1. Validity of the Terms of Payment and Delivery
The deliveries, services and offers will be based exclusively on these terms and conditions. Consequently these terms will also be valid for any future business relations even if they have not expressly been agreed once more. These conditions will be deemed as accepted at the latest with the acceptance of the goods or services. Any of the orderer’s counter-confirmations with reference to his or her own trading and/or purchase terms are hereby contradicted. These will not be accepted, even if we have not expressly contradicted them once more after receipt. We reserve the right to attach a manufacturer’s note and the commission number on the delivered article.

2. Offer
Our offers will be without engagement and non binding. Declarations of acceptance and all orders will be subject to confirmation in writing or by telex to be legally effective. This clause also applies to amendments, modifications and additional agreements. We reserve the proprietary right and copyright to cost estimates, drawings and other records; they may neither be made available to third parties nor copied. They are only destinated for own use. If the order is placed with someone else they will be returned free of charge to ourselves. Drawings, illustrations, dimensions, weights, and other performance data will only be binding if expressly agreed in writing. Regarding our own originals, drafts/ designs and models we reserve the reproduction right for every process and purpose which can only be transferred to third parties with our prior consent. We reserve the right to engineering changes as well as to minor deviations regarding the design or colour shade. Any changes requested by the orderer will bring about an extension of the delivery time.

3. Conclusion of the Contract
Any contracts, transactions and agreements between the orderer and ourselves will be subject to our written confirmation. If our confirmation – in the orderer’s opinion – deviates from the agreements made beforehand, the orderer will immediately contradict in writing, otherwise our confirmation will be deemed as accepted. Any verbal or previously made written agreements which are not contained in the confirmation will not be binding upon us. Ancillary and additional agreements will only be valid if confirmed by us in writing. This means that the order will only be deemed as accepted after our written confirmation. The orderer will be bound to the order until he or she has received our written confirmation.

4. Prices
The delivery will always be invoiced based on the prices which are valid on the date of delivery and which have been fixed in the order and in the confirmation. Unless otherwise agreed these prices will be understood to be in EURO plus current value added tax. Unless otherwise agreed or confirmed by our company the prices will be understood ex factory and they will not be binding for any possible reorders. The prices will be valid for an execution of the order without interruptions. Additional charges caused by any price increases for which we are not responsible, such as partial or call off deliveries requested by the orderer, etc. will be charged separately. Packaging will be invoiced at the cost price and will not be returnable. Preparatory work and tests to be carried out at the orderer’s request will be invoiced separately.

5. Payment
Payment will be made net within 30 days from date of invoice. For payment within 10 days from date of invoice we will grant a 2 % discount. Paid labour, rendered services or consultation will be payable net within 10 days from date of invoice. We will not be obliged to accept bills of exchange. Should we accept a bill of exchange the bank discounts and collection fees will be payable immediately in cash by the orderer when the accounts become due. The presentation of bills of exchange will not be deemed as cash payment. Accepted bills, bills of exchange and cheques will only be accepted on account of payment. Guarantees or down payments can be requested for the invoice amount. The orderer will be in default from the due date without any special reminder. Interest on arrears will exceed the discount rate of the European Central Bank by 4 %. Furthermore we will be entitled to withdraw from the delivery contract inasmuch as it is not yet fulfilled and to request cash payment for all further deliveries. The orderer will only be entitled to offset, retention or reduction – even if defects are notified or counterclaims are made – if any counterclaims have been effectively ascertained or are uncontestable.

6. Delivery and Transfer of Risk
Regarding the scope of delivery deviations of up to +/- 10 % from the ordered quantity will be admissible. The invoice amount will be increased or reduced accordingly. The risk will be transferred to the orderer as soon as the consignment has been handed over to the person being charged with the transport or when the consignment has left our stock for dispatch. If the transport becomes impossible without it being our fault the risk will be transferred to the orderer with the notification that the goods are ready for dispatch. At the orderer’s request the consignment will be ensured against theft, breakage, damage due to the transport, fire and water as well as against any insured risks. The delivered items will be taken over by the orderer even if they have insignificant deficiencies. Partial deliveries will be admissible.

7. Delivery Time
The delivery time will start with the dispatch of the order confirmation, however, not before the orderer has handed over the records, authorizations and releases to be procured by him or her and not before the agreed down payment has been made. The delivery time will be deemed as observed if the item to be supplied has left our works before its expiry or if we have notified the readiness of the goods for dispatch. The delivery time will be extended appropriately if measures are to be taken within the framework of labour disputes, in particular, strikes and lockouts, as well as on the occurance of unforeseen hindrances which are beyond our control, inasmuch as such hindrances provably have a considerable influence on the manufacture or delivery of the item to be supplied. This clause will also apply if the circumstances occur at subcontractors. We will also not be responsible for the before-mentioned circumstances if they occur during an already existing delay. In important cases the orderer will be informed as soon as possible about the beginning and the end of such hindrances. In the case of delay in performance or an impossibility of delivery/service for which we are responsible, orderer’s claims for damages will be excluded unless they are based on wilful action or negligence. If damage is caused to the orderer as a consequence of a delay for which we are responsible he or she will be entitled to request damages for delay, however, any further claims will be excluded. For each week of delay the compensation for damage will be 0.5 % but it will not exceed 5 % of the value of that part of the whole delivery which cannot be used in due time or according to the contract because of the delay.

8. Provided Materials
The materials to be provided by the orderer will be specified and they will be supplied with a sufficient extra quantity for processing purposes, exempt of third parties’ rights and free of charge. A review regarding the quality and deficiencies will not be carried out. When handing over the material the orderer will recognize its suitability and processibility. We will not be held responsible for any deficiencies which are due to the customers’ unsuitable material. Third parties’ property will be stocked uninsured at the owner’s risk. Any requested insurances will be concluded by the owner.

9. Reservation of Title
The goods will be supplied under reservation of title. They will remain our property until the full payment of all our claims – included those arising in the future – based on our business relations with the buyer. The reservation of title will also be maintained if single claims have been included in a current account and the accounts have been cast and accepted. The buyer cannot acquire the property rights regarding the goods by their transformation into a new item. He or she will process them for the seller. The processed goods will also be used for securing the purchased reserved goods. If the goods are processed by the buyer with third parties’ items which do not belong to the seller, the seller will become coproprietor of the new items in proportion to the value of his or her goods based on the value of the third parties’ processed goods. The buyer will reserve the title to his or her conditioned property to the goods regarding his or her buyers until they have paid the total purchase price. All of the buyer’s claims resulting from the resale of the reserved goods will be ceded to the seller. If the reserved goods are sold by the buyer together with other goods which do not belong to the seller, the claim to the purchase price will only be deemed as ceded regarding the value of the reserved goods. If the reserved goods belong to the seller only on a pro-rata basis, the part to be ceded to him and resulting from the claims created by their sale will correspond to the percentage of his property. The buyer will be entitled to collect the claims resulting from the resale. At the seller’s request the buyer will notify the debtors’ names relating to the ceded claims. The seller will be entitled to inform the debtors about the cession. The seller’s reservation of title will be conditioned inasmuch as the proprietary right to the reserved goods will be transferred to the buyer as soon as he or she has fully paid the claim relating to the business relation, and consequently the buyer will be entitled to the ceded claims. The seller will release the securities to which he is entitled at his own discretion inasmuch as their value exceeds all the claims to be secured by 25 %.

10. Notice of Defect and Guarantee
We will either repair or - at our discretion - replace all those parts which have provably become useless or of which the usability has been considerably affected within the guarantee period due to a circumstance which occured prior to the transfer of risk; optionally we will reimburse the undervalue. Disassembled parts will become our property. If a repair fails the buyer may withdraw from the contract. If the goods have already been built in he or she will be entitled to a discount. If the buyer does not give us the possibility of convincing ourselves of the defect and, in particular, if he or she does not – at our request - immediately place the claimed goods or samples thereof at our disposal, the claims to damages will become void. We will be entitled to refuse the elimination of defects as long as the buyer does not fulfill his or her obligations according to the law. When the goods have been taken over by the buyer as agreed, any notice of defects which could be identified during the agreed acceptance procedure will be excluded. The buyer will not be entitled to guarantee rights for goods that have been sold as minor quality material, such as so-called second quality material. Any further claims by the buyer, and in particular the right to replacements for damages which have not been caused to the delivered item will be excluded inasmuch as this is legally admissible. The buyer will in particular not be entitled to retain or reduce payments because of a notice of defect unless he or she is entitled to do so acc. to paragraph  liability according to the German product liability law. 9 2, notwithstanding the

11. Rescission, Nonfulfilment of Contract
In the case of unforeseen events within the meaning of paragraph these events considerably change the economic meaning or the contents of performance or have essential influences on our operation, and if it is realized later that the execution of the order is impossible, the contract will be adapted accordingly. If this is economically not justifiable, we will have the right to withdraw wholly or partially from the contract. The orderer will not be entitled to claims for damages because of such a rescission. If we intend to avail ourselves of the right of rescission we will be obliged to inform the orderer immediately after recognizing the importance of the event, even in the case that an extension of the delivery time has been agreed with the orderer beforehand. The delivery will be subject to the orderer’s unconditioned creditworthiness. If we receive information after the conclusion of the contract which let us doubt the total unobjectionability of the credit granted for the delivery, we will be entitled to request down payment or securities or to  withdraw from the contract. If the buyer does not fulfil his or her liabilities or does not fulfil them in due time, he or she will be obliged to return the goods free of charge. If the contract is not fulfilled we will be entitled to claim damages. This clause will also apply if we have justifiedly withdrawn from the contract based on the above-mentioned clauses. The damages will be 25 % of the agreed purchase price. This percentage will be either higher or lower, if we prove a higher damage or the buyer proves a lower damage. 7 of these terms of delivery, and if

12. Drafts/Designs and Samples
Any kind of drafts/designs, samples and plans will be our intellectual property and will be prepared only against payment. We will keep the copyrights. These draft/designs, samples and plans may neither be copied nor be made available to competitors. By their payment the production and/or copyright will not be transferred to the orderer or to third persons. Any utilization, reproduction or notification to third parties will entitle us to the assertion of claims for damages. If the order is not placed any drawings and pertinent records will be immediately returned to us.

13. Jurisdiction and Place of Fulfilment

At our discretion either our company or the orderer’s seat will be the jurisdiction and place of fulfilment, also for proceedings regarding deeds, bills of exchange and cheques. The German law will be exclusively valid. The application of the uniform laws of 17/07/1973 regarding the international purchase of movables (German civil code 1.73IS. 856) as well as the conclusion of international purchase contracts about movables (German civil code 1.73IS, 868) will be excluded.

14. Voidness of Clauses
Should any of the above-mentioned clauses be or become void, these void clauses should be replaced by conditions that meet the economic purpose of this contract to the largest possible extent by reasonably safeguarding the interests of both parties hereto.