General Terms and Conditions of Business and Delivery

1. General

a) The following conditions apply to our quotes, sales, deliveries and other services. By placing an order or awarding a contract, the customer or buyer recognises these conditions as part of the contract. Changes must be in writing and issued by the management in order to take effect, even if these have been agreed with us.

b) Our delivery conditions are also valid if the buyer excludes the supplier's terms and conditions in his purchasing conditions, and if an explicit objection to this is not forthcoming from our side.

2. Quotation and contractual conclusion

Quotes issued by us are always non-binding until we have provided written confirmation of the order or contract.

3. Pricing

The prices quoted in our price lists are per unit ex works, excluding sales tax and are non-binding. The prices valid at the time of order placement apply, unless in exceptional cases the order expressly confirms fixed prices.

Sales tax at the applicable rate shall be invoiced for separately.

4. Packaging

a) Returning packaging material for which a dual waste disposal system (e.g. the German “Grüner Punkt” system) or similar exists is excluded, where this system is recognised by the respective authorities in accordance with the packaging directive in its valid form.

b) Returning packaging material is also excluded where the vendor utilises a suitable waste disposal company for its disposal, in accordance with the packaging directive in its valid form. In this case the buyer is required to retain the packaging material and pass this on to the disposal company.

5. Delivery and postage

a) Postage and packaging are free if the goods have a value of €200.00 or more. Where deliveries have a value of less than €200.00, we charge a postage fee of € 8.00 per package. In the case of urgent deliveries which are not the result of a failure on our part, the resultant costs shall be calculated separately.

b) The delivery periods quoted in the order confirmation are fulfilled wherever possible, although these are not binding. We reserve the right to make part deliveries. We do not recognise claims asserted on the basis of late deliveries.

c) The delivery is always made at the risk of the recipient. Claims for damage compensation must be taken up with the carrier.

6. Retention of title

a) Delivered goods remain our property until all claims against the ordering party have been fulfilled. The ordering party is permitted to utilise goods subject to the retention of title within the scope of standard commercial activities.

b) Pledging, transfers by way of security and similar are excluded. We must be informed immediately of any pledging or other encroachments on goods subject to the retention of title by third parties.

c) The buyer hereby transfers all claims arising from the further sale of goods subject to the retention of title to the vendor and entitles the vendor to collection. Despite this assignation, the buyer remains entitled to collect on the claim unless we have expressly revoked this action in writing.

d) Upon demand by us, the vendor is required to inform the debtor of the claim assignation. The vendor is entitled to provide notice of this assignation.

e) The retention of title also extends to the processing, mixing and connecting of our goods with existing products and to the full value. We are deemed the manufacturer in this case, and we are released from all obligations arising in this regard.

f) If following processing, mixing or connecting with third party goods, third party rights should exist then we acquire co-rights to the newly produced goods proportionate to the calculated value of the processed goods.

g) We are entitled to enter the storage facility of the buyer ourselves, or through representation by an authorised person, in order to appraise the goods subject to the retention of title.

h) We undertake to release the existing batch at our discretion, where its value exceeds the value of the secured demands by 20%

7. Returns and complaints

a) We must be informed, in writing, of complaints which relate to incompleteness or externally undetectable damage on the day of delivery and no later than three days thereafter. We shall not reimburse on the basis of complaints which are late or incorrectly established.

b) Articles which are returned as a result of excessive or incorrect orders shall be subject to a returns fee of 15% of the net value of the goods. This also applies to cancellations which are submitted after dispatch. Returns can only be accepted in saleable condition and with our prior written declaration of consent. Returns must be sent together with a returns voucher supplied by us. All reprocessing, freight and packaging costs shall be borne by the customer.

c) Procured goods and custom products are excluded from our returns policy and these cannot be taken back in return for credit.

8. Guarantee

a) Always enclose a copy of the sales invoice/delivery note in order to allow us to check your guarantee claim. If this proof of purchase is not provided then we shall return the goods to you unchanged, subject to a processing fee. Guarantee claims are voided if returns are damaged in transit as a result of inappropriate packaging.

b) The guarantee period encompasses a maximum 12 months from initial delivery.

9. Repairs

a) Products which are sent in for repair must be accompanied by a fault description. Where this is not included we reserve the right to conduct a fault diagnosis at your cost, or to send the product back to you subject to a processing fee.

b) False claims or external products shall be returned to you, subject to a processing fee.

c) If we recognise the claim (whereby the burden of proof lies with the customer) then we reserve the right to rectify the fault within an appropriate timeframe, provide a free replacement or take back the goods and cancel the purchase agreement, or refund the minimum value of the goods.

10. Technical specifications

All technical specifications and details regarding weights and dimensions are carefully generated (errors excepted) but are not binding because our products are subject to technical and design changes as a result of constant technical advancements.

11. Retention rights and offsetting

a) The buyer is not entitled to offset our demands against counterclaims where these are disputed by us.

b) The buyer renounces the validation of retention rights.

12. Payment terms

Prepayments and invoices paid within 10 days of the invoice date shall be subject to a 2% discount. Our payment terms are 30 days net from the invoice date without deductions. We reserve the right to charge interest on late payments at the applicable bank rate plus 2%. From the third reminder stage we forward all open invoices on to a debt collection agency.

13. Place of fulfilment and jurisdiction

The place of fulfilment and jurisdiction is Seligenstadt. Seligenstadt is the place of jurisdiction for all direct and indirect disputes arising in conjunction with the contract, where claims are subject to enforcement proceedings.

14. Final provisions

Should individual provisions of these sales, delivery and payment conditions prove or become contestable or void then the remaining provisions shall remain unaffected and fully effective.

Rodgau, Januar 2002