Terms and Conditions

§1 General – Scope

(1) Our sales conditions apply exclusively; we do not recognize conditions of the buyer that are contrary to or differ from our sales conditions, unless we have expressly agreed to their validity in writing. Our sales conditions also apply if we carry out delivery to the buyer without reservation in the knowledge of conditions of the buyer that are contrary to or differ from our sales conditions.

(2) All agreements made between us and the buyer for the purpose of executing this contract are set down in writing in this contract.

(3) Our sales conditions also apply to all future business with our customers.

§ 2 Offer – Offer Documents

(1) If the order is to be qualified as an offer according to § 145 BGB (German Civil Code), we can accept it within 2 weeks.

(2) We retain the property and copyright in illustrations, drawings, calculations, and other documents. This also applies to such written documents that are designated as “confidential.” Their transmission to third parties requires our express written consent.

§ 3 Price – Payment Conditions

(1) Unless otherwise stated in the order confirmation, our price is “ex works,” excluding packaging; this will be billed separately.

(2) The statutory value-added tax is not included in our prices; it is shown separately in the invoice at the statutory rate on the day of invoicing.

(3) The deduction of a discount requires a special written agreement.

(4) Unless otherwise stated in the order confirmation, the purchase price is net (without deduction) due for payment within 10 days from the date of the invoice. The legal regulations concerning the consequences of late payment apply.

(5) The buyer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or recognized by us. In addition, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

(6) Small orders – For an order below € 25.00, we charge € 10.00 for packaging and processing. We reserve the right to charge cancellation fees.

§ 4 Delivery Time

(1) Unless a binding delivery date has been expressly agreed, our delivery dates or delivery periods are exclusively non-binding.

(2) The beginning of the delivery time we have specified presupposes the timely and proper fulfillment of the buyer’s cooperation duties. We reserve the right to object to an unfulfilled contract.

(3) The buyer can request us in text form to deliver within a reasonable period after exceeding a non-binding delivery date/delivery period by three weeks. If we culpably fail to meet an express delivery date/delivery period or if we are in delay for other reasons, the buyer must set us a reasonable grace period for performance. Only after this grace period has expired without result is the buyer entitled to withdraw from the purchase contract.

(4) If the buyer is in default of acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. We reserve the right to further claims. On the other hand, the buyer is entitled to prove that no damage has occurred at all or that it is significantly lower than demanded. The risk of accidental loss or accidental deterioration of the purchased item passes to the buyer at the moment when he is in default of acceptance or debtor’s delay.

(5) We are liable according to the legal provisions if the delivery delay for which we are responsible is due to the culpable violation of a significant contractual obligation; however, in this case, liability for damages is limited to the foreseeable, typically occurring damage.

§ 5 Transfer of Risk – Packaging Costs

(1) Unless otherwise stated in the order confirmation, delivery is agreed to be “ex works.”

(2) Transport and all other packaging in accordance with packaging regulations will not be taken back; pallets are an exception. The buyer is obliged to dispose of the packaging at their own expense.

(3) If the buyer wishes, we will cover the deliveries with a transport insurance; the costs incurred in this regard are borne by the buyer.

§ 6 Warranty for Defects

(1) Warranty claims of the buyer presuppose that the buyer has duly complied with his inspection and notification obligations in accordance with § 377 HGB (German Commercial Code).

(2) In the event of a defect in the purchased item, the buyer is entitled to choose between rectification of the defect or delivery of a new defect-free item. In the case of rectification, we are obliged to bear all expenses necessary for the purpose of rectifying the defect, especially transport, travel, labor, and material costs, provided they are not increased by the fact that the purchased item was taken to a place other than the place of performance.

(3) If the rectification fails, the buyer is entitled to demand withdrawal from the contract or a reduction in price, at his discretion.

(4) We are liable according to the legal provisions if the buyer asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. If no intentional breach of contract is attributed to us, the liability for damages is limited to the foreseeable, typically occurring damage.

(5) We are liable according to the legal provisions if we culpably violate a significant contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.

(6) Insofar as the buyer is entitled to claim compensation for the damage instead of the performance, our liability is also limited to compensation for the foreseeable, typically occurring damage within the scope of para. (4).

(7) Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(8) Unless otherwise regulated above, liability is excluded.

(9) The limitation period for warranty claims is 12 months, counted from the transfer of risk.

§ 7 Further Liability

(1) Any liability for damages beyond the content of § 6, regardless of the legal nature of the asserted claim, is excluded. This applies in particular to claims for damages due to negligence at the time of contract conclusion, for other breaches of duty, or for tortious claims for compensation for material damage according to § 823 BGB (German Civil Code), unless they are based on intentional action.

(2) Insofar as liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, representatives, and/or vicarious agents.

§ 8 Reservation of Title

(1) We retain ownership of the purchased item until all payments from the delivery contract have been received. In the event of breach of contract by the buyer, especially in the case of late payment, we are entitled to take back the purchased item. Taking back the purchased item by us does not constitute withdrawal from the contract, unless we have expressly declared this in writing. Seizing the purchased item always constitutes a withdrawal from the contract. After taking back the purchased item, we are authorized to utilize it; the proceeds from such utilization shall be credited against the buyer’s liabilities – less reasonable utilization costs.

(2) The buyer is obliged to handle the purchased item with care; in particular, he is obliged to insure it sufficiently at his own expense against fire, water, and theft damage at the replacement value. If maintenance and inspection work is necessary, the buyer must carry it out in a timely manner at his own expense.

(3) In the event of seizures or other interventions by third parties, the buyer must notify us immediately in writing so that we can file a lawsuit according to § 771 ZPO (German Code of Civil Procedure). If the third party is not able to reimburse us for the court and out-of-court costs of a lawsuit according to § 771 ZPO, the buyer is liable for the loss we incurred.

(4) The buyer is entitled to resell the purchased item in the ordinary course of business; however, he already assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise from the resale against his customers or third parties, regardless of whether the purchased item was resold without or after processing. The buyer remains authorized to collect this claim even after assignment. However, our authority to collect the claim ourselves remains unaffected. We commit ourselves not to collect the claim as long as the buyer meets his payment obligations from the collected proceeds, does not fall into payment arrears, and, in particular, no application for the opening of insolvency proceedings has been filed or there is no cessation of payments. If this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents, and notifies the debtors (third parties) of the assignment.

(5) The processing or transformation of the purchased item by the buyer is always carried out for us. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. Otherwise, the same applies to the item resulting from processing as to the purchased item delivered under reservation.

(6) If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is done in such a way that the buyer’s item is to be regarded as the main item, it is agreed that the buyer transfers proportional co-ownership to us. The buyer keeps the sole ownership or co-ownership for us.

(7) The buyer also assigns to us the claims to secure our claims against him, which arise from the connection of the purchased item with a property against a third party.

(8) We commit ourselves to release the securities entitled to us at the request of the buyer, insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is up to us.

§ 9 Jurisdiction – Place of Performance

(1) If the buyer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the buyer at his place of residence.

(2) The law of the Federal Republic of Germany applies; the validity of the UN Sales Convention is excluded.

(3) Unless otherwise stated in the order confirmation, our place of business is the place of performance.

General Purchasing Conditions

§ 1 General – Scope

(1) Our purchasing conditions apply exclusively; we do not recognize conditions of the supplier that are contrary to or differ from our purchasing conditions, unless we have expressly agreed to their validity in writing. Our purchasing conditions also apply if we accept the supplier’s delivery without reservation in the knowledge of conditions of the supplier that are contrary to or differ from our purchasing conditions.

(2) All agreements made between us and the supplier for the purpose of executing this contract are to be recorded in writing in this contract.

(3) Our purchasing conditions apply only to companies according to § 310 para. 4 BGB (German Civil Code).

(4) Our purchasing conditions also apply to all future business with our customers.

§ 2 Offer – Offer Documents

(1) The supplier is obligated to accept our order within a period of 2 weeks.

(2) We reserve ownership and copyright in illustrations, drawings, calculations, and other documents; they must not be made accessible to third parties without our express written consent. They are to be used exclusively for manufacturing based on our order; after the order has been processed, they must be returned to us without being requested. They must be kept confidential towards third parties, in this respect, the regulation of § 9 para. (4) applies additionally.

§ 3 Prices – Payment Terms

(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery “free to the door” including packaging. The return of the packaging requires a special agreement.

(2) The statutory value-added tax is not included in the price and must be shown separately.

(3) We can only process invoices if they – in accordance with the specifications in our order – specify the order number stated there; the supplier is responsible for all consequences arising from non-compliance with this obligation unless he proves that he is not responsible for it.

(4) Unless otherwise agreed in writing, we pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 2% discount, or within 30 days after receipt of the invoice net.

(5) We are entitled to statutory rights of set-off and retention.

§ 4 Delivery Time

(1) The delivery time specified in the order is binding.

(2) The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him indicating that the stipulated delivery time cannot be met.

(3) In the event of delivery delay, we are entitled to statutory claims. In particular, after the expiry of a reasonable period without success, we are entitled to demand compensation instead of performance and to withdraw from the contract. If we demand compensation, the supplier has the right to prove that he is not responsible for the breach of duty.

§ 5 Transfer of Risk – Documents

(1) Unless otherwise agreed in writing, the delivery must be made free to the door.

(2) The supplier is obliged to precisely indicate our order number on all shipping documents and delivery notes; if he fails to do so, we are not responsible for delays in processing.

§ 6 Defect Inspection – Warranty for Defects

(1) We are obliged to inspect the goods within a reasonable period for any quality and quantity deviations; the complaint is timely if it is received by the supplier within a period of 5 working days, counted from the receipt of goods or in the case of hidden defects from their discovery.

(2) We are entitled to the full extent of statutory warranty claims; in any case, we have the right to demand from the supplier, at our option, either rectification of the defect or delivery of a new item. The right to compensation, especially compensation instead of performance, is expressly reserved.

(3) We are entitled to rectify the defects ourselves at the supplier’s expense if there is imminent danger or special urgency.

(4) The limitation period is 36 months, calculated from the transfer of risk.

§ 7 Product Liability – Indemnification – Liability Insurance Coverage

(1) Insofar as the supplier is responsible for product damage, he is obliged to indemnify us from claims for damages by third parties at the first request to the extent that the cause is within his control and organizational area and he is liable to the outside.

(2) Within the scope of his liability for cases of damage in the sense of para. (1), the supplier is also obliged to reimburse any expenses according to §§ 683, 670 BGB (German Civil Code) as well as §§ 830, 840, 426 BGB that arise from or in connection with a recall action carried out by us. Regarding the content and scope of the recall measures to be carried out, we will inform the supplier – as far as possible and reasonable – and give him the opportunity to comment. Other statutory claims remain unaffected.

(3) The supplier undertakes to maintain product liability insurance with a coverage sum of 10 million Euros per personal injury/property damage – lump sum; if we are entitled to further claims for damages, these remain unaffected.

§ 8 Intellectual Property Rights

(1) The supplier guarantees that no third-party rights within the Federal Republic of Germany are violated in connection with his delivery.

(2) If we are claimed by a third party for this reason, the supplier is obliged to indemnify us from these claims at the first written request; we are not entitled to make any agreements with the third party – without the consent of the supplier – especially to conclude a settlement.

(3) The supplier’s obligation to indemnify relates to all expenses necessarily incurred by us from or in connection with the claim by a third party.

(4) The limitation period is ten years, calculated from the conclusion of the contract.

§ 9 Reservation of Title – Provision of Components – Tools – Confidentiality

(1) If we provide parts to the supplier, we retain ownership of these parts. Processing or transformation by the supplier is carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed items at the time of processing.

(2) If the item provided by us is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is done in such a way that the supplier’s item is to be regarded as the main item, it is agreed that the supplier transfers proportional co-ownership to us; the supplier keeps the sole ownership or co-ownership for us.

(3) We retain ownership of the tools; the supplier is obliged to use the tools exclusively for the production of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at the new value at his own expense against fire, water, and theft damage. At the same time, the supplier hereby assigns to us all compensation claims from this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work as well as all maintenance and repair work on our tools at his own expense in due time. He must immediately report any malfunctions; if he fails to do so culpably, claims for damages remain unaffected.

(4) The supplier is obliged to keep all received illustrations, drawings, calculations, and other documents and information strictly confidential. They may only be disclosed to third parties with our express consent. The obligation of confidentiality also applies after the execution of this contract and expires if and as far as the manufacturing knowledge contained in the provided illustrations, drawings, calculations, and other documents has become generally known.

(5) Insofar as the security rights due to us according to para. (1) and/or para. (2) exceed the purchase price of all our reserved goods that have not yet been paid for by more than 10%, we are obliged to release the security rights at the supplier’s request at our discretion.

§ 10 Place of Jurisdiction – Place of Performance

(1) If the supplier is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the supplier at his place of residence.

(2) Unless otherwise stated in the order, our place of business is the place of performance.

(3) The law of the Federal Republic of Germany applies; the validity of the UN Sales Convention is excluded.
Date: August 2008