§ 1 General

(1) The following terms and conditions shall apply to all business transacted
with us. Contrary terms must be agreed on in writing and in detail. Deviating
terms and conditions of our contracting party shall be excluded from the fol-
lowing conditions even when we have not expressly contradicted them.
(2) When the contracting party is no merchant who has been entered into the
commercial register he is still subject to the provisions of the Commercial
Code on commercial transactions among the above-mentioned merchants
in so far as permitted by law. The documents, drawings, brochures, price
lists etc. presented in our offer shall not be binding, in so far as they are not
expressly specified as binding in our offer and/or order confirmation. We
shall reserve unlimited exploitation copyrights on the above-stated docu-
ments, even when our contracting party has not taken over the costs in
whole or in part. Our contracting party may only disclose such documents
to third parties or use them beyond the delivery contract upon our prior con-
sent. At our request or in case of non-placing of the order such documents
have to be given back.

 § 2 Acceptance, delivery, delivery time and taking delivery

(1) Our offers shall always be without engagement in so far as not otherwise
expressly put down in writing. All orders shall be accepted provided that
performance data are achievable. Roughly specified delivery times shall not
be binding, unless we have accepted in writing a delivery time as binding to
us in a particular case or by way of express derogation from such condi-
tions.
(2) In case of expressly promised delivery times our contractual partial shall be
entitled to grant an additional period of time of at least four weeks in writing.
(3) In the event of unforeseeable impediments of production, ongoing interrup-
tions of operation, strike, lockout, shortage of goods and raw material as
well as in case of force majeure we shall be entitled to fulfill assumed deliv-
ery obligations after such obstacle has been eliminated but without any
claim for damages due to our contracting party. We shall also be released
from the adherence to expressly stipulated delivery times should such
events occur.
(4) In case of transactions requiring longer handling periods or in the event of
orders on call (callable orders), calls, deadlines and corresponding specifi-
cations have to be specified in writing and in good time. If this does not take
place we shall be entitled to prior sale. When stipulated acceptance dates
are not observed by our contracting party we shall be entitled to claim dam-
ages from our contracting party.
(5) In case of manufacture to customer’s specifications (e.g. special colors) the
quantities ordered shall be binding and have to be taken in any case. On the
other hand shall no claim by asserted for any additional production of small-
er extra volumes. During delivery time we shall reserve the right to con-
struction or dimensional changes of the object of purchase reasonable to
the contracting party.
(6) We shall be entitled to withdraw from pending contracts.

§ 3 Risk taking and dispatch

(1) Dispatch shall be executed for the account and at the risk of the buyer. Even
in the event of carriage prepaid delivery the risk shall be passed to the buyer
as soon as the freight is delivered to the shipping agent or the freight carri-
er, however, after the freight has left our plant at the latest. This shall also
apply when delivery is carried out by our vehicles and/or our personnel. If
delivery is delayed for reasons for which our contracting party is responsi-
ble the risk shall be passed to our contracting party as soon as readiness for
dispatch is announced. Warehousing costs incurred after passing of the risk
shall be borne by our contracting party.

(2) Staff members of our contracting party which are present at the point of
destination shall be considered as authorized to confirm the propriety and
faultlessness of the delivery. This shall also apply when the goods are col-
lected by our contracting party.

§ 4 Prices and incidental expenses

(1) Our prices shall be net prices. The value-added tax rate prescribed by law
shall be separately invoiced. In the event of fixed price agreements we shall
reserve the right to increase the prices for the delivery which is executed
later than six months after conclusion of the contract by a rise of wage costs
and material expenses accrued in the meantime.
(2) Unless agreed on otherwise, all prices shall be ex works, i.e. ex our plant.
(3) Any costs for returned goods from claims for reservation of title shall be
borne by our contracting party.

 § 5 Payment

(1) Unless agreed on otherwise our invoices shall be payable net cash without
undue delay on receipt of an invoice. In case of later payment we shall be
entitled to ask for interests and commissions as from maturity which our
bank charges for unsecured credits, at least however 5 % above the basic
interest rate according to § 288 Para. 1 Clause 2 BGB (German Civil Code).
(2) Our invoices shall be considered as accepted when our contracting party
has not objected in writing without undue delay on receipt of the invoice.
(3) Without special agreement bills of exchange shall not be taken in and should
such agreement exist only payment of half bill shall be accepted. Discount,
stamp duty and other expenses shall be borne by our contracting party. In
the event of bills of exchange and checks no obligation shall be assumed for
submission or making protest.
(4) If our payment conditions are not complied with we shall be released from
all delivery obligations.
(5) We shall be entitled to execute deliveries only against prepayment or securities.
(6) An offsetting against our claims to performance and claims for damages
respectively or against other claims as well as the assertion of a right to
refuse performance shall be excluded just as well as an assignment of
claims existing against us. Within the scope of non-commercial transactions
the offsetting shall be restricted to undisputed counterclaims recognized by
declaratory judgment of our contracting party, without prejudice to existing
rights to refuse performance which are based on the same contractual rela-
tionship.
(7) If our contracting party delays payment or in the event that we become
aware of circumstances that indicate an existing or impending insolvency
(bill of exchange or check protest, attachments or similar) all claims from
performed obligations shall immediately be due for payment.

§ 6 Warranty

(1) Upon receipt of the goods our contracting party shall be obliged to inspect
them for obvious defects. Should the party locate deficiencies of the goods
it shall give notice of the defect to us in writing within a preclusive period of
eight days upon receipt of the goods. Such notice of defects may only be
considered inasmuch as the goods are still in a condition of delivery. Notice
shall be given of defects which may not be detected within the aforemen-
tioned period even after most careful inspection by our contracting party in
writing without undue delay following their detection and immediate cessa-
tion of possible handling.
(2) Should we be obliged for warranty we shall first of all guarantee for defi-
ciencies of the goods according to our choice by rectification of defects or
substitute delivery.
(3) If subsequent performance goes wrong our contracting party may in princi-
pal ask for a lowering of remuneration (reduction) or annulment of the con-
tract (revocation). In case of only minor non-conformity with the contract and
especially in the event of only small deficiencies the customer shall not be
entitled to terminate the contract. The burden of proof for all preconditions
of a claim shall fully rest with the entrepreneur especially for the defect itself,
for the time of locating the deficiency and the notification of defects within
the prescribed period.
(4) If our contracting party chooses to withdraw from the contract because of a
defect of title or quality following a failed subsequent performance he shall
not be entitled to any additional claim for damages. If our contracting party
chooses compensation for loss suffered following failed subsequent performance
the goods shall be kept in his possession, providing it is reasonable to him.
Any compensation for loss suffered shall be restricted to the difference between
the purchase price and the value of faulty goods. This shall not apply when we
have violated the contract in a fraudulent manner.
(5) For entrepreneurs the warranty period shall be two years from delivery of the
goods. This shall not apply when our contracting party fails to notify the
defect in due time. A limited warranty period of six months shall be applica-
ble for moving or wear parts.
(6) In principal, only the product description of the manufacturer as regards the
condition of the goods shall be considered as agreed. Public statements,
advertizing and promotion of the manufacturer shall not represent any addi-
tionally specified condition of goods according to contract. We shall not
warrant our contracting party within the meaning of the law. Manufacturer’s
guarantees shall remain unaffected hereby.
(7) If our contracting party receives insufficient mounting instructions from us
we shall be only obliged to supply faultless mounting instructions and only
in the event when imperfect mounting instructions prevent proper erection.

§ 7 Limitations on liability

(1) In case of slight negligent failure to comply with one’s duty our liability shall
be limited to a foreseeable, contract-typical, direct average damage. This
shall also apply to slight negligent failure to comply with one’s duty of our
legal representatives and all persons employed by the debtor in the per-
formance of his obligations. We shall not be liable to companies in the event
of slight negligent failure.
(2) The foregoing limitations on liability shall not concern any claim of the con-
tracting party based on product liability. The limitation on liability shall also
not apply to personal injury and injury to health attributable to us or in the
event of loss of life of our contracting party.
(3) Claims for damages of our contracting party on account of a deficiency shall
be subject to a limitation period of one year from delivery of the goods. This
shall not apply when we are accused of fraudulent intent.

§ 8 Reservation of title

(1) The delivered goods shall remain our property until all our receivables from
a business connection are settled. Nevertheless, our contracting party may
process or resell the goods within the scope of a proper business activity.
This authority shall cease when an assignment of a claim on the purchase
price of the contracting party against its customer is effectively excluded.
Any pledging or transfer by way of security of goods with reservation of title
for the benefit of a third party shall be excluded without our consent. In the
event of seizure of such goods as well as damage or loss our contracting
party shall give notice to us without undue delay. The authority of our con-
tracting party to resell reserved goods in a proper business transaction shall
also end upon cessation of payments of the contracting party or whenever
an opening of insolvency proceedings or of arrangement proceedings to
avoid insolvency on the property of the party is requested. In this case, our
contracting party shall be obliged to hand out the reserved goods upon a
request on our part. The proceeds for taken back and non-processed
reserved goods which are realized at best possible utilization shall be cred-
ited to our contracting party. A request for the return of reserved goods shall
not imply a withdrawal from contract.
(2) When goods with reservation of title supplied by us are joined with other
movable property in a new standard property or when a new movable prop-
erty is produced by processing or rebuilding of reserved goods the reserva-
tion of title shall also cover the newly produced property. Our share on own-
ership of a newly produced property shall be determined according to the
ratio of the invoice value of the reserved goods delivered by us to the newly
produced property.
(3) All receivables accruing to our contracting party vis-à-vis third parties from
the sales of goods with reservation of title delivered by us shall be passed
into our ownership upon coming into existence of the receivables for the
purpose of safeguarding existing and/or from now on existing claims.
Moreover, our contracting party shall transfer to us all claims for which it is
entitled now or later with regard to reserved goods for another legal ground
and shall assign all rights to be derived from these claims, e.g. claims for
damages from insurance benefits, upon coming into existence of the corre-
sponding claim. We shall not collect a transferred claim as long as our con-
tracting party does not assume its obligations. Our contracting parts shall be
obligated to name third party debtors on demand. Claims incurred by our
contracting party from reselling of reserved goods with reservation of title
vis-à-vis third parties must not be taken up in current accounts. If they are
nonetheless taken up in current accounts the assignment shall also cover
the right to close a current account and the balance of a current account.
(4) At the request of our contracting party we shall be obliged to release any
security for which we are entitled, when and so far as a realizable value of
the securities exceeds the claims to be secured by 20%.
(5) In case of cessation of payments our contracting party shall be obligated to
send without unduly delay a list of the still existing reserved goods with
reservation of title even as far as the goods are processed and transmit a list
of the claim on third party debtors together with copies of accounts after
notice has been given of a cessation of payments.
(6) Should we undertake contingent liabilities in the interest of our contracting
party (payment by check / bill of exchange) an extended and broadened
reservation of title shall remain until we are fully released from these liabili-
ties.
(7) For financial purposes we shall be entitled to transfer trade accounts receiv-
ables.

 § 9 Place of delivery and jurisdiction

(1) Place of delivery for all performances from the delivery contract shall be the
place of our business.
(2) Place of jurisdiction (also for actions on bills of exchange and checks) shall
be Krefeld. We shall, however, be entitled to assert our rights facing our con-
tracting party at the party’s place of jurisdiction. The German law shall apply.

§ 10 Partial invalidity of terms

(1) Should one or several of these general terms of delivery and payment in
whole or in part be invalid or incomplete the validity of the remaining provi-
sions shall not be affected.
(2) The contracting parties shall rather undertake to draw our attention to invalid
or incomplete provisions and upon prior consultation with us replace these
by a provision of valid content or fill the gap in such a way that the eco-
nomically pursued purpose is attained.

As at October 2009