General Conditions of Sale

All our contracts are based on our General Terms and Conditions of Sale, which appear on the back of each document as follows:

General Conditions of Sale

Status: 10 June 2008

(in the event of disagreement between the English and German versions, the German version shall take priority.)

1. Area of application

1.1. The following General Conditions of Sale are exclusive; any contrary or different conditions of the buyer are not recognised unless we have confirmed them in writing. Our conditions also apply if we perform the delivery although we are aware of contrary or different conditions of the buyer. These conditions of sale are considered to have been recognised at the latest on acceptance of the goods.

1.2. Our General Conditions of Sale apply only for business undertakings in the meaning of § 14 BGB (German civil code), public law bodies corporate and special asset organisations of governmental authorities.

2. Prices / Terms of payment

2.1. Our prices (net) do not include value added tax; value added tax in the relevant amount prescribed by law will be added.

2.2. We reserve the right to adjust our prices accordingly if, after conclusion of contract, cost reductions or cost increases occur, especially on account of changes in original acquisition costs, costs of materials, etc. This applies, among other things, in the case of the introduction and/or increase of fiscal charges (e.g. customs duty or taxes), an increase in transport and/or insurance costs, high or low tide surcharges, or similar. We will provide the buyer with evidence of these costs on request.

2.3. In the event of failure to pay in accordance with contract, we are entitled to charge interest after the due date at 8% above base rate in accordance with § 247 BGB.

2.4. In the event of delay in payment by the buyer, all outstanding receivables, including any that are not otherwise due or which have been deferred, become due for payment immediately.

2.5. The buyer may only offset payments if the counterclaim has legal force, is undisputed or has been recognised by us. The buyer is moreover only entitled to withhold payment or to plea non-fulfilment of contract if and to the extent that we are responsible for infringing our duties pursuant to § 276 BGB.

2.6. If the solvency of the buyer is questionable, especially in the case of payment arrears, we may - without prejudice to more extensive rights - revoke any payment terms which have been granted and demand advance payment or collateral.

3. Delivery

3.1. Unless otherwise stated in these conditions of sale or in our contract, the INCOTERMS valid at the time of the conclusion of the contract shall apply.

3.2. The contract is concluded subject to timely and correct self-supply. This only applies when we are not responsible for the failure to deliver. The buyer will be informed of the non-availability of the goods without delay. The payment will be refunded immediately.

3.3. Any cases of force majeure which, pursuant to § 276 BGB, are beyond our sphere of responsibility shall relieve us from fulfilment of the contractual obligations we have assumed as long as the situation persists. We shall be obliged to inform the buyer immediately in writing if such an event occurs; simultaneously we are obliged to inform the buyer how long such a situation is likely to last. If such a situation lasts longer than three months, we shall be entitled to withdraw from the contract. The payment will be refunded immediately.

4. Liability for defect

4.1. The buyer is obliged to inspect the goods supplied without delay in accordance with § 377 HGB (German commercial code) and to give notice of any defects.

4.2. The above provisions also apply for supply in excess of or lower than the ordered quantity as well as for any supplies of the wrong goods.

4.3. If delivery of a lower quality has been agreed, the buyer cannot claim on account of defects.

4.4. If there is a defect which has been registered punctually, we are entitled at our discretion either to repair the defect within a reasonable period of time or else to supply exactly similar goods free of defects. The expenses incurred by the remedy or replacement supply will be borne by us. If a remedy fails or is unreasonable for the buyer, the buyer is entitled to demand at its discretion a reduction in price or cancellation of contract. In the case of only minor contractual infringement, especially in the case of minor defects, the buyer does not have a right of cancellation. In addition, the buyer may demand compensation instead of fulfilment unless our liability limitation under items 4.6 to 04.10 applies.

4.5. Any claims on newly produced goods must be made within one year from delivery of the goods. Liability for defects is excluded for used goods. If the preconditions for recourse pursuant to § 478 BGB pertain, the statutory time limit of § 479 BGB shall apply. For the limitation of liability, items 4.7 to 04.10 shall apply accordingly.

4.6. Without prejudice to the following provisions in items 4.7 to 4.10, we shall not be subject to any liability for compensation.

4.7. If we have given a guarantee for the quality of the goods, we shall be liable in accordance with the statutory provisions.

4.8. In the case of deliberate damage or damage arising from gross negligence, we shall be liable in accordance with the statutory provisions. This also applies for slight damage from negligence if we infringe an obligation essential to the contract. The statutory provisions apply moreover for liability for compensation instead of fulfilment in the case of a substantial infringement of obligation (§ 281 (1) sentence 3 BGB). The liability is limited in all aforementioned cases - except the event of intent on our part - but is limited to the extent of the typical, foreseeable damage.

4.9. Statutory liability on account of damage to life, body or health is unaffected. The same applies to the buyer's claims arising from product liability law.

4.10. If liability is limited pursuant to the preceding provisions, this shall also apply for the personal liability of our workers, employees, representatives and vicarious agents.

5. Liability

5.1. The liability restrictions in items 4.6 to 4.10 also apply for all other claims - irrespective of the legal basis on which they are submitted.

5.2. If claims under tort law are made against us, the statute of limitations shall be unaffected; however, the buyer is obliged to bring any claims against us based on tort law to court within a period of one year after becoming aware of all the preconditions for the claims.

5.3. Information, advice on technical matters of application etc. is always provided without engagement and under exclusion of any liability. The quality of samples given the buyer is without engagement unless we have given a written guarantee for the quality.

6. Reservation of title

6.1. We reserve ownership of all goods supplied by us until receipt of all payments from the entire business transaction with the buyer.

6.2. The buyer is entitled to resell the goods in the ordinary course of business; however it assigns to us all receivables to which it is entitled from the resale.

6.3. The processing or reconstitution of our goods by the buyer is always undertaken on our behalf. If our goods are processed with other materials or objects which do not belong to us, we thereby acquire co-ownership in the new item in the proportion of the value of our goods to the other processed materials or objects at the time of the processing.

6.4. If our goods are mixed inseparably with materials or objects which do not belong to us, we thereby acquire the co-ownership in the new item in the proportion of the value of our goods to the other processed materials or objects at the time of the mixing.

6.5. The buyer is obliged always to insure the goods subject to reservation of title fully against the usual risks and to provide us with proof of this on request. The buyer herewith assigns to us any insurance claims.

6.6. If the value of the collateral given us exceeds our total receivables by more than 25% we are obliged, on demand by the buyer, to release corresponding collateral or to transfer it back, whereby the choice of collateral shall be ours.

6.7. In the event of any delay in payment, the buyer is obliged to surrender the goods subject to reservation as soon as demanded.

7. Place of fulfilment / Court of jurisdiction / Applicable law

7.1. Place of fulfilment for all liabilities arising from the contract, including payment by the buyer, shall be Thierhaupten, Germany.

7.2. Court of jurisdiction for any disputes arising from or in connection with this contract, including any claims under tort law, shall be Thierhaupten, Germany.

7.3. German law is agreed for all contracts; the provisions of the UN mercantile law are excluded.