General Terms and Conditions

I. General Provisions

The following delivery and payment terms apply to the entire business relationship insofar as we are the service provider. The purchaser acknowledges them as binding for the present contract and also for all future transactions.

Divergent terms and conditions of the purchaser are only valid if expressly acknowledged by us in writing. They do not obligate us even without explicit objection unless we expressly recognize them. Acceptance of the delivery is in any case considered acknowledgment of the following delivery and payment terms.

II. Offer and Conclusion of Contract

1. Our offers are always non-binding and subject to change unless explicitly stated otherwise. Orders are only considered accepted once confirmed by us in writing; this also applies to sales concluded by representatives. Amendments, changes, verbal agreements, or promises by employees also require written confirmation from us to be effective.
2. Illustrations, drawings, dimensions, weights, and color tones contained in catalogs, price lists, and other printed materials are standard industry approximations unless expressly designated as binding.
   We retain ownership and copyright over cost estimates, designs, drawings, and other documents. Unless otherwise explicitly agreed or necessarily implied by the nature of the business, the purchaser is not entitled to use such documents. These documents may not be made accessible to third parties without our prior written consent.
3. We reserve the right to make design changes that do not alter the essential character of the goods, provided the delivery is not explicitly made according to the purchaser's specifications or drawings.

III. Prices

1. Our prices apply – unless otherwise agreed in individual cases – ex-works, excluding packaging.
   Value-added tax at the applicable statutory rate is added to the prices.
2. Agreed prices are generally subject to change unless expressly fixed. The prices reflect the cost situation at the time of contract conclusion (date of order confirmation). If cost factors such as significant wage tariffs or material prices change before the agreed delivery date, we are entitled to adjust the prices to cover the actual additional costs incurred.
3. The prices are not binding for repeat orders.
4. The costs for packaging and postage are borne by the purchaser, and these are calculated at cost price.

IV. Delivery Times

1. We strive to adhere to dates and deadlines; however, they are non-binding unless explicitly agreed otherwise in writing.
2. The delivery period begins on the day of dispatch of the order confirmation but not before the buyer has fulfilled any preliminary obligations, clarified all technical and other execution details, and both parties have agreed on all conditions of the transaction.
3. The delivery deadline is deemed met if the goods have left the factory by the end of the deadline or readiness for dispatch has been reported.
4. If we are in default, the purchaser may only withdraw from the contract after the fruitless expiration of a reasonable grace period.
5. The delivery period is reasonably extended – even during a delivery delay – in case of unforeseen events that we could not prevent despite reasonable care under the circumstances. It does not matter whether these obstacles occur in our factory or at one of our subcontractors, e.g., force majeure, operational disruptions, delays in the delivery of essential raw materials, impacts of labor disputes, etc.
   We will promptly inform the purchaser of any hindrances.
   If delivery or performance becomes impossible due to any of the above circumstances, we are released from our delivery obligations.
   In this case, the buyer is entitled to withdraw from the contract after the expiration of a reasonable grace period.
6. The above provision applies accordingly if the purchaser does not fulfill their contractual obligations on time or properly, or if declarations by third parties, especially authorities, are not received on time.
7. The purchaser may not reject partial deliveries.

V. Delivery, Shipment, and Transfer of Risk

1. For custom-made or drawing-based parts, over- or under-deliveries of up to 10% of the ordered quantity are permissible.
2. If the goods are shipped to the purchaser at their request, the risk of accidental loss or deterioration of the goods passes to the purchaser upon handover to the carrier, but no later than upon leaving the factory or warehouse, regardless of whether shipment occurs from the place of performance and who bears the freight costs. In case of a delay in delivery or shipment caused by the purchaser, the risk passes to the purchaser upon notification of readiness for shipment.
3. The choice of the means of transport and the route is made at our best discretion unless specific instructions are provided. We do not assume liability for the cheapest and fastest transportation.
4. For deliveries below a value of 50 euros, we reserve the right to charge a handling fee.

VI. Payment

1. Payments are to be made only to us; representatives are not authorized to collect payments.
2. Payments must be made – unless otherwise agreed in individual cases – in German currency within 10 days from the invoice date with a 2% discount or within 30 days net without any deductions. From the due date onwards, interest at 8 percentage points above the base interest rate applicable in the Federal Republic of Germany will be charged. No discount is granted for invoices below 50 euros.
3. The buyer is obliged to pay invoices for the goods specified therein within the period stated in the invoice and to the specified account unless the order confirmation specifies otherwise.
4. Bills of exchange and checks are only accepted on account of performance without warranty for protest and only by agreement and under the condition of discountability. We are not obliged to accept them. Discount expenses are borne by the buyer from the due date of the invoice and are payable immediately. The debt is only extinguished upon redemption of the bill or check.
5. If circumstances become known before or during the execution of the order that give us reason to doubt the purchaser's creditworthiness, or if the purchaser falls into arrears, we may immediately declare all claims due – even if bills of exchange or checks have been issued for them. We are also entitled, if the purchaser does not provide adequate security within a reasonable period, to execute outstanding deliveries only against prepayment or to withdraw from the contract. If the purchaser finally refuses to fulfill the contract, we are entitled to claim damages for non-performance.
6. The purchaser may neither offset nor assert a right of retention unless the counterclaims are undisputed or have been legally established.
7. Repair and spare parts invoices are collected by cash on delivery for organizational reasons.

VII. Retention of Title

1. The delivered goods remain our property until full payment of all current and future claims arising from our business relationship with the purchaser. This also applies if individual or all claims are included in a current account and the balance has been drawn and acknowledged.
   This includes conditional claims. Payment is considered received only when the equivalent value has been credited to us.
2. The purchaser is entitled to resell the goods under retention of title in the ordinary course of business, but pledging or transferring ownership by way of security is not permitted.
3. Any processing or transformation of the goods under retention of title is carried out by the buyer for the seller without creating obligations for the latter. If the goods under retention of title are processed, combined, mixed, or blended with other goods not belonging to the seller, the seller is entitled to co-ownership of the new item in proportion to the value of the goods under retention of title to the other processed goods at the time of processing, combining, mixing, or blending. If the buyer acquires sole ownership of the new item, the contracting parties agree that the buyer grants the seller co-ownership of the new item in proportion to the value of the processed, combined, mixed, or blended goods under retention of title and stores it free of charge for the seller.
4. If a bill liability of the seller is established in connection with the payment of the purchase price by the buyer, the retention of title and the claim based on it do not expire until the bill has been redeemed by the buyer as drawee.
5. The purchaser hereby assigns to us as security all claims arising from the resale or further processing of the goods under retention of title against third parties, including any ancillary rights, up to the amount of the invoice value. We hereby accept the assignment.
6. The purchaser is authorized, until revoked, to collect the claims assigned to us; this is done in a fiduciary capacity and on our account. The proceeds collected thus belong to us and must be handed over to us.
7. At our request, the purchaser is obliged to notify the assignment to the third-party buyers and to provide the necessary information for asserting our rights against the third-party buyer.
8. The purchaser must promptly inform us of any third-party access or impairment of our rights regarding the goods under retention of title or the claims assigned to us and support us in every way in the intervention.
9. The costs of all measures to preserve or secure our ownership rights are borne by the purchaser.
10. In case of breach of contract by the purchaser, particularly in the case of payment default, we are entitled to reclaim the goods after a reminder, and the purchaser is obligated to separate and return the goods. Merely demanding the return of our goods under retention of title does not constitute withdrawal from the contract.
11. If the realizable value of the existing securities exceeds the claims to be secured by more than 10%, the seller is obliged to release securities to that extent at the purchaser's request.

VIII. Liability for Defects

1. If the delivery item is defective or lacks guaranteed properties, we are, at our discretion, entitled to repair or replace it. Section 377 HGB applies to all performances owed by us, with the proviso that recognizable defects must be reported in writing within 10 calendar days after receipt of the goods.
2. We are liable for replacement deliveries and repair works to the same extent as for the original delivery item; the warranty period starts anew for replacement deliveries.
3. Reduction and withdrawal rights are granted to the purchaser only when subsequent performance fails; Section 323 BGB remains unaffected. Failure of subsequent performance is deemed to have occurred after two unsuccessful attempts.
4. For essential external products, we may, at our discretion, assign any claims against the supplier of the external product to the purchaser or provide warranty according to Section VIII. In case of assignment, we are only secondarily liable; the purchaser must first take action against the supplier.
5. We are not liable for defects arising from documents submitted by the purchaser (drawings, samples, etc.). Customary and minor deviations, as well as technically induced deviations (especially color deviations), that do not affect the essential character of the goods cannot be objected to.
6. The warranty claim of the purchaser expires if they independently and improperly carry out repairs or adjustments without giving us the time and opportunity deemed necessary by our reasonable discretion for repairs or replacement deliveries, thereby hindering defect elimination or defect cause determination.
7. We provide the same warranty for our spare parts or repairs as for the original delivery item.
8. Claims for damages, irrespective of the legal basis, due to defective delivery, particularly claims for compensation for lost profits and compensation for damages not occurring to the delivery item itself, are, to the extent permitted by law, excluded.

IX. Returns

Returns are only accepted after prior agreement and our explicit consent, and credits are issued less a 10% handling fee.

X. Place of Performance and Jurisdiction

1. The place of performance for all obligations arising from the contractual relationship is Heidersdorf.
2. The exclusive jurisdiction for all disputes arising from the contractual relationship, as well as concerning its formation and validity, is Marienberg. However, we also have the right to sue at the company or residence of the purchaser.

XI. Binding Nature of Contracts, Data Protection

1. The entire contractual relationship is governed exclusively by the law applicable in the Federal Republic of Germany.
2. If individual provisions of these terms are invalid for any reason, the remaining provisions remain fully effective.
3. It is announced that we store data within the meaning of the Data Protection Act.

As of: March 2007