims based on the discontinuance of their interests in the further performance of the contract. In this case, our liability will be limited to the foreseeable, typically occurring damage if the delivery default is not caused by an intentional infringement of the contract for which we can be held responsible, whereby any fault of our representatives or vicarious agents shall be deemed to be attributable to us.

3.

Similarly, we shall be liable to the buyer for delivery default according to the legal regulations, if this due to a deliberate or grossly negligent breach of contract by us, whereby any fault of our representatives or vicarious agents shall be deemed to be attributable to us. Our liability will be limited to the foreseeable, typically occurring damage if the delivery default is not caused by an intentional breach of contract for which we can be held responsible.

4.

If a delivery default for which we can be held responsible is based on the culpable breach of a contractual obligation, the fulfilment of which facilitates the proper implementation of the contract in the first place and on which the buyer can reasonably expect to be able to rely, whereby any fault of our representatives or vicarious agents shall be deemed to be attributable to us, we shall be liable in accordance with the statutory provisions with the proviso that in such a case, the compensation liability shall be limited to the foreseeable, typically occurring damage.

5.

Otherwise, in the case of a delivery default attributable to us, the buyer is entitled to claim payment of a flat-rate compensation for delayed delivery of 3 % of the delivery value per full week of delay, but not more than 15% of the delivery value.

6.

Any further liability for a delivery default attributable to us is excluded. Other legal claims and rights of the buyer, to which they are entitled in addition to the compensation claim due to a delivery default attributable to us, shall remain unaffected.

7.

We shall be entitled at all times to undertake partial deliveries and provide partial performances, provided this is reasonable for the customer.

8.
Should the buyer be in default of acceptance, we are entitled to demand compensation for the damages incurred by us including any extra expenses. The same applies if the buyer culpably violates their co-operation obligations. Whenever the buyer fails to accept delivery or accepts delivery late, liability for the goods, the risk of accidental deterioration and the accidental loss of the goods shall pass to the buyer.

V. Transfer of risk - shipping / packaging

1.

Uninsured loading and shipping are carried out at the risk of the buyer. We will make every effort to consider the requests and interests of the buyer with regard to the type of shipment and shipment route; any additional costs resulting from this, even in the case of agreed carriage-free delivery, are borne by the buyer.

2.

We shall not accept returns of transport and other packaging material according to the packaging regulations; with the exception of pallets. The buyer shall dispose of all packaging at their own expense.

3.

If delivery of the shipment is delayed at the buyer's request or due to a fault on the buyer's part, the goods will be stored at the buyer's expense and risk. In this event, notice that the goods are ready to be dispatched is treated as equivalent to the dispatch.

4.

At the request and expense of the buyer, we will insure the delivery with transport insurance

VI. Warranty/liability

1.

Defect claims of the buyer shall only exist if the buyer has duly complied with their inspection and complaint claim obligations in accordance with § 377 of the German Commercial Code.

2.

In the case of justified complaints, under exclusion of the buyer’s right to withdraw from the contract or to lower the purchase price (reduction), we shall be obliged to undertake supplementary performance, unless we are entitled to refuse the supplementary performance due to legal regulations. The buyer must grant us a reasonable period for such supplementary performance. The supplementary performance can be rectification of defects (reworking) or delivery of new goods - whatever the buyer decides. In the event that we rectify the defects, we shall bear all necessary expenses, to the extent such expenses are not increased due to the fact that the object of the contract is in a place other than the place of performance. If such supplementary performance is unsuccessful, the buyer may choose to demand a reduction of the purchase price (reduction) or declare their withdrawal from the contract. Rectification shall be deemed to have failed after the second attempt in vain, unless further attempts are reasonable in view of the object of the contract and can be reasonably imposed on the buyer. Claims for damages because of a defect relating to the following conditions may only be asserted by the buyer, should the supplementary performance fail. The right of the buyer to assert a further claim according to the following conditions remains hereby unaffected.

3.

The warranty claims of the buyer shall lapse one year after the delivery of the goods to the buyer, unless we have intentionally concealed the defect; the statutory provisions shall apply in this case. Our obligations under section VI paragraph 4 and section VI paragraph 5 shall remain unaffected.

4.

We are legally obliged to take back the new goods or to reduce the purchase price (reduction) even if a grace period has not been established as is otherwise required, if the buyer’s customer, as the consumer of the sold new movable goods (consumer goods purchase), had the right to demand, due to a defect in such goods, that the buyer take back the goods or reduce the purchase price (reduction) or to assert a resulting recourse claim against the buyer. We are also obliged to compensate the buyer for any expenses, especially transport, carriage, labour and material costs, which the buyer had to bear in relation to the end consumer as part of the supplementary performance due to any defect that existed at the time the risk associated with the goods was passed by us on to the buyer. This claim is excluded if the buyer has not duly complied with their inspection and complaint claim obligations in accordance with § 377 of the German Commercial Code.

5.

The obligation in accordance with section VI paragraph 4 is excluded if the defect is due to advertising claims or other contractual obligations that do not originate with us, or if the buyer has given the end consumer a special guarantee. The obligation shall also not apply if the buyer, due to statutory provisions, is not obliged to exercise the warranty rights towards the end consumer or did not give notice of defects in respect of a claim made upon them. This shall also apply if the buyer has accepted warranties towards the end consumer beyond the scope stipulated by law.

6.

In accordance with the statutory provisions, we accept liability for, irrespective of the following and preceding limitations of responsibility, damages to life, body and health, which are due to a negligent or wilful breach of duty by us, our legal representatives or our vicarious agents as well as for damages covered by the liability under the German Product Liability Act. We shall be liable for damages that are not included in clause 1 and which are based on intentional or grossly negligent breaches of duty or fraudulent intent by us, our legal representatives or our vicarious agents, in accordance with the statutory provisions. In this case, however, the liability for damages shall be limited to the foreseeable damages typically occurring, insofar as we, our legal representatives or our vicarious agents did not act intentionally. To the extent, that we have provided a guarantee for the quality or durability of the goods or parts thereof, we shall also be liable within the scope of this guarantee. For damages, which are based on the lack of the guaranteed quality or durability, but that do not occur directly on the goods, we shall only be liable when the risk of such a damage is clearly covered in the warranty in terms of quality or durability.

7.

We shall also be liable for damages we cause in the case of a negligent violation of our contractual duties, the fulfilment of which render the proper implementation of the contract at all possible and on which the buyer can reasonably expect to be able to rely. However, we shall only be liable insofar as the damage is typically associated with the contract and is foreseeable.

8.

Any further liability is excluded, regardless of the legal nature of the claim asserted, this shall apply in particular to tort claims and claims to compensation of futile expenses in lieu of performance; this shall not affect our liability in accordance with section IV paragraph 2 to Section IV, paragraph 5 of this contract. To the extent that our liability is excluded or limited, the same shall also apply to the personal liability of our employees, workers, personnel, legal representatives and vicarious agents. Claims for damages made by the buyer due to defects are limited to one year from date of delivery of the goods. If we, our legal representatives or our vicarious agents are responsible for causing injuries to a person’s life, body or health, or if we or our legal representatives have acted intentionally or with gross negligence, or if our simple vicarious agents have acted intentionally, then the statutory limitation periods shall apply for the damage claims made by the buyer.

VII. Retention of title

1.

Until fulfilment of all demands, including the settlement of all outstanding current account balances against the buyer to which we are now or will in the future become entitled, all of the supplied goods (goods subject to retention) shall remain in our ownership. Should the buyer behave in a way that is contrary to this contract, e.g. delays payment, we have the right to take back the goods subject to retention after previously setting an appropriate period. If we take back the goods subject to retention, this will represent a withdrawal from the contract. If we seize the goods subject to retention, this will represent a withdrawal from the contract. We are entitled to utilise the goods subject to retention after we seize them. After deduction of an appropriate amount for the utilisation costs, we shall deduct the proceeds from the amount owed us by the buyer.

2.

The buyer has to treat the goods subject to retention with care and insure them for the replacement value against fire, water damage and theft at their own expense. Any maintenance and inspection work that is necessary must be carried out by the buyer at their own expense and in due time.

3.

The buyer shall be entitled to duly sell and/or use the goods subject to retention in the ordinary course of their business, provided that they are not in default of payment. Pledges or collateral assignments are not permitted. Any claims arising from onward sale or another legal reason (insurance, unlawful act), which arise with respect to the goods subject to retention (including the settlement of all outstanding current account balances), shall be hereby assigned to us by the buyer in advance by way of security to the fullest extent; we hereby accept such assignment. We hereby authorise the buyer to collect claims assigned to us for their own account and in their name. This authorisation can be revoked at any time, if the buyer does not properly fulfil their payment obligations. The buyer is also not entitled to assign such claims for the purpose of collecting the claims by way of factoring, unless an obligation is simultaneously imposed on the factoring, as effecting the consideration to the amount of the claims for as long as there are still claims from us against the buyer.

4.

Any processing or restructuring of the goods subject to retention by the buyer is always carried out for us. Insofar as the goods subject to retention are processed together with other goods which do not belong to us, then we acquire co-ownership of the new goods based on the ratio of the value of the goods to be retained (billing amount including value added tax) to the other processed goods, as at the time of processing. The provisions applying to the retained goods shall also apply to the new goods produced by way of this processing. If the goods subject to retention are inseparably mixed together with other goods which do not belong to us, then we acquire co-ownership of the new goods based on the ratio of the value of the goods to be retained (billing amount including value added tax) to the other mixed goods, as at the time of mixing. If the object of the buyer is considered to be the main object as a result of such mixing, we and the buyer are in agreement that the buyer proportionately transfers us co-ownership of such goods; we hereby accept such a transfer. The buyer shall retain our right of sole or co-ownership of the goods.

5.

In cases where third parties access the goods subject to retention, especially in the case of pledging, the buyer shall point out our ownership and immediately inform us accordingly, so that we can assert our ownership rights. Insofar as the third party is not in a position to reimburse us for the legal or out of court expenses incurred in this respect, this shall be the responsibility of the buyer.

6.

We are obliged to release the securities owed to us, insofar as the realisable value of our securities will not exceed the receivables to be secured by more than 10%, in this case we are responsible for selecting the securities to be released.

VIII. Place of performance, court of jurisdiction, applicable law

1.

The place of performance and jurisdiction for deliveries and payments (including legal action in connection with payment by cheque and bills of exchange), as well as all disputes arising between us and the buyer based on the purchase contracts concluded between us and the buyer shall be our registered office. However, we shall also be entitled to sue the buyer at their place of residence and/or place of business.

2.

The relationship between the contracting parties is subject exclusively to the laws of the Federal Republic of Germany. Application of the UN convention on purchases is barred.