General Terms and Conditions of Sale

§ 1 General remarks, scope of application
1.1 Our General Terms and Conditions of Sale (hereinafter: "Conditions") shall apply to all our business relationships to our customers (hereinafter: "Purchasers") to the extent Purchaser is an entrepreneur (Sec. 14 German Civil Code (Bu?rgerliches Gesetzbuch - BGB)). The Conditions shall apply in their respective version as a framework agreement also for future contracts relating to the sale and/or supply of movable assets with the same Purchaser, without the need for us to make reference to them again in each individual case.
1.2 Our Conditions shall apply exclusively. Any derogating, opposing or additional general terms and conditions of the Purchaser shall become an integral part of the contract only if and to the extent we have expressly consented to their application. This requirement of consent shall apply in each case even when, for example, with knowledge of the general terms and conditions of the Purchaser we effect delivery to the latter unconditionally.
1.3 Any individual agreements entered into with the Purchaser in the individual case (including side agreements, changes and amendments) shall in each case take precedence over these Conditions.
1.4 Any legally relevant declarations and notices to be submitted to us by the Purchaser after conclusion of the contract (e. g. setting of deadlines, notification of defects, notice of rescission or of reduction in price) shall not be valid unless made in written form (Sec. 126 BGB).
1.5 References to the application of statutory provisions shall have only clarifying significance. Without such clarification, statutory provisions shall therefore apply to the extent not directly modified or expressly excluded in these Conditions.

§ 2 Conclusion of contracts
2.1 Our offers are non-binding and without obligation. This shall also apply if we have furnished the Purchaser with catalogues, technical documentation (e. g. drawings, plans, calculations, estimates, references to DIN standards), other product descriptions or documents - also in electronic form - in which we reserve the title as well as copyright.
2.2 The ordering of the goods by the Purchaser shall be deemed a binding contract offer. Unless otherwise stipulated in the order, we shall be entitled to accept such contract offer within 2 weeks of our receipt of the same.
2.3 Such acceptance may be declared either in writing (e. g. by order confirmation) or by delivery of the goods to the Purchaser.

§ 3 Delivery period and default
3.1 The delivery period shall be agreed individually. In the case of special orders, the delivery period shall commence when the Purchaser has confirmed our product description to be in accordance with the contract.
3.2 To the extent we are unable to comply with binding delivery periods for reasons we are not responsible for (unavailability of the performance), we shall inform the Purchaser of this fact without undue delay and at the same time notify the latter of the probable new delivery period. If the performance is also not available within the new delivery period, we shall be entitled to rescind the contract in whole or in part; in such case we shall reimburse without undue delay any consideration already paid by Purchaser. Within this sense, notably failure on the part of our supplier to make timely delivery to us shall be deemed a case of unavailability of the performance if we have concluded a matching cover transaction. Our statutory rights of rescission and termination as well as the statutory provisions governing the winding-up of the contract in the case of the performance obligation being excluded (e. g. if performance and/or subsequent performance is impossible or unreasonable) shall not be affected thereby. Purchaser's statutory rights of rescission and termination shall also remain unaffected.
3.3 The point in time when we shall be deemed to be in default of delivery shall be governed by the statutory provisions. If we are in default of delivery, the Purchaser shall have a lump-sum claim for damages for the loss suffered as a result of such default. The lump-sum rate of damages shall be 0.5 % of the net price (delivery value) for each completed calendar week, but no more than 5 % in the aggregate of the delivery value of the goods delivered late. We reserve the right to prove that the Purchaser incurred no loss at all or only a loss that is significantly less than the foregoing lump sum.

§ 4 Delivery, transfer of risk, acceptance, default in acceptance
4.1 Delivery shall take place from stock where also the place of performance is. At Purchaser's request and expense, the goods shall be sent to another destination (purchase by way of shipment (Versendungskauf)).
4.2 The risk of accidental loss and accidental deterioration of the goods shall pass to Purchaser at the latest upon delivery. In the case of purchase by way of shipment, however, transfer of risk shall take place already upon delivery of the goods to the person designated to perform the shipment. If the Purchaser is in default of acceptance of delivery, this is equivalent to delivery.
4.3 If the Purchaser is in default of acceptance or fails to perform an act of cooperation or our delivery is delayed for other reasons the Purchaser is responsible for, we shall be entitled to demand reimbursement of the loss suffered from this including additional expenditures (e. g. storage costs).

§ 5 Prices and payment conditions
5.1 Unless otherwise agreed in the individual case, our prices shall apply ex stock, plus VAT at the applicable statutory rate.
5.2 In the case of purchase by way of shipment (§ 4 (1)), the Purchaser shall bear the costs of transport ex stock and the costs of any transport insurance desired by the Purchaser. An exception to this is euro palettes used for transport, which shall remain our property.
5.3 The purchase price shall be due and payable within 30 days of invoicing and delivery/acceptance of the goods. The Purchaser shall be in default upon expiry of the foregoing payment period.
5.4 The Purchaser shall have rights of set-off and retention only to the extent that his claim has been finally and non-appealably established or is undisputed. However, in the event of defects in the delivery the Purchaser shall be entitled to retain such portion of the purchase price as is reasonable in proportion to the defect.

§ 6 Reservation of title
6.1 Up to payment in full of all our present and future claims under the purchase agreement and a current business relationship (secured receivables), we reserve title in the sold goods.
6.2 Before payment in full of the secured receivables, the goods subject to reservation of title may not be pledged to third parties nor may title therein be transferred by way of security. The Purchaser shall notify us in writing without undue delay if and to the extent that third parties gain access to the goods belonging to us.
6.3 In the case of breach of contract on the part of the Purchaser, in particular in the case of non-payment of the due purchase price, we shall be entitled pursuant to the statutory provisions to rescind the contract and to claim surrender of the goods based on the reservation of title therein. If the Purchaser fails to pay the due purchase price, we may assert these rights only if we have first fruitlessly set the Purchaser a reasonable period for payment or if such period may be dispensed with according to the statutory provisions.
6.4 The Purchaser is authorised to re-sell and/or process the goods that are subject to retention of title in the course of his ordinary business operations. In this case the following provisions shall apply in addition.
6.4.1 The retention of title shall extend to the products resulting from the processing, commingling or combining of our goods up to their full value, in which case we shall be deemed the manufacturer. If, in the event of processing, commingling or combination with goods of third parties the title of the latter is preserved, we shall acquire co-title in proportion to the calculated values of the processed, commingled or combined goods. In all other respects, the same shall apply for the product created as for the goods delivered subject to reservation of title.
6.4.2 The Purchaser already now assigns as security the receivables arising from the resale of the goods or the product against third parties in their entirety or in the amount of our co-title share pursuant to the foregoing paragraph. We hereby accept the assignment. The Purchaser's duties specified in para. (2) shall also apply in respect of the assigned receivables.
6.4.3 The Purchaser shall be equally entitled with us to collect the receivables. We hereby undertake not to collect the receivable as long as the Purchaser complies with his payment obligations towards us, is not in default of payment, no application for the initiation of insolvency proceedings has been filed and the Purchaser is not otherwise impaired in his ability to perform. If this is the case, however, we may require the Purchaser to disclose to us the receivables assigned and their debtors, to furnish us with all information required for collection and to provide us with all related documents and to notify the debtors (third parties) of the assignment.
6.4.4 If the recoverable value of the security exceeds our receivables by more than 10 %, we shall release security items at our choice on Purchaser's request.

§ 7 Purchaser's claims for defects
7.1 Unless otherwise provided hereinafter, rights of the Purchaser in the event of material defects and defects in title (including wrong and short deliveries) shall be governed by the statutory provisions. In all cases this shall be without prejudice to the statutory provisions for end-delivery of the goods to a consumer (recourse to supplier pursuant to Secs. 478, 479 BGB).
7.2 The Purchaser's claims for defects require as a prerequisite Purchaser's prior compliance with his statutory inspection and objection duties (Secs. 377, 381 German Commercial Code (Handelsgesetzbuch - HGB). If a defect is found upon inspection or at a later time, a written notification thereof shall be provided to us without undue delay. The notification shall be deemed to have been made without undue delay if made within two weeks, in which case timely sending of the notification shall suffice for observance of the deadline.
7.3 The Purchaser shall give us the requisite time and opportunity to effect subsequent performance, and notably provide us with samples of the goods rejected to for inspection purposes. If a request for remedy of defect by the Purchaser turns out to be unjustified, we shall be entitled to claim from Purchaser the costs incurred thereby.
7.4 If subsequent performance has failed or if a reasonable period for subsequent performance to be set by the Purchaser has expired fruitlessly or may be dispensed with pursuant to the statutory provisions, the Purchaser shall be entitled to rescind the contract or reduce the purchase price. However, no right of rescission shall exist in the case of an insignificant defect.
7.5 Claims of the Purchaser to damages and/or reimbursement of futile expenses shall exist only subject to § 8 and are excluded in all other cases.

§ 8 Other liability
8.1 Unless otherwise stipulated in these Conditions including the provisions hereinafter, we shall be liable for breach of contractual and extra-contractual duties pursuant to the relevant statutory provisions.
8.2 For damage claims and/or reimbursement of futile expenses, we shall be liable - regardless of the legal ground - only in the event of intent, gross negligence of our directors/officers or executive employees and/or in the event of culpable injury to life, limb or health. For damage incurred by breach of a material contractual obligation (obligation the performance of which enables the contract to be duly and properly performed in the first place and on observance of which a contractual party normally does and may rely), we shall be liable also in the case of gross negligence of non-executive employees and in the case of slight negligence; in such cases, however, our liability shall be limited to the reimbursement of damage typically and reasonably foreseeable for the type of contract in question.
8.3 The liability limitations as set out in para. (2) shall not apply to the extent we have fraudulently concealed a defect or have given a guarantee for the condition of the goods. The same applies for claims of the Purchaser under the Product Liability Act (Produkthaftungsgesetz).
8.4 For a breach of duty not consisting in a defect, the Purchaser shall be entitled to rescind or terminate the contract only if the breach of duty is attributable to us. A free right of termination of Purchaser (notably pursuant to Secs. 651, 649 BGB) is excluded. In all other respects the statutory requirements and legal remedies shall apply.

§ 9 Statute of limitations
9.1 In derogation from Sec. 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from defects in material and defects in title shall be one year from delivery. This shall be without prejudice to third party rights of surrender in rem (Sec. 438 Para. 1 No. 1 BGB) and for claims of recourse to supplier in the case of enddelivery to a consumer (Sec. 479 BGB). For the cases of § 8 para. (3) as well as an intentional or grossly negligent breach of duty or of injury to life, limb or health, the statutory limitation periods shall apply.
9.2 The foregoing limitation periods pursuant to para. (2) and (3) shall also apply to contractual and extra-contractual damage claims of the Purchaser based on a defect in the goods, unless the application of the normal statutory limitation period (Secs. 195, 199 BGB) would lead to a shorter limitation period in the individual case. The limitation periods of the Product Liability Act shall remain unaffected in each case.

§ 10 Governing law and place of jurisdiction
10.1 These Conditions and all legal relationships between us and the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The prerequisites and effects of the reservation of title pursuant to § 6, however, shall be governed by the law of the respective place where the thing is located to the extent that under such law the choice of governing law in favour of German law is ineligible or invalid.
10.2 If the Purchaser is a merchant or does not have any general place of jurisdiction in Germany, the exclusive - also international - place of jurisdiction for any and all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Krefeld. However, we are also entitled to file a legal suit at the Purchaser's general place of jurisdiction.
10.3 The contract language is German. To the extent another language is used by the Parties to the contract additionally, the German version shall prevail. The German version of these Conditions shall prevail.