General Terms and Conditions

Scope

All agreements, offers and deliveries are carried out exclusively on the basis of the business conditions given below. Thus, they also apply to future business relations, even if they are not separately agreed upon.
Differing, contradicting or supplementary terms and conditions, even if known, do not become part of the contract unless their validity is expressly approved of in written form. Terms and conditions of the contracting party that we have not expressly acknowledged are invalid.

§ 1 Contract of delivery

1. Our offers are subject to change without notice. We retain the right for technical changes as well as the right to change the shape, colour and/or weight of our products within the reasonable limits.
2. Dimensions, weights, figures (pictures), and drawings as well as the details and figures contained in leaflets and catalogues are binding only if this is expressly agreed upon in writing. The details and figures contained in leaflets and catalogues are approximate values customary in the trade unless we have expressly designated them as binding. If a contracting party provides the other one with drawings or technical documents regarding the products to be delivered or the manufacturing of these products, then these documents remain the property of the contracting party presenting them.
3. Partial deliveries are permitted within the delivery times stated by us, as long as they do not cause any disadvantages for the use.
4. By placing an order the customer declares with binding effect that he (or she) is willing to purchase the goods concerned. We are entitled to accept the contract offer, i.e. the order, within two weeks upon receipt. The acceptance can be confirmed either in written form or by shipping the goods to the customer.
5. If the user orders the product by electronic means, then we shall save the text of the contract and, upon request, shall send it to the customer by e mail along with these terms and conditions.
6. In the event of industrial disputes or unusual and unforeseeable events, such as actions of a government or any other state authority, traffic interruptions and/or force majeure, we shall be entitled to carry out the delivery only after the problem concerned has been rectified or be exempt from the obligation to deliver, if delivery is rendered impossible. The supplier shall inform the orderer about the occurrence of such a problem as soon as possible by stating the beginning and end of the respective circumstances.
7. The condition of the goods is determined exclusively by the technical delivery specifications agreed upon. If we are to deliver according to drawings, specifications, patterns etc. provided by the customer, then he accepts the risk of the product's suitability for its intended use. The instant of passing the risks is decisive for the contractual condition of the goods. In this respect, we shall be liable merely for the proper processing. If not expressly agreed upon, we shall not be held responsible for determining the material quality nor for any defects caused by corrosion.

§ 2 Delivery time

1. If not agreed otherwise, we deliver ex works. For determining whether or not the delivery date or delivery time is kept the notification that the goods are ready for dispatch or collection is decisive.
2. Delivery times are binding only if we have expressly designated them as such and confirmed them in written form.
3. The delivery time begins with the dispatch of the order confirmation, it does not, however, begin before submission of the documents, authorizations, and releases to be provided by the customer, if any, as well as the entry of an agreed payment received in account. If, at a later stage, errors are detected in the order documents or drawings or it is found that necessary technical information is missing, then the delivery time begins anew upon rectification of the problems concerned.
4. The delivery time is met when the product to be delivered has left the factory before or on its expiry or when we have informed the customer that the goods are ready for dispatch.
5. Partial deliveries are permitted within the delivery times stated by us, as long as they do not cause any disadvantages for the use.
6. The contract is concluded under the provision that our subcontractors supply us correctly and timely with the ordered goods. This only applies when we a non-delivery occurs through no fault of our own, in particular when a congruent coverage transaction has been concluded with our sub-contractor.
7. If, for reasons that the orderer is responsible for, the goods cannot be delivered at the agreed time of delivery this is deemed to be a default of acceptance on the orderer's side without requiring us to fix a specific time limit. Every new delivery date requires our written confirmation.

§ 3 Prices and terms of payment

1. The prices are quoted ex works, if not agreed otherwise, i.e. exclusive of the applicable shipping and handling charges as well as the appropriate VAT. Discounts have to be agreed separately. We hold ourselves bound to our offer prices and terms of payment within the period of time set down in the offer. After this period we shall be entitled to adequately adjust our prices.
2. If the goods cannot be delivered within the period of time set down in the order confirmation, we shall be entitled to ask for negotiations on an appropriate price adjustment. If no agreement is reached within 6 weeks after our request to negotiate, we shall be entitled to terminate the contract and to bill charges for the expenses and services already rendered based on the price payable under the contract. The invoiced amount becomes due within the terms of payment agreed on. If the customer comes in arrears, interests on defaulted payment of 8 % above the ECB base rate shall be charged. The right of demonstrating and applying higher damages remains reserved.
3. The customer can lay his lien only if a counterclaim is based on the same contractual relationship. The customer has a right to set-off only if his counterclaims are recognized by declaratory judgement or if they are acknowledged by us.
4. Non-compliance with the agreed terms of payment as well as circumstances which become known to us only after the conclusion of the contract, giving us reason to fear that the customer is not going to pay on time, entitle the supplier to demand immediate securities for all claims arising from the contract of delivery, irrespective of the due date, and to suspend work on the object to be delivered until these securities have been provided.
5. At default of payment we shall be entitled to stop the fulfilment of our obligations after a written communication to the partner until the payments have been received in full.
6. Bills of exchange and checks are only accepted by agreement and only as conditional payment and under the prerequisite of discountability. Starting with the due date of the invoiced amount discount charges are billed. We do not accept responsibility for a timely presentation of checks and bills of exchange and for protesting a bill of exchange.
7. Price changes shall be permitted if the period of time between contract conclusion and delivery date agreed is longer than four months (this is also applicable to partial deliveries and partial instalments assigned). If, in the period of time between this and the completion of the delivery, the wages, cost of materials or initial costs in line with market conditions increase, then we shall be entitled to adequately mark up the price according to the increase in costs. The orderer is entitled to rescind from the contract only if the price increase between order and dispatch does not, or not significantly, exceed the increase in the general cost of living.

§ 4 Dispatch and passing of risks

1. Goods reported ready for shipment have to be accepted by the partner immediately. Otherwise, we shall be entitled to send them at our own discretion or to store them at the partner's expense and risk.
2. In the absence of special agreements we shall choose the means of transportation and the route.
3. With handing over of the goods to the railway company, the haulage contractor or the carrier or with the beginning of the storage, at the latest, however, upon leaving the factory or storage facility the risk passes to the partner; this applies even if we have taken on the delivery.
4. Insurances against damages in transit are effected only upon request and to the expense of the customer.

§ 5 Delay in delivery

1. If we can foresee that the goods are impossible to be delivered within the delivery time, we shall notify the partner immediately, inform him about the reasons for the delay and, if at all possible, give a new expected time of delivery.
2. If the delivery is delayed due to one of the circumstance mentioned under § 2 or due to an action or default of the partner, an extension of the delivery time is granted in reasonable proportion to the circumstances.
3. The partner is entitled to rescind from the contract only if we are responsible for the non-compliance of the term of delivery and he has fixed a final deadline without success.

§ 6 Retention of ownership

1. All delivered goods remain our property until all the invoices pertaining to the current business are paid in full, irrespective of the legal justifi cation they have arisen from. With running accounts the retention of ownership is regarded as a security for our respective balance claim. This applies also if payments are made by the customer to settle certain claims.
2. The customer is obliged to treat the product carefully. Maintenance and inspection works, if required, are to be carried out by the customer on a regular basis and at his expense.
3. Processing or reorganization of the reserved goods is always carried out for us as a manufacturer without a liability arising from it for us. At processing or reorganization of the reserved goods with other goods not delivered by us, the co ownership of the new object is entitled to us according to the ratio of the reserved goods' value to the value of the other product which has been processed and reorganized at the time of processing or reorganization. In case our ownership of the reserved goods expires due to connection or confusion, the customer already now assigns his co-ownership of the new object or of the commingled merchandize to the amount of the invoiced value of the reserved goods to us and keeps them safe free of charge for us. The new object (called ?new object? in the following), created by processing, reorganization, connection or confusion, or the co ownership of the new object being the entitled or assigned to us according to subsection 2 of this section, respectively, serves to secure our claim in the same way as the reserved goods according to subsection 1 themselves. Unless nothing divergent arises from the following provisions regarding these subsections, this securing of claims is to be applied accordingly to the new object.
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4. The customer may further sell the reserved goods only within the framework of the correct business transactions, subject to the usual business conditions and only as long as he does not default his payment obligations towards us. The customer is obliged on his part to further sell the reserved goods subject to reservation of title only and to ensure that the claims arising from such disposal activities maybe transferred to us.
5. Any claims of the customer arising from a further sale of the reserved goods are assigned to us already now. They serve as security for us to the same extent the reserved goods do. In the case of the customer selling the reserved goods together with other goods not supplied by us, the assignment of the claim applies only up to the invoice value arising from the further sale of our reserved goods. In the case of a sale of the goods as per subsection 2 or in accordance with the legal regulations concerning the connection/confusion of the object we have co ownership in, the assignment of the claim applies up to the value of our co ownership proportion.
6. In the case of the customer including claims arising from the further sale of reserved goods into an existing open account relationship with his buyers, he already now assigns to us any recognized or ending balance resulting in his favour up to the value corresponding to the overall value of the claim arising from the further sale of our reserved goods that had been included into the open account relationship. The previous paragraph applies accordingly.
7. The customer is entitled to retract the claim arising from the further sale of the reserved goods that had been assigned to us. He is notentitled, however, to assign the claim arising from the further sale, not even in the context of a genuine factoring contract.
8. In this case the customer is obliged to immediately inform his buyers of the assignment of the claim as well as to hand over to us any documents, certificates and information necessary to justify and implement the claim.
9. If the realizable value of the securities at our disposal exceeds our secured claims by more than 15 %, we are prepared, upon request by the customer, to release securities, chosen by us, to this extent.
10. The customer is obliged to immediately communicate to us any distraints or further or actual impairment or endangering of the reserved goods or any other securities existing for us.
11. The customer pledges to sufficiently insure the reserved goods against fire and theft. He already now transfers to us his claims resulting from the insurance contracts.
12. If the customer acts in violation of the contract, particularly in the case of default of payment or breaching of any obligation stipulated by this section, we are entitled to withdraw from the contract and to demand the goods being released. For this case, the customer already now agrees to our removing or having removed the reserved goods being with the customer or - in the case of us being the sole owners - the new object as per subsection 2 of this section, respectively. In order to be able to implement these measures as well as for the purpose of a general inspection of the reserved goods or the new object, respectively, the customer shall grant us or any person charged by us access at any time.

§ 7 Warranty

1. We shall not be liable for either material defects due to unsuitable or improper use, faulty assembly or commissioning by the customer or third parties or usual wear and tear, faulty or negligent treatment or the consequences of modifications or repair work by the customer or third parties that have been carried out improperly or without our consent. The same applies to defects that reduce the value or the fi tness for use of the goods only insignificantly.
2. We shall be granted the opportunity to detect the notified defect. Upon request, objected goods shall be returned to us immediately. If the customer does not fulfil these obligations or carries out modifications on the goods already objected without our consent, he loses any rights to claim compensation for material defects.
3. As far as defects of the goods are concerned, as a first step we fulfil our obligation of warranty by rectifying the defect or supplying a replacement at our discretion.
4. If the supplementary performance fails to give the desired results, the customer is, in principle, granted the choice either to demand a reduction of the remuneration (abatement) or to demand that the contract be rescinded (withdrawal). In the case of only insignificant breaches of contract, however, particularly in the case of only slight defects, the customer has no right of rescission.
5. In the case of obvious defects, the customer is obliged to immediately notify us in written form, at the latest within two weeks as of the receipt of the goods. Otherwise, the claims of warranty lapse. In order to comply with the time limit, timely posting shall be sufficient. The full burden of proof of any prerequisites for advancing a claim, particularly concerning the defect as such, of the time of the detection of the defect and of the timeliness of the notice of defect lies with the customer. In the case of acceptance having been agreed with the customer, the goods shall be considered approved upon acceptance. The customer is not entitled to advance further claims of defect, except for defects that were not obvious upon acceptance even with careful inspection of the goods.
6. If, following a failed supplementary performance, the customer wishes to withdraw from the contract due to a legal or material defect, he must not advance an additional claim for damages regarding the defect. If following a failed supplementary performance, the customer wishes to claim damages, the goods remain with the customer, provided this can reasonably be expected of him. The damages are limited to the difference between the purchase price and the value of the defective object. This does not apply if we have fraudulently caused the violation of the contract. For entrepreneurs the period of warranty is 1 year as of the delivery of the goods. This does not apply if the customer has failed to notify us of the defect in time (subsection 3 of this provision).
7. In principle, only the manufacturer's description of the product is considered as the agreed product quality. Public remarks about or praising or advertising (of the product or individual parts thereof) by the manufacturer do not represent any additional contractual declaration of the product's quality. In the case of the customer receiving insufficient assembly instructions we are only obliged to supply him with assembly instructions free from insufficiencies, and we are only obliged to do so if these insufficiencies render the proper assembly impossible. If, due to reasons we are not responsible for, the products manufactured by us cannot be delivered within the agreed time, those parts that have already been manufactured will be parked in unroofed and unmonitored storage areas at the orderer's expense and risk. In this case, the period of warranty begins with the storage of the goods. As remuneration for storing the manufactured goods, we charge 1 % of the overall order sum for every month of storage commenced. The storage costs become payable on conclusion of the respective month of storage.
8. In the case of simple and slight negligence, claims for compensation on us are limited to the value of the contractually agreed amount.

§ 8 Further claims, liability

1. Unless the following does not stipulate otherwise, any further and more far-reaching claims on us by our partner are ruled out. This applies particularly to claims for damages as a result of breaches of duties arising from the obligation and from unauthorized acts. We are, therefore, not liable for damages arising from missed profits or other pecuniary losses suffered by our partner.
2. The above-mentioned limitations of liability do not apply in the case of wilfulness, gross negligence on the part of our legal representatives or senior staff as well as in the case of culpable breaches of essential contractual obligations. In the case of culpable breaches of essential contractual obligations we are only liable for damage typical of the contract and reasonably foreseeable - except for the case of wilfulness or gross negligence on the part of our legal representatives or senior staff.
3. To the extent to which our liability is excluded or limited, this applies also to the personal liabilities of our staff, employees, legal representatives and assistants.

§ 9 Confidentiality

1. Every partner to the contract shall use any documents (this includes samples, models as well as data) and information arising from the business relationship only for the joint objectives and shall treat them as carefully as he treats his respective own documents and - if the other partner to the treaty designates any information as confidential or has an obvious interest in it being kept secret - shall keep this information secret. This obligation starts as of the first receipt of the documents or information and ends 36 months after the expiry of the business relation. We reserve the copyright for our offer documents and contractual documents, drawings, drafts and construction details, including all variants. They must neither be copied nor made available to third parties without our consent. Every use of them by the orderer or other third parties is subject to our prior written consent and will be charged by us accordingly.
2. The obligation does not apply to documents and information that is commonly known or that had already been known to the partner to the contract upon receipt, without him being sworn to secrecy or that will later on be transmitted by a third party entitled to do so or that will be developed by the receiving partner to the contract, provided he does not make use of any documents or information of the other partner to the contract that is subject to secrecy. In the case of the offer not being placed, all our documents shall be returned to us unsolicitedly, at the latest on conclusion of 6 working days.

§ 10 Final clause

1. The law of the Federal Republic of Germany applies. The provisions of the United Nations Convention on Contracts for the international sale of goods do not apply.
2. In the case of any disputes arising from the contractual relationship, if the customer is a merchant, a legal person under public law or a special fund under public law, the court competent for our headquarter shall have the exclusive jurisdiction. We are also entitled to take legal action at the customer's headquarters. This does also apply if the customer does not have a place of general jurisdiction in Germany or if his domicile or usual residential status is not known at the time of fi ling of the suit.
3. The place of fulfilment is D 16818 Werder.
4. Should individual provisions of the contract with the customer, including these general terms and conditions, be or become invalid partly or in full, the validity of the remaining provisions is not affected by this. The provision that is invalid partly or in full shall be substituted by a provision the economic success of which is as similar as possible to the invalid one.
5. To become effective, the transfer of the rights and duties arising for the customer from this contract requires our written consent.