General Terms of Business

Preliminary remark: Provisions that are specially agreed within a contractual relationship shall have priority to the general terms of business. In case single provisions become ineffective, the other regulations shall remain effective.
The general terms of business of the buyer shall be agreed as effective only in so far as they are brought to the attention of the supplier timely, and in so far as they are not in contrary to the individually agreed and the following provisions.
 

1. Ordering and accepting orders
(1) All orders placed at the supplier directly by the buyer or by sales representatives shall require acknowledgment by a written confirmation of order, unless cash transactions.
(2) Deviations of the ordered or supplied products from the order, especially regarding material and finish, shall be expressly reserved within the framework of technical development.

2. Period for delivery
(1) In case a period for delivery is fixed or required, the following shall apply: The delivery dates given by the supplier shall be not binding, unless they are explicitly confirmed in writing as the "binding date of delivery" by the supplier.
(2) Delivery by the supplier shall be subject to the supplier being properly furnished by his suppliers. The supplier shall immediately inform the buyer if such a furnishing does not take place.

If the furnishing by the supplier's suppliers does not take place, the bill of sale shall be regarded as not concluded. The supplier assumes no risk of procurement.
(3) Condition for keeping the delivery period is the in-time performance of the contractual obligations assumed by the buyer, especially the agreed payments and, if required, the agreed securities.
(4) Furthermore, in case of a delay on responsibility of the supplier, the buyer shall be entitled to assert further rights only after a respite of minimum three weeks fixed after beginning of delay has expired without any result.

3. Shipment
(1) If shipment of the ordered products is required, it is performed ex supplier's head office and on account and at risk of the buyer. In default of special agreements, the supplier shall have the right to select the haulage company as well as the means of transportation. The risk shall pass over to the buyer ex supplier's head office when dispatched also in case carriage paid delivery has been agreed.
(2) In case shipment is delayed due to conditions caused by the buyer, risk shall already pass over to the buyer with the time of readiness for shipment. The costs arising due to the delay (especially storage expenses) shall be paid by the buyer).
(3) The supplier shall not be obliged to insure or have the consignment insured against damage in transit, unless the supplier has accepted such an obligation in writing.
 

4. Liability for defects
(1) The buyer shall be committed to inspect the delivered goods immediately after delivery and to report existing defects without delay (no later than the 5th workday following the day of delivery) to the supplier in writing. Defects being reported with delay, i.e. in contrary to the above commitment, shall not be considered by the supplier and shall be excluded from warranty.

Notification of defects shall be accepted by the supplier only if filed in writing. Notification of defects reported to sales representatives or haulers or other third parties shall not be considered as complaints in accordance with form and within the period stipulated.
(2) The return of the goods to the supplier in case of a defect can be performed only with prior consent of the supplier. Returns without the prior consent of the supplier must not be accepted. In such a case, the buyer shall pay the costs of the return.
(3) In case that due to a legitimate notice of defects, improvement or compensation delivery is performed, the provisions of the period for delivery are effective respectively.
(4) Existence of such a detected defect reported by an effective notification of defects justifies the following rights for the buyer:
  (a) In case of faultiness, the buyer shall first have the right to demand reperformance of the supplier.

The supplier shall have the right to select between redelivery of the product or repair of the defect on his own discretion.
  (b) Furthermore, the supplier shall have the right to perform another redelivery, again of his own choice, in case the reperformance failed.

Only after failure of the repeated reperformance, the buyer shall be entitled to withdraw from the contract or to diminish the purchase price.
(5) The buyer shall have the right to demand compensation or reimbursement of vain expenditure exclusively in case of culpable negligent or wilful violations of the commitment to deliver products free of defects. The buyer shall prove cause and extent of the damage. The same shall apply to the vain expenditures.
(6) The guarantee period for new and used goods shall be one year ex delivery. The buyer must prove in all cases that the defect already existed at the time of delivery.
 

5. Liability for supplier’s breach of duty in other cases

Without affecting the provisions of guarantee and other special regulations determined in these terms, in case of violation of commitment by the supplier, the following shall be effective:
(1) The buyer shall grant a period for reperformance of at least three weeks to the buyer in order to compensate for the breach of duty.

The buyer has the right to withdraw from the contract and/or claim compensation only after expiry of the period for reperformance without any result.
(2) The buyer has the right to assert compensation only in case of culpable negligent or wilful violation of duty by the supplier. Compensation instead of service (in case of non-performance, § 280 III and § 281 Federal Civil Code (BGB)) as well as delaying damage (§ 280 II and § 286 Federal Civil Code (BGB)) shall be limited to the interest due to reliance on trustworthiness; compensation for service not performed or not performed as owed (§ 282 Federal Civil Code (BGB)) shall be limited to the amount of the purchase price. Compensation instead of service with exclusion of duty of service (impossibility) shall be excluded.
(3) In case the buyer is solely or mainly responsible for conditions entitling him to withdraw from the contract, or if the condition entitling him to withdraw from the contract occurred during the acceptance delay of the buyer, withdrawal shall be excluded.
 

6. Exclusion of risk of procurement and warranties

The supplier does not accept any risk of procurement or any other similar warranties, unless an explicit written agreement has been arranged with the buyer.
 

7. Prices

Prices are calculated from the supplier's head office in euro (EUR) and do not include applicable sales tax.
 

8. Terms of payment
(1) All invoices of the supplier shall be paid according to the mutual agreed terms of payment.
(2) When exceeding the period allowed for payment and after a notice of default, interest payable on arrears at the rate of 8% above the currently valid base interest rate of the Deutsche Bundesbank shall be paid plus the amount of the invoice.
(3) Bills of exchange shall be accepted for payment only after prior written agreement. Discounting expenditures are charged by the supplier, starting at the maturity date of the invoice, independent of the date of the acceptance of the bill of exchange. The supplier shall not accept any guarantee for in time collection or in time protest.
(4) In case that bills of exchange or checks are not credited on schedule by the drawee, all other existing claims of the supplier against the buyer shall become payable at this time. Other existing periods of payment shall expire. The same shall apply in the event a claim is not paid when due.
(5) A reservation of payment or balancing of costs due to possibly existing counterclaims of the buyer except undisputed or legally binding claims shall be excluded.
(6) All claims of the supplier against the buyer arising from any legal relationship whatsoever shall become payable at once if a situation occurs that entitles the supplier to withdraw from the contract according to the legal or contractual regulations.
 

9. Reservation of title
(1) Every product delivered by the supplier shall remain property of the supplier until the purchase price is completely paid and all other claims resulting out of the business relation have been settled (extended reservation of property).

A disposition, however it may be, of the goods under reservation of title by the buyer is allowed only within the regular business transactions of the buyer. Under no circumstances shall the goods be made over to third parties for security reasons within the regular business transactions.
(2) In case of sale of the goods within the regular business transactions, the paid purchase price shall replace the product. At that time already, the buyer cedes all claims resulting out of a possible disposition over to the supplier. The buyer is entitled to collect these claims as long as he fulfils his payment duties against the supplier. With regard to the extended reservation of title (advance transfer of the respective purchase price claim), a cession over to third parties, especially to a credit institute, shall be regarded as contrary to the contract and thus inadmissible. The supplier shall have the right to check the sales documents of the buyer at any time and to inform the buyer's customers of the cession.
(3) In case the claim of the buyer out of the resale has been included in a current account, the buyer cedes with that also his claim out of the current account against his customer over to the supplier. The cession shall be to the amount that the supplier has charged the buyer for the resold reserved products.
(4) In case of a seizure of the goods at the buyer, the supplier shall be immediately informed by sending a copy of the compulsory execution report and a declaration in lieu of an oath that the seized goods are the goods delivered by the supplier and being under reservation of property.
(5) If the value of the securities in accordance with the paragraphs above in this section exceeds the amount of the still open claims secured by that for a foreseeable time by more than 20%, the buyer shall be entitled to claim the release of securities to the extent that level is exceeded.
(6) The enforcement of the supplier's rights out of the reservation of title shall not release the buyer from his contractual duties. The value of the products at the time of the return is only charged with the existing claim of the supplier against the buyer.
 

10. Supplier’s right of withdrawal

The supplier shall be entitled to withdraw from the contract for the following reasons:
(a) If, in contrary to the assumption prior to conclusion of contract, the supplier has reason to doubt the buyer's creditworthiness. Credit unworthiness can be assumed without further ado in case of rejection of bills or checks, suspension of payment by the buyer, or if the buyer is the object of an ineffective compulsory execution. It is not required that the relationships are between the supplier and the buyer.
(b) If it proves that the buyer has given incorrect information regarding his creditworthiness and that these information are of considerable importance.
(c) If the goods being under reservation of title of the supplier are disposed of in another way than within the regular business transactions of the buyer, especially by security cession or seizure. The only exceptions shall be in so far as the supplier has declared his consent to the disposal in writing.
 

11. Place of contract fulfilment and court of jurisdiction
(1) As the buyer is an employer or legal entity of the public law or separate property under public law, the headquarters of the supplier shall be the exclusive court of jurisdiction for all liabilities resulting directly or indirectly out of the contractual relationship. All duties resulting out of the contractual relationship shall be regarded as to be fulfilled at the headquarters of the supplier.
(2) In any case, especially for international deliveries, the law of the Federal Republic of Germany shall be effective.
 

Dornstadt, August 01, 2011