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Conditions of Sale and Supply

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1. General

1.1 Delivery of our goods and services shall be governed solely by our terms and conditions of delivery. The customer's general terms of business shall not form part of the contract even if we do not expressly reject them in each individual case.
1.2
The following terms of delivery shall apply solely to companies, legal entities under public law and special funds under public law.

2. Conclusion of Contract, Form

2.1 The customer shall be bound by the order (quotation) for 3 weeks from when it is received by us unless declared otherwise in the order. If the acceptance or rejection of the order has to made abroad, the period of commitment shall be 4 weeks.
2.2 The contract shall come into force with our written order confirmation (acceptance) that may also be composed in electronic form (§ 127 BGB).
2.3
All agreements in connection with our goods and services must be made in writing or in electronic form in order to be legally valid.

3. Ex works delivery

Deliveries shall be made ex works at the expense and risk of the customer. We shall have fulfilled our delivery obligation when the goods are handed over for transportation.

4. Delivery dates and deadlines, partial fulfilment, delays

4.1 Delivery dates and deadlines shall only be binding if they have been agreed in writing or in electronic form (cf. Clause 2.3).
4.2 We shall be entitled to fulfil the contract in instalments as long as the customer can be reasonably expected to accept such instalments.
4.3 Delivery deadlines shall be extended - without prejudice to our rights arising from customer delays - by the period by which the customer is late in providing documentation, approvals and acceptances for which the customer is responsible, in making agreed downpayments or fulfilling other obligations towards us arising from the order. The above sentence shall apply mutatis mutandis to delivery dates.
4.4 In the case of Acts of God or other unforeseeable, extraordinary circumstances for which we are not responsible, e.g. industrial disputes, malfunctions in our plant and machinery as a result of fire, floods and similar events, interruptions in the supply of power and materials, breakdowns in the transportation system, interventions by the authorities or similar events, the agreed delivery deadlines shall be extended by a suitable length of time if these circumstances prevent us from fulfilling the contract on time. The same shall apply if one of our own suppliers fails to deliver on time due to one of the abovementioned events. The last two sentences shall apply mutatis mutandis to delivery dates.
4.5 If as a result of one of the events mentioned in Clause 4.4 occurring, delivery of our goods or services becomes impossible or cannot be reasonably expected of us, we shall be entitled to withdraw from the contract by means of written notification as long as we have informed the customer immediately in writing of the obstacles which have arisen. In the event of withdrawal, we shall immediately reimburse the customer for any consideration performed by the customer with regard to the goods and services affected by the withdrawal.
4.6 If the customer suffers damages because we culpably fail to meet binding delivery deadlines or dates or because we become delayed, all compensation claims shall be limited to 2/3 of the proven damages if they do not exceed € 3,000; otherwise they shall be limited to half the proven damages. The above liability restriction shall not apply if we are guilty of intent or gross negligence or we are responsible for injuring life and limb.

5. Endangerment of claims

If the customer's financial circumstances take a substantial turn for the worse as a result of which our claims are endangered, or if it turns out that bankruptcy proceedings have been opened concerning the customer's assets within the last 3 years prior to the conclusion of the contract, or have been rejected due to insufficient funds, or that the customer has made a statutory declaration regarding his financial circumstances or that an arrest warrant has been issued in this regard, we shall be entitled to demand prepayment from the customer or security in the form of a bank guarantee. If the customer fails to meet this demand within a reasonable period of time, we shall be entitled to withdraw from the contract by means of a declaration made in writing or electronic form (§ 127 BGB). Other statutory claims shall remain unaffected.

6. Prices

6.1 Our prices are ex works in euros (€) excluding packaging plus the current rate of VAT.
6.2 If prices are not expressly agreed, our list prices valid at the time of the order shall apply.
6.3 If we erect or install the delivered goods, the customer shall bear all the incidental costs required besides the agreed fee such as travel expenses, the cost of transporting tools and personal luggage as well as daily allowances.
6.4 If our goods and services are delivered more than 4 months after the agreed delivery deadline or date, or if such deadlines and dates do not exist more than 4 months after the contract has been concluded, for reasons for which the customer is responsible (delay in accepting, lack of cooperation, or similar reasons), we shall be entitled to charge our list prices valid at the time of delivery instead of the agreed prices. The only condition is that we shall have set a reasonable deadline by which the goods must be accepted having given due warning of the change in the price.

7. Payments

7.1 Payments must be made net in euros (€) within 30 days of the invoice date.
7.2 The date on which we receive the payment shall determine whether the deadline defined in Clause 7.1 has been met or not.
7.3 If the customer is late in paying, we shall be entitled to demand interest at 8% p.a. over the base rate valid at the time. § 288 paras. 3, 4 BGB shall remain unaffected.
7.4 We shall be entitled to cancel instalment agreements and payment extensions if the conditions outlined in Clause 5 (endangerment of claims) are met or the customer is more than 2 weeks late in paying all or part of an instalment.
7.5 Only those of our employees who have written authority to collect monies shall be entitled to receive payments.
7.6 If we accept bills of exchange or cheques from the customer, this shall only be deemed to be conditional payment. Costs arising from their acceptance shall be borne by the customer. If the payment obligation arising from the bill of exchange or cheque is not met on the due date or if the conditions outlined in Clause 5 (endangerment of claims) are met, we shall be entitled to assert our claim for the total amount owed immediately regardless of the current bill of exchange or cheque.
7.7 The customer may only set off those of its own claims that have been legally acknowledged by way of a final and absolute finding of the courts, are uncontested or have been accepted by us. In addition, the customer shall only be entitled to exercise their right to refuse performance of the contract if the counterclaim is based on the same contractual relationship.

8. The bearing of risk

8.1 If our only responsibility is to deliver, the risk of the accidental loss or accidental impairment of the goods shall be transferred to the customer when they are handed over for transportation.
8.2 If it is our responsibility to erect or install the goods, the risk (Clause 8.1) shall be transferred to the customer when our services have been completed.
8.3 If despatch, erection or installation are delayed at the customer's request or for any other reason for which the customer is responsible, the customer shall bear the risk (Clause 8.1) for the period of delay.

9. Title

 We shall retain title to the goods until all the claims against the customer to which we are entitled as a result of the delivery (and where applicable erection and installation) have been met.
9.2
a) If the customer processes or modifies the goods, we and the customer shall be deemed to be the manufacturers in accordance with § 950 BGB; we shall acquire joint title to the new product at the ratio of the invoice value of the goods delivered to the value of the processing work performed.
b) If the customer joins, mixes or blends the goods with goods which do not belong to us, we shall acquire joint title to the new product at the ratio of the value of the goods which we have supplied to the value of the goods which do not belong to us. If the customer acquires sole title in accordance with § 947 para. 2, 948 BGB Sole Title, the customer shall be deemed to have already transferred to us joint title to the new product at the ratio of the value of the goods supplied by us to the value of the goods not belonging to us.
c) The provisions contained in this section (Clause 9) shall apply accordingly to the new product created from the processing, modification, connection, mixing or blending.
9.3
The customer shall store the goods to which we have title and the new products to which we have title or joint title in accordance with Clause 9.2, free of charge. The customer may sell these goods in the normal course of business but only against payment in cash or with reservation of title. The customer shall not be entitled to dispose of the goods in any other way, in particular for the transfer of ownership by way of security or as an assignment. The customer shall already have assigned to us his receivables from the resale together with all secondary rights and preferential rights - including relevant receivables from bills of exchange or cheques - until our claims have been met in their entirety. In the event that a new product created from processing, modifying, joining, mixing or blending, is resold, the customer's demands for payment from the buyer shall be deemed to have been assigned to us up to the amount corresponding to our share of title. In the event that the customer's receivables are placed in a current account, the balance of the account shall be deemed to have been assigned to us up to the sum of our claims and with priority over the remaining balance of the account. The customer shall be entitled until further notice (Clause 9.4) to collect the assigned receivables for us in trust.
9.4 If the customer is later than 2 weeks in paying our claims in full or in part or if the conditions outlined in Clause 5 (endangerment of claims) are met, we shall be entitled
All costs associated with collecting outstanding debts from third parties or with the withdrawal of goods shall be borne by the customer.
9.5 The value of the goods withdrawn shall be credited to the customer. This value consists of half of the invoice price (not including delivery, erection or installation costs). We can instead prove a lower value and the customer a higher one; in particular we shall be entitled to realise this value by selling the goods on the open market having previously given the customer 2 weeks notice in writing of our intention to do so.
9.6 The customer shall inform us in writing immediately if third parties seize our goods, any new products to which we have title or joint title in accordance with Clause 9.2 as well as outstanding amounts which have been assigned to us - by telephone with written confirmation to follow where there is a threat of rights being forfeited - and support us in every way in our intervention against such third parties. The costs of any interventions required shall be borne by the customer.
9.7 If the value of all the securities to which we are entitled in accordance with the above provisions exceeds the secured claims by more than 25%, we shall be obliged to release a corresponding amount of the securities of our choosing if the customer so requests.

11. General limitation of liability

11.1 If not otherwise provided for in Clause 4.5, we and our vicarious agents are only liable for damages or compensation for futile expenditure, regardless for what legal reason, if we and our vicarious agents are guilty of intent or gross negligence.
11.2 The limitation of liability as defined by Clause 11.1 shall not apply to claims under the product liability law, for injury to life and limb, when taking over a warranty or procurement risk and in infringing such important rights or duties that their fulfilment is only enabled through proper execution of the contract, or which are of fundamental importance to the protection of the customer (cardinal duties).
11.3 If the customer is entitled to compensation due to a defect in our goods and services, regardless of the legal reason, these rights shall expire when the limitation period for warranty claims expires.

12. Place of jurisdiction, applicable law, export

12.1 The sole place of jurisdiction for any disputes arising in connection with the contractual relationship shall be the head office of our company. Instead we shall also be entitled to take legal action in the courts in the county in which the customer has his head office.
12.2 If individual provisions of this contract including these terms and conditions of delivery are wholly or partially invalid, this shall not affect the validity of the other provisions.
12.3 The law of the Federal Republic of Germany (not including the UN's purchasing law, CISG) shall be the sole law governing the entire legal relationship between us and the customer.
12.4 Our goods may include technology and software that are subject to export control regulations and restrictions imposed by the Federal Republic of Germany and the United States of America. The customer shall be obliged at all times to observe the latest version of these regulations, in particular he may not supply or license our goods to third parties who are involved in activities connected with weapons of mass destruction or genocide.

Date of issue: 01/2003

Date of issue: 01/2003