General Terms and Conditions on Delivery and Payment

Section 1 General - Agreement of the General Terms and Conditions

Our terms of sale are exclusively valid; we do not recognize any regulations to the contrary or any stipulated by the person ordering deviating from our terms of sale, unless we expressly agreed to their validity in writing. Our terms of sale also apply, when we execute a delivery to the customer without reservation, even if we have knowledge of contrary regulations or any stipulated by the person ordering deviating from our terms of sale.
All agreements between us and the person ordering made for the execution of this contract, have to be laid down in writing in this contract.

Section 2 Quotations

Quotations are binding for a period of three months, starting from the day they are submitted.
In case of estimates of cost the supplier reserves the right of property and copyright with regard to all associated documents.

Section 3 Conclusion of contract

An order shall only be considered as accepted, when this has been confirmed in writing by the supplier. The same shall apply to modifications, supplements and sub-agreements.
With the letter of confirmation the scope of our delivery or of any other services shall be determined.
The contractor is not liable for any faults caused by documents, denominations, unclear information of oral agreements submitted by the customer.

Section 4 Prices

The agreed prices are valid, plus an additional margin of +/-10% without freight and packaging costs.
All prices are quoted plus the statutory value-added tax. On the day of accounting the value-added tax will be shown separately.
Should it turn out during the execution of the contract, that further work, unforeseen or unconsidered upon the conclusion of the contract, shall become necessary, then this work, in principle, has to be paid for. This payment shall either be agreed upon or it shall follow section 652 BGB (Civil code).

Section 5 Delivery dates

The period of delivery starts as soon as all details of execution have been clarified and an agreement regarding the conditions for the transaction has been reached. The duration of the period of delivery refers to the completion at the supplier's plant.
The contractual obligations of the contractor are under the reservations of uncontrolled production and shipment conditions, as well as the timely and correct supply by component and sub-suppliers.
In case of unexpected events, which are outside the supplier's sphere of influence, the periods of delivery shall be appropriately extended for the time caused by the occurred delay. This also applies when these events occur during a delayed delivery.
If the contractor is in default with regard to the services incumbent on him, then the person ordering shall have the right to withdraw from the contract, provided he has first given the contractor a fixed reasonable period for performing his part with a declaration that he will decline the performance after the expiration. Claims for damages due to delayed delivery and contractual penalties are excluded.

Section 6 Passing of risk

The risk is transferred to the person ordering on the dispatch from the supplier's plant, when the supplier has assumed responsibility for.
Acceptance of the ordered work shall take place immediately upon notification of its completion. This also applies to complete part performances and part deliveries.

Section 7 Defects

In case the shipment shows any defects the contractor shall only be liable to, at his option, either fix or deliver anew the defective parts of the shipment. For the rest section 476a BGB (Civil Code) shall apply.
The recipient shall notify the contractor in writing of any defects within 14 days of receipt of the goods. Upon his request the defective parts shall be returned to the contractor.
In case of latent defects the time limit for claims shall be extended to one week after the defect has been identified, however to no more than 6 months after delivery.
The person ordering shall, free of charge, grant the supplier the required time to execute all necessary modifications, as well as for the delivery of replacements.
The person ordering shall not have the right to repair any defects himself or to purchase replacement goods from third parties and to bill the costs involved to the contractor. Any infringement shall render the right to repairs or replacement deliveries not applicable.
The right to rectification or replacement shall also be cancelled if the rectification or replacement is made difficult by unauthorized repairs on the part of the person ordering.
In case the rectification or replacement fails, the person ordering reserves the right to demand a cancellation of the contract.
Apart from the claim to rectification of defects or replacement delivery the person ordering shall have no further claims. This applies especially to claims for damages.

Section 8 Customer's right to terminate

The customer shall have the right to terminate the contract in the event that the contractor has let an appropriate period for the rectification of a defect he is responsible for pass without results. The same shall apply if a replacement delivery is impossible or if the contractor refuses to rectify the defects.

Section 9 Contractor's right to terminate

The contractor reserves the right to terminate in case he learns, after the conclusion of the delivery contract, that the financial status of the person ordering is unfavorable. In this case the contractor shall be entitled to bill his expenses to the person ordering. Apart from that the contractor reserves the right to request securities for the performance.
In case of unexpected event, as for example strike, fire etc ., which affect the operation of the contractor or any sub-supplier and which render the delivery of the subject matter of the contract impossible, the contractor shall have the right to completely or partly terminate the contract. The same applies, when it subsequently turns out that the contract is impossible to fulfill.
Claims for damages in case the contractor makes use of his right to terminate, shall be excluded. If the contractor wants to make use of his right to terminate, then he has to inform the person ordering about this as soon as he has recognized the implications of the event or the impossibility.

Section 10 Limitation on liability

The contractor shall be liable for all possible damages caused by default, violations of contract, including preliminary ones; the contractor also assumes liability for damages in tort, but only in case of intent or gross negligence. Insofar as, pursuant to this section, liability is excluded or limited this also applies to the personal liability of employees, workers, staff, representatives and assistants of the contractor.

Section 11 Place of performance - Venue

In case the person ordering is a registered trader the place of business is also the venue; however the contractor shall have the right to sue the person ordering at his place of residence. Should the person ordering, after conclusion of the contract, move his residence or his habitual residence out of the area of the Federal Republic of Germany, then the place of business of the contractor shall be the venue. This also applies if the place of residence or the habitual residence of the person ordering is not known at the time the action is brought.
Unless the order confirmation states anything contrary the place of performance is the contractor's place of business.

Section 12 Terms of payment

All payments have to be made in Euro and exclusively to the contractor.
The purchase price has to be paid as follows a) 1/3 advance payment upon receipt of the order confirmation b) 1/3 advance payment upon delivery c) The remaining amount upon receipt of the invoice, strictly net
In case of wage labor the invoice amount has to be paid strictly net upon receipt of the invoice.
Bills of exchange will only be accepted as payment and subject to the possibility of discounting. The supplier reserves the right to refuse to accept bills as the means of payment. If payment is done by means of a bill, then the person ordering shall bear the costs of discounting, of tax payments and of the collection fees.
If the payment periods are exceeded the legal consequences of default enter into force without any special reminder. The contractor has the right to charge the same interest as a bank. In addition all accounts receivable from the person ordering shall become due for payment immediately, irrespective of the agreed term of payment.
Default of payment on behalf of the person ordering shall entitle the contractor, after effectless expiration of an appropriate period of grace, to terminate the contract, to stop all work, to charge for all work performed so far and to assert his claim for damages. The contractor shall have the same right should unfavorable facts become known with regard to the buyer's creditworthiness.

Section 13 Reservation of title - Security interest

The contractor shall retain ownership of the delivery items until receipt of all payments arising from the delivery contract. If the person ordering breaches the contract, and in particular is in arrears on payment, the contractor shall have the right to repossess the created goods. The repossession of the goods by the contractor shall not constitute a rescission of the contract, unless the contractor expressly states this in writing. Seizure of the produced goods by the contractor shall always constitute a rescission of the contract. After repossessing the goods the contractor is entitled to use or sell them and to credit the proceeds of such use or sale against the liabilities of the person ordering, after deducting the appropriate costs for the process.
The person ordering shall be obliged to treat the created goods with due care and he shall in particular be obliged to insure them adequately at their replacement value against fire, water and theft at his expense. If maintenance and inspection work is necessary, the person ordering has to conduct such work in due time and at its own expense.
In case of seizures or any other interventions of third parties the person ordering shall notify the contractor without undue delay in writing so that the contractor can file an action pursuant to section 771 ZPO (Code of Civil Procedure). If the third party is not able to reimburse the contractor's legal costs for any legal action pursuant to section 771 ZPO, the person ordering shall be liable for the contractor's incurred loss.
Should the purchased goods be mixed or combined inseparably with other objects not belonging to the contractor, the contractor shall acquire co-ownership in the new item in the ratio of the value of the purchased goods to the objects mixed at the time of mixing. If the said goods are mixed or combined in such a way that the item of the person ordering has to be considered the main object it is agreed that the person ordering shall transfer co-ownership to the contractor on a pro-rata basis. The person ordering shall keep the sole or joined property thus generated for the contractor.
It is expressly emphasized that goods that are not yet the sole property of the person ordering, may neither be transferred by way of security nor be pledged. In case of a seizure by a third party the contractor has to be informed of this immediately.

Section 14 Release of securities

In case of over-collateralization the contractor shall undertake to release securities.

Section 15 Property rights of third parties

If the contractor is to perform according to drawings, models, samples or using parts supplied by the person ordering, the person ordering shall warrant that property rights are not infringed hereby. The contractor will inform the person ordering of any such rights known to him. The person ordering shall release the supplier from any claims of third parties and pay compensation for any incurred damages. If a third party forbids production or delivery by the supplier by invoking a property right he holds, the supplier is entitled, without reviewing the legal situation, to discontinue work, to terminate the contract and to claim compensation for the until then incurred expenses from the person ordering. Any rights of the contractor to claim damages based on violations of the transaction remain unaffected.
The contractor is entitled to the copy rights and possible the industrial property rights on the models, molds and devices, designs and drawings made by him or by a third party on his behalf.

Section 16 Binding force of the contract

Even if individual provisions of the contract are or become ineffective, the remaining parts of the contract shall remain binding. In this case the ineffective wording shall be replaced by a wording that does justice to both parties.

Translator's note: In case of doubt only the German original is legally valid.