General Terms of Delivery and Payment

Area of validity

1. These sales terms apply to companies, legal public persons and public assets. Our supply and
services are conducted exclusively on the basis of the following terms. Terms and conditions
of the partner which are not expressly acknowledged by us are not valid. Other terms of the
buyer in an order also have no validity if we do not expressly contest them.

General terms

2. The contractual partners will confirm individual verbal agreements immediately in writing.

3. Orders first become binding with our order confirmation.

4. The details and illustrations in brochures and catalogues are industry standard approximate
values, unless they are specifically termed binding by us. Agreements or other declarations
are only binding if they are submitted or confirmed by us in writing.

Long term and call contracts, price adjustments

5. Internet orders are first considered to be accepted on confirmation.

6. For deliveries which are carried out 3 months or later after the contract has been signed and
for long term contracts (contracts with a duration of more than 3 months as well as contracts
without a fixed term) each contractual partner is entitled to require a suitable adjustment to the
price if a significant change of the wage, materials or power costs has arisen.

7. If a binding order amount has not been agreed, we will base our calculations on the
anticipated non-binding order amount of a partner for a specific period of time (planned
If the partner orders less than the planned amount we are entitled to increase the price per
piece accordingly by a suitable amount. If he orders more than the planned amount we reduce
the price per piece if the partner has informed us of the increased requirement at least 3
months prior to the order delivery.

8. For supply contracts which are on call, binding amounts have to be communicated to us, if not
otherwise agreed, at least 2 months prior to the delivery date by call. Additional costs which
are caused by a later request or subsequent changes to the request regarding time or amount
by our partner, are charged to him; this is based on our calculation.

9. Our offers are subject to alteration. All agreements, including those of our external sales staff,
first become legally binding on written confirmation.


10. Each contractual partner will only use all documents and knowledge received within the
business relationship (including samples, models and data) for the mutually pursued
objectives and will retain confidentiality towards third parties to the same extent as if they were
his own documents, if the other contractual partner defines them as confidential or has a clear
interest in their non-disclosure. This obligation begins from the initial receipt of the documents
or knowledge and ends 36 months after the end of the business relationship.

11. The obligation does not apply for documents and knowledge which are generally known or
already known to the contractual partner on receipt, without him being obliged to nondisclosure,
or subsequently are provided by a third party with the appropriate authorisation or
is developed by the recipient contractual partner without the use of confidential documents or
knowledge of the other contractual partner.

Diagrams and descriptions

12. If one contractual partner provides the other with diagrams or technical documents relating to
the goods to be supplied or their manufacture, these remain the property of the contractual
partner providing them.

Samples and manufacturing means

13. The production costs for samples and manufacturing means (tools, moulds, templates
etc.) are invoiced separately from the goods to be delivered, if not agreed otherwise.

14. The costs for maintenance and appropriate storage and the risks of damage or destruction of
the means of manufacturing are our responsibility.

15. If the partner interrupts or terminates the cooperation during the manufacturing time of the
samples or the manufacturing means, he bears the responsibility for all costs arising up to that

16. Even if paid for by the partner, the means of manufacture remains our property, at least until
the supply contract is processed. According to this the partner is entitled to requested the
manufacturing means if there is mutual agreement on the point in time of handover and the
partner has fully met his contractual obligations.

17. We store the means of manufacturing at no charge for 3 years after the last delivery to our
partner. After this time we request in writing from our partner that he states how they should
be used within 6 weeks. Our storage obligation ends if there is no statement after these 6
weeks or no new order is placed.

18. Customer specific manufacturing means can only be used by us for supply to third parties on
written approval of our partner.

19. By paying for part of the cost of tools the ordering party does not acquire rights to the tools.


20. Our prices are in Euros excluding VAT, packaging, freight, postage and insurance.

Terms of payment

21. The buyer carries the costs of payment transaction.

22. If we have without doubt delivered defect goods, our partner is nevertheless obliged to make
payment for the portion of the delivery which is not defective, unless the part delivery is not of
interest for him. The partner can only enforce rights of retention or settlement with legally
binding or undisputed contesting claims.

23. If payment targets are exceeded, we are entitled to charge interest rates at the level at which
the bank charges us for current account credit, but at least at eight percentage points above
the valid base interest rate of the European Central Bank. We reserve the right to provide
proof of higher damages.

24. In the event of payment default we can cease to fulfill our obligations after written notification
to the partner until receipt of payment.

25. Bills of exchange and cheques are only accepted on agreement and only to the extent of
fulfillment and under the precondition of discountability. Discount charges are invoiced based
on the due date of the invoice amount. There is no guarantee for the timely submission of the
bill of exchange and cheque and for contesting a bill of exchange.

26. If it becomes clear after signing the contract that our payment claims are endangered by a lack
of performance by the partner, we can refuse to supply the service and define a reasonable
period for the partner by which he has to pay on a case by case basis for delivery or to provide
sureties. In the event of refusal by the partner or if the period passes without success we are
entitled to withdraw from the contract and claim damages.


27. Solely our details on weight and our weighing are the basis for the proof of delivery amounts.

28. If not otherwise agreed, we deliver "ex-factory" in accordance with your choice. The
adherence to delivery schedule or the delivery period is based on the notification of the
readiness to dispatch or collect by us.

29. The delivery period begins when we send the order confirmation and is extended within
reason if the preconditions of force majeure (clause 60) apply.

30. Partial deliveries are allowed to a reasonable extent. They are invoiced separately.

31. Additional delivery arising from manufacturing within a tolerance range of 15 to 20 percent of
the total volume of the order is allowed. The total price changes accordingly.

Dispatch and transfer of peril

32. The costs of returning goods are the responsibility of the buyer. Returns from Internet orders
need to be approved.

33. Goods notified as being ready for dispatch have to be accepted by the partner within 4 work
days. Otherwise we are entitled to send them of our own accord or to store them at the cost
and risk of the partner. Delivered objects have to be accepted by the buyer, even if they show
significant defects without affecting his rights with regards to any defects.

34. In the absence of any special agreement we select the transportation method and route.

35. On handing over to the railways, the forwarding agent or the freight agent or at the beginning
of storage, but at the latest on leaving the factory, the peril is transferred to the partner, even if
we have assumed responsibility for the delivery.

Delivery default

36. If we can identify that the goods cannot be delivered within the delivery period, we will
immediately inform the partner in writing of the reasons for the delay and, where possible, the
estimated time of delivery.

37. If the delivery is delayed through force majeure (clause 59) or by activities or lack of activities
by the partner, an extension is agreed which is reasonable within the circumstances.

38. The partner is only entitled to withdraw from the contract if we have to represent the nonadherence
to the delivery date and he has set us a reasonable extension period without

Reservation of ownership

39. We reserve the right to ownership of the delivered goods until fulfillment of all requirements
arising from the business relationship with the partner.

40. The partner is entitled to sell these goods in a proper business transaction as long as he fulfills
his obligations arising from the business relationship in a timely manner. He may not however
use the reserved goods as deposit or security. He is obliged to secure our rights in the event
of credit resale of the reserved goods.

41. In the event of violations of obligation by the partner, especially in the case of payment default
we are entitled to withdrawal and return after an unsuccessful extension period of 10 days; the
statutory conditions regarding the dispensability of a period remain intact. The partner is
obliged to a handover without us informing him previously of the withdrawal.
We are entitled to withdraw from the contract if insolvency proceedings are opened relating to
the partner’s assets.

42. The partner already forfeits the rights to all demands and entitlements arising from the sale of
or, if appropriate, rental of goods to the partner, where we have ownership rights. We herewith
accept the forfeit.

43. Any processing or further development of the reserved goods is undertaken by the partner on
our behalf. If the reserved goods are processed together with other objects not owned by us or
inseparably mixed, we buy the co-ownership of the new goods in relation to the invoice value
of the reserved goods to the other processed or mixed objects at the point in time of
processing or mixing.
If our goods are combined with other mobile objects to a unified product or inseparably mixed
and the other good is considered the primary good the partner transfers partial co-ownership
to us in as far as the other goods are owned by him. The partner keeps the property or coproperty
on our behalf. Above and beyond this the same applies for the object arising from
processing, combining or mixing as for the reserved goods.

44. The partner is obliged to inform us immediately of any third party execution measures on the
reserved goods, on payment obligations made to us or on other securities, and to provide the
necessary documentation for an intervention. This also applies for other types of restrictions.

45. If the value of the existing sureties exceeds the total amount of the secured claims by more
than 20 percent we are obliged to release sureties if required by the partner after our

Material defects

46. In the case of special manufacture, the client is only entitled to withdraw from the contract if
we have refused subsequent fulfillment.

47. The qualities of the goods are based exclusively on the agreed technical delivery stipulations.
In the event that we have to deliver in accordance with diagrams, specifications, samples etc.
of our partner, this partner accepts responsibility for the risk of suitability for the intended

48. For defects which arise from unsuitable or unprofessional use, deficient assembly and /or
operation by the partner or third parties, usual wear and tear, defect or unprofessional
handling, we do not accept liability. This also applies for the consequences of unprofessional
modifications or modifications or repairs undertaken without our approval by the partner or a
third party.

49. The lapse of claims relating to defects is based on legislation if no other agreements are met.

50. If we deliver on the basis of a purchasing agreement and a defect is identified on delivery of
the goods to our partner, our partner is obliged to note the defects in the dispatch documents
and to inform us in writing of the defects on the second day after delivery at the latest.
If the acceptance of the goods or the checking of an initial sample has been agreed as basis
for the payment being due, it is not possible for the partner to subsequently complain of
defects that could have been identified at the inspection or on checking the initial sample.

51. We must have the opportunity to identify the defect. If the partner does not fulfill this obligation
or if he makes changes to goods without our authorisation which are featured in the complaint,
he forfeits all claims.

52. In the case of defects which arise within 12 months of delivery/inspection we can choose to
improve or replace the goods; we are also entitled to credit the invoiced amount instead of
removing the defects.
We do not grant guarantees for defects which do not or only to insignificantly restrict the use of
our delivery as defined in the contract.

53. If we do not respond to a justified and timely complaint relating to defects in accordance with
the contract within a reasonable period, the partner can set us a final date in writing by which
we have to fulfill our guarantee obligations. Should this period end without success the partner
can withdraw from the contract or make the necessary improvements himself or have them
carried out by a third party at our risk and cost. In the event of subsequent fulfillment we
assume responsibility for the necessary transport, way, work and materials costs to a
reasonable extent, but up to a maximum value of the product to which the complaint relates.
We will not assume responsibility for additional expenses arising from the fact the defective
object is at a location other than the delivery location, unless that corresponds to the defined
utilisation of the goods. The defect is removed by our own employees or by a subcontractor
according to our choice. Costs for repair work contracted by the partner to third parties without
our express approval will not be reimbursed. There is no provision for further entitlements,
especially claims relating to compensation for damage, which is not on the delivered good
Complaints and delivery defects are only taken into account if they are communicated in
writing immediately after receipt of the delivery.

54. If we have to deliver based on diagrams, models or samples of our partner, our partner
guarantees us that the objects manufactured in accordance with his specifications do not
violate commercial copyrights of third parties. In the event that a third party forbids us the
production or delivery of the objects in reference to his protection rights, we are entitled,
without previously checking the legal situation to cease production or delivery and to desire
reimbursement of the arising costs from our partner. In the event that, from such a case, we
incur damage from the violation or validation of protection rights by third parties, our partner
has to provide us with compensation and/or to exempt us from the resulting damage.
Our partner can only make reversion claims against us if the partner has not reached an
agreement with his buyer which exceeds statutory claims in the event of defects. Furthermore
clause 53 (last sentence) applies accordingly for the claims.

Other claims, liability

55. If no other agreements are met in the following, there can be no other and more extensive
claims by the partner. This especially applies for claims for damage compensation due to
violation of obligations from the debtor relationship and activities which are not permitted. We
do not therefore accept liability for damage which has not arisen on the delivered goods. We
especially do not accept liability for earnings forfeited or other damage to the partner’s assets.

56. The above named limitations of liability do not apply in the case of intention, gross negligence
of our legal representatives or management or by culpable breach of significant contractual
terms. In the event of culpable breach of significant contractual obligations we accept liability –
except in cases of intent or gross negligence of our legal representatives or management –
only for the contractually typical damage which can be predicted within reason.

57. Furthermore the limitation of liability does not apply in the cases where there is liability for
damage to persons and property for privately used objects in the event of defects on the
supplied goods according to product liability legislation. It also does not apply in the case of
injury to life, body or health and if assured features are missing, if and to the extent that the
assurances served to safeguard the partner against damage which did not arise on the
delivered goods.

58. The extent to which our liability does not apply or is limited also applies for the personal
liability of our staff and legal representatives and persons acting on or behalf.

Force majeure

59. Force majeure, industrial disputes, disturbances, local authority measures, missing deliveries
from our suppliers and other unpredictable, unavoidable and serious events exempt the
contractual partner for the duration of the problem and to the extent of its impact from the
performance obligation. This also applies if these events occur at a point in time when the
affected contractual partner is late, unless the tardiness is caused intentionally or through
gross negligence. The contractual partners are obliged to immediately provide the required
information where reasonable and to adjust their obligations to the best of their knowledge to
address the changed circumstances.

Fulfillment location, court of jurisdiction and applicable law

60. If the order confirmation does not indicate otherwise, our company location is the location of

61. For all legal disputes, including those concerning a bill of exchange or cheque processes, our
company location determines the court of jurisdiction. We are also entitled to take legal
proceedings at the location of the partner. Otherwise the court of jurisdiction is based on
German and/or EU law.

62. Solely the law of the Federal Republic of Germany and EU laws apply to the contractual
relationship. The UN Agreement of April 11, 1980 on goods purchasing contracts (CISG –
"Wiener Kaufrecht") cannot be applied. The fulfillment location is also based on German
and/or EU law.

63. If contractual documents (e.g. proposal, order confirmation, additional agreements, correspondence etc.) are available in two languages, only the German version is valid in any
interpretation issues.





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