TERMS AND CONDITIONS

APPLICABILITY OF CONDITIONS

Our deliveries and services are exclusively based on these terms and conditions. Deviating terms and conditions of the partner, which are not expressly acknowledged by us, shall not be valid.

OFFER AND CONTRACT CONCLUSION

Our offers are non-binding. Orders/listings become binding only upon our written confirmation. The same applies to additions, modifications, and side agreements. Information, drawings, illustrations, and performance descriptions in catalogs, price lists, or accompanying documents are approximate values unless expressly confirmed as binding in the order confirmation.

PRICE POSITION

Unless otherwise stated, our prices in offers are binding for 14 days from their date. The prices stated in the order confirmation in Euro, plus the respective statutory value-added tax, are decisive. Additional deliveries and services will be billed separately. Unless otherwise agreed, prices are ex works, excluding freight, postage, insurance, and standard packaging. In case of a significant change in labor, material, or energy costs, each contracting party is entitled to request an appropriate adjustment of the price, taking these factors into account.

DELIVERY

For non-catalog items, we reserve the right to make over- or underdeliveries of up to 10 %! The delivery time is only approximately agreed. Even if a calendar-determined delivery time is agreed, it does not constitute a fixed-date transaction within the meaning of § 376 (1) HGB (German Commercial Code). For this, an additional agreement between the contracting parties is required, specifying that, for example, in the case of seasonal goods or promotions, the contract can be terminated without further notice if the delivery deadline is not met and, if we are at fault, damages for non-performance can be demanded. Otherwise, delivery dates or deadlines, whether binding or non-binding, that can be agreed upon, require written form. Delivery and performance delays due to force majeure and events that significantly impede or make delivery impossible – including, in particular, labor disputes, unrest, government measures, failure of deliveries from our suppliers, etc. – do not have to be represented by us, even if binding deadlines and dates have been agreed. They entitle us to postpone the delivery or performance for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the unfulfilled part, without the partner being able to derive claims for damages from this. The same legal consequences apply if the aforementioned obstacles occur at the partner's end for his acceptance obligation. The contracting parties are obliged to inform each other immediately of the beginning and end of obstacles of the aforementioned nature. Partial deliveries and partial performances are permissible and will be invoiced separately, if customary in trade. They are only inadmissible if partial fulfillment of the contract is not in the interest of the partner. If later changes to the contract by the partner affect the delivery time, it may be extended to a reasonable extent.

RESERVATION OF OWNERSHIP

We reserve ownership of the delivered goods until all claims arising from the business relationship with the partner have been fulfilled. The partner is entitled to sell these goods in the ordinary course of business as long as he fulfills his obligations from the business relationship with us in a timely manner. However, he may neither pledge the reserved goods nor assign them as security. He is obliged to secure our rights in the event of a credit-based resale of the reserved goods. In the event of the partner's default in payment, we are entitled, after a reasonable grace period has been set, to demand the surrender of the reserved goods at the partner's expense. The partner hereby assigns all claims and rights arising from the sale of goods to which we have ownership rights to us as security. We hereby accept this assignment. The partner must immediately inform us in writing and hand over the necessary documents for intervention if third-party enforcement measures are taken against the reserved goods, the assigned claims, or other collateral. This also applies to other impairments. In accordance with the above provisions, we will release the security rights to which we are entitled at the partner's request to the extent that the realizable value of the goods delivered under retention of title exceeds the secured claims by more than 20 percent.

DEFECTS IN MATERIAL

We guarantee the flawless manufacture of the goods delivered by us. We do not assume any liability for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the partner or third parties, normal wear and tear, faulty or negligent handling, as well as for the consequences of improper changes or repairs carried out by the partner or third parties without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods. The limitation period for material defect claims is determined by the law, unless otherwise agreed. It is deemed agreed that the shortest possible limitation period according to the law applies. Open defects must be reported immediately in writing upon receipt of the goods at the destination, hidden defects must be reported immediately in writing upon discovery of the defect. In the case of justified and timely defect complaints, we will either rectify the defective goods or deliver flawless replacement at our discretion. If we fail to fulfill these obligations or do so in a manner not in accordance with the contract within a reasonable period, the partner can set a final deadline for us in writing within which we must fulfill our obligations. After the unsuccessful expiration of this deadline, the partner can demand a price reduction, withdraw from the contract, or carry out the necessary rectification himself or have it carried out by a third party at our expense, if we are at fault. If the rectification has been successfully carried out by the partner or a third party, all claims of the partner are settled with reimbursement of the reasonable costs incurred. Compensation is excluded if the expenses increase because the goods have been transported to a location other than the one specified in our delivery, unless this corresponds to the intended use of the goods. The maximum amount reimbursed is the sum of the article according to the invoice.

PAYMENT TERMS

Unless otherwise agreed, all invoices are due for payment within 30 days of the invoice date without deduction after the goods have been delivered. A 2% discount is granted for payment within 14 days of the invoice date, provided that the partner is not in arrears with the settlement of claims. For initial orders, delivery is generally made against advance payment. In this case, we grant a 3% prepayment discount. If we have delivered partially defective goods that are undisputed, the partner is still obliged to pay for the non-defective part, unless the partial delivery is of no interest to him. Otherwise, the partner can only set off against legally established or undisputed counterclaims. In case of exceeding the payment term, we are entitled to charge default interest at the rate charged by the bank for current account credits, but at least 8 percentage points above the respective base rate. In case of delayed payment, we can suspend the fulfillment of our obligations after written notice to the partner until receipt of payment.

Bills of exchange and checks are only accepted by agreement and only for the purpose of fulfillment and on the condition of their discountability. Discount charges are calculated from the due date of the invoice amount. There is no guarantee for the correct presentation of the bill and for the collection of the bill. If the partner uses a central clearinghouse, the invoice settlement is considered debt-discharging only upon crediting to our account. If it becomes apparent after the conclusion of the contract that our claim for payment is jeopardized by the partner's lack of performance, we can refuse performance and set a reasonable deadline for the partner to pay or provide security in exchange for delivery. In the event of the partner's refusal or unsuccessful expiration of the deadline, we can withdraw from the contract and claim damages for non-performance.

SALES AIDS

Sales and presentation aids provided free of charge to the partner remain our property and can be reclaimed at any time. While using the sales and presentation aids, all associated risks pass to the partner. He undertakes to only stock the sales and presentation aids with our goods and to compensate for any loss or damage caused by him.

OTHER CLAIMS

Unless otherwise stated below, other and additional claims of the partner against us are excluded. This applies in particular to claims for damages due to delay, impossibility of performance, culpable breach of contractual ancillary obligations, fault in concluding the contract, and tort. We are not liable for damages that did not arise directly from the delivered goods. In particular, we are not liable for lost profits or other financial losses of the partner. The above limitations of liability do not apply if we have caused the damage intentionally or through gross negligence or if we have violated essential contractual obligations. If an essential contractual obligation has been breached by us, we are only liable for the typical, foreseeable damage, up to the maximum amount of the invoice value. The limitation of liability also does not apply in cases where liability for personal injury or property damage to privately used items is required under the Product Liability Act for defects in the delivered goods. It also does not apply in case of the violation of life, body, or health when guaranteed properties are missing, if and to the extent that the guarantee was intended to secure the partner against damages that did not arise directly from the delivered goods. Recourse claims of the partner against us only exist to the extent that the partner has not made any agreements with his buyer that go beyond the statutory defect claims. The scope of recourse claims is also governed by clause 23, last sentence, accordingly. To the extent that our liability is excluded or limited, this also applies to the personal liability of our legal representatives and vicarious agents.

CONFIDENTIALITY

Unless expressly agreed otherwise in writing, the information underlying this contractual relationship is not considered confidential.

APPLICABLE LAW, PLACE OF JURISDICTION, SEVERABILITY, AND TRANSFERABILITY OF CONTRACTUAL RIGHTS

These terms and conditions and the entire legal relationship between the contracting parties are subject to the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG - "Vienna Sales Law") is excluded. For all legal disputes, including within the scope of a bill and/or check process, our place of business is the place of jurisdiction, provided that the partner is a merchant, a legal entity under public law, or a public-law special fund. We are also entitled to sue at the partner's place of business. If a provision in these terms and conditions or a provision in other agreements is or becomes invalid, the validity of the contract as a whole is not affected. In this case, the contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to achieving the economic success of the invalid provision. The mutual contractual rights may only be transferred with mutual consent. If special tools, devices, etc. have been invoiced for special productions, the purchaser does not acquire any rights to the tools through the payment of cost shares. Rather, they remain our property and possession.

CAUTION FOR PRODUCT RETURNS

Please note in the case of transport damage that damage or loss must be reported to the transport carrier within 24 hours (postal shipments) and within 7 days (rail/freight forwarder). Please check the shipment immediately for completeness and damage and report any complaints directly to the carrier (railway, parcel service, freight forwarder, etc.). Later complaints cannot be accepted. Quantity complaints and defect notifications will only be accepted within one week of receipt of the goods. Returns may only be made after consultation with our responsible contact person. This person will assign a return number, which must be provided with the return. In the case of returns, please use the carrier (railway, parcel service, forwarder, etc.) that delivered the goods to you. Returns must be made carriage-free in any case, free domicile Radevormwald. If the aforementioned conditions are not adhered to, we are unable to accept any complaints and will refuse acceptance of the returned goods in the case of returns. In the case of justified complaints, freight costs will, of course, be credited upon appropriate notification.

As at 06/2008