General Business Conditions

I. General scope of application
1. Our Business Conditions, hereinafter also referred to as 'Conditions' apply exclusively. We do not recognize conditions of the Purchaser which contradict or deviate from our purchase conditions unless we have expressly approved their validity. Our Conditions also apply if we unreservedly perform our supply/service commitment to the Purchaser while knowing of contradictory conditions or conditions of the Purchaser which deviate from our Conditions.
2. Our Conditions shall also apply to future business relations with the Purchaser. All agreements and understandings between us and the Purchaser for the purpose of the execution of this contract are stipulated in writing in this contract.

II. Conclusion of contract
1. Our offers are not binding. The data stated by us and any documentation which forms part of our offer, such as figures, drawings, plans, calculation tables and weight specifications are approximate unless they have been explicitly referred to as binding. Technical changes in particular are reserved as far as reasonable. We reserve all rights of title and copyright to all quotation documents. They shall not be rendered accessible to third parties and shall be returned to us on request. Except as otherwise agreed the Purchaser has no right to construction drawings.
2. By ordering goods, the Purchaser confirms that he/she intends to buy the ordered goods.
The contractual offer quoted in the order shall only be deemed accepted when we confirm its acceptance in writing. We are entitled to accept the contractual offer within four weeks after receipt.
3. When a contract is agreed by way of electronic commerce, we expressly exclude application of article 312 c, paragraph 1 phrase 1 no. 1 - 3 BGH.
4. Fulfilment of the contract shall be subject to the reserve of correct and on-time delivery to us by our suppliers. This only applies to cases where we are not culpable for the non-delivery, in particular if a congruent coverage transaction is concluded with the supplier. We will notify the Purchaser without delay of any non-fulfilment of performance.

III. Prices and payments
1. Unless otherwise specified, prices are ex works exclusive of packaging, freight and erection. All prices are subject to value added tax as dictated by governing law.
2. The necessary packaging will pass into the ownership of the Purchaser and is not returnable to us.
3. Deviations in cost factors like materials, salaries, wages etc. in relation to the reference date will be taken into account in the framework of a price adjustment clause customary in this branch of industry unless a fixed price has been expressly agreed.
4. Net payment is due in cash without deductions at the place of payment stipulated by us, unless we have especially agreed otherwise. Payment terms shall be arranged separately in writing. Bills of exchange (which will only be accepted as payment by special agreement), cheques and bank transfers will be credited when received and validated on the day on which the funds are available for us to use.
5. In the event of a default in payment, we are entitled to charge default interest in the amount of 8% above the basic interest rate (§ 247 BGB).
6. The withholding of payments or offsetting of any counterclaims by the Purchaser that are disputed by us are not permissible.
7. If the Purchaser fails to fulfil all or part of his/her payment obligations towards us or circumstances become known to us that would tend to diminish the Purchaser's creditworthiness, all claims that have occurred up until that point in time will become due immediately. Such circumstances will entitle us to make any outstanding deliveries and to render services only against pre-payment or the provision of security or to withdraw from the contract or to claim indemnity due to non-fulfilment.

IV. Delivery periods
1. The delivery period begins on dispatch of the confirmation of order, however not before the Purchaser has properly fulfilled his obligations, such as furnishing data and documents to be provided by him, authorisations, releases as well as receipt of any down payments agreed.
2. Delivery deadlines shall be considered as met if prior to deadline expiry the delivery item has left our factory or if we have informed the Purchaser that the order is ready for shipment.
3. In the event that the Purchaser does not meet his/her contractual obligations in due time, the delivery period shall be extended accordingly.
Furthermore, the delivery period shall be appropriately extended in the case of events which fall within the scope of industrial disputes, in particular strike and lock-out as well as in the case of the occurrence of unforeseen obstacles which do not lie within our intention, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the delivery item. This also applies if these circumstances occur with subcontractors.
Neither will we be held liable for such circumstances if they occur during an already existing delay. We will inform the Purchaser immediately about the beginning as well as the ending of such circumstances.
4. If the customer should suffer any loss on account of a delay for which we can be blamed, he/she shall be entitled, to the exclusion of any other claims, to require compensation for the delay for each full week thereof amounting to 0.2% of the contract price of those of our goods that cannot be used on time or in compliance with the contract as a result of the delay, subject always to a maximum of 3 %
5. If shipment is delayed for reasons for which the Purchaser is not answerable or at his/her request, he/she shall compensate for the costs caused by the delay, beginning one month after notification of readiness for shipment and reimburse us for all expenses and damages incurred during storage on our premises, or at least an amount equivalent to 0.5% of the agreed price for each month of delay. We are entitled, after an appropriate period having been set and passed without result, to dispose of the delivery items by other means and to supply the Purchaser within an appropriately extended period.
Partial shipments are permitted.
6. Adherence to the delivery period requires fulfilment of contractual obligations by the Purchaser.

V. Delivery and passing of risk
1. The risk is transferred to the Purchaser with dispatch of the goods, at the latest. This is also the case for partial deliveries or in case we have taken over additional services such as expenses for dispatch or transport or installation of the goods. If the shipment is delayed because of circumstances attributable to the Purchaser, the risk shall pass to the Purchaser as of the date of notification of readiness for shipment. The supplied items shall be accepted by the Purchaser, even if they show any insignificant defects, notwithstanding the rights laid down in chapter VII.

VI. Reservation of title
1. The goods shall remain our property until complete payment of all accounts receivable including collateral claims, damages and payments of cheques and bills. The retention of title also remains in effect when we place individual claims in a current invoice and the balance has been drawn and acknowledged. The Purchaser may process and sell goods under the following provisions:
a) The Purchaser's entitlement to process reserved goods in properly conducted business dealings ends when he/she fails to make payments due or when he/she applies for or initiates bankruptcy or receivership proceedings.
b) Because of such processing, the Purchaser acquires no ownership of the new item, according to § 950 BGB. Processing or alteration of a delivered item by the contractual partner shall be carried out on our behalf but without resulting in any obligations for us. Should the goods be processed, mixed or combined with other objects, we acquire part-ownership of the new goods to the value of the reserved goods in proportion to the total value of the goods.
c) The Purchaser hereby assigns the claims and all other rights resulting from the resale or any other type of sale to us in the proportion to which the goods under retention have been processed, combined or mixed, thereby giving us co-ownership of them in the amount of our invoice value. In the last case, the cession entitles us to the percentage of the selling price commensurate with the invoice value of his/her reserved goods in proportion to the invoice value of the object. If the Purchaser has sold his/her claims within the context of genuine factoring, he/she shall assign to us the claims which are due to him/her against the factoring.
d) We will not collect debt claims ourselves, as long as the customer meets his/her payment obligations with us in due course. The direct debit authorization is cancelled by a delay in payment by the Purchaser. In this case we are hereby authorized by the Purchaser to inform his/her buyers about the assignment and to collect the claims ourselves. He/she shall, in particular, provide us on request with a precise list of claims owing to him, with the names and addresses of customers, the amount of the individual claims, date of invoice etc. and shall also maintain us updated regarding of this information. The Purchaser is entitled to collect the receivables him/herself until otherwise instructed by us.
e) We undertake, at the Purchaser's request, to release security accruing to us under the preceding provisions, at our choice, insofar as the value thereof exceeds the claims to be secured by more than twenty percent (20%).
f) Pledges or the granting of security interests in the reserved goods or the assigned claims are not permitted. The Purchaser shall inform us immediately of any pledging and the identity of the pledgee concerned.
g) Should we redeem the delivered object on grounds of reservation of ownership, this does not constitute cancellation of the contract. We can dispose of the reserved goods so redeemed at our own discretion.
h) The Purchaser shall hold the reserved goods in safekeeping on our behalf at no charge. He/she must insure them against normal risks such as fire, theft and water at the usual rates. The Purchaser hereby cedes his/her claims to damages from the above-mentioned risks against insurance companies or other parties liable for damages to us in accordance with the amount of our claims.
i) All claims and titles arising from the reservation of title to all the special forms specified in these provisions will remain valid until complete release from all contingent liabilities that we have assumed in the interests of the Purchaser.

VII. Rights in the event of defects
1. We are under the obligation to repair or eliminate any defect, the cause of which demonstrably occurred before the passing of risk, by way of supplementary performance. Expenses related to the fact that the place of supplementary performance is other than that agreed upon will have to be borne by the Purchaser. The Purchaser shall grant us the time and opportunity necessary to correct the defect. Replaced parts shall become our property.
2. If the supplementary performance to eliminate the defect is unsuccessful, the Purchaser may, at his/her discretion, withdraw from the contract or demand price reduction.
3. The warranty period shall commence on the date of collection or delivery or hand-over of the goods to the carrier.
4. Our warranty is void
a) if we are not immediately notified in writing of detected defects;
b) if defects have occurred due to improper operation of the delivered items, non-compliance with the operating instructions, operating conditions, or maintenance and servicing intervals, normal wear, the use of improper production equipment or unsuitable replacement materials, or
c) if alterations or repairs are carried out on the purchased item, or if spare parts not supplied by us are used without our consent; or
d) If the delivered items have not been installed or commissioned by our staff, unless otherwise agreed in writing, or if defects are demonstrably not due to faults in design and workmanship.
e) If the Purchaser is in default with the fulfilment of his/her contractual obligations to us, we are entitled to refuse compliance with claims under the warranty. An extension of the warranty period is excluded in that case.

VIII. Liability
1. If the goods cannot be used by the Purchaser according to the contractual terms because of negligent execution or because of no execution at all of proposals or advice or other such accessory obligations, particularly operating and servicing instructions for the goods - be it before or after entering into the contract - the stipulations contained in section VIII apply accordingly, excluding any further claims by the Purchaser.
2. We are liable for our own faults and those of our executives and agents due to breach of duties from the contractual relationship and from tort only in the case of intent or gross negligence. This does not apply if and as far as liability is mandatory due to statutory provisions, i.e., as far as liability for personal injuries and damages to privately used items is provided for by the Product Liability Act or in the event of damages arising from death or injury to body or health or the infringement of related contractual obligations. In the latter case, our liability however is limited to the predictable typical damage unless intent, gross negligence or damages arising from death or injury to body or health are involved.
3. The Purchaser is exclusively responsible for the suitability of rooms, buildings and installations for carrying out and operating our delivery items (surrounding conditions). In this respect we are not liable.

IX. Withdrawal
1. The Purchaser shall be entitled to rescind the contract if the whole supply has not taken place before the transmission of risks. The same applies in the event of our inability to perform.
2. If this impossibility arises during default of acceptance or by a fault of the Purchaser, the latter shall be obliged to counter-perform in full.
3. Furthermore, the Purchaser may rescind the contract if we ineffectually let a reasonable time extension granted by the Purchaser expire by our fault, the time extension referring to a repair or the provision of spare parts in order to rectify a fault under the warranty according to these General Terms and Conditions.
4. Any further claims for relating to compensation for damages of any kind, including those which have not arisen regarding the delivery item itself.
5. In the case of any unforeseen events, as far as the economic importance or the contents to be supplied will essentially be affected and in the event that it subsequently proves impossible to execute the contract, the contract shall be adapted accordingly. Where doing so is not economically viable, we shall have the right to cancel the contract in whole or in part. In such a case, the Purchaser shall not be entitled to compensation for damages. If we wish to avail ourselves of our right to rescind, we undertake to inform the Purchaser immediately after finding out the severity of the circumstances. This shall also apply if we initially agreed to extend the delivery time.

X. Place of performance and legal venue
The place of performance for deliveries, services and payments and the legal venue for all disputes arising from the contractual relationship between the parties, including document procedures and bill change procedures shall be Leer/Ostfriesland. We are also entitled to file action at the place of business of the customer.

XL. General and Applicable Law
1. The contract is governed by German law. The provisions of UNCITRAL (United Nations Commission on International Trade Law) shall not apply.
2. Alterations and/or amendments to the contract, including these provisions, as well as appendices to this contract, must be made in writing.
3. Should any of these provisions be, or become, fully or partially invalid or unenforceable, the legal validity of the other provisions shall not be affected by this. The invalid provision shall be substituted by the permissible provision which economically comes closest to the original provision.