General terms and conditions of sale

1. Extent and Validity

All quotations issued by the Seller are offered subject to change without notice. All contracts and agreements are legally binding for the Seller only if they are confirmed in writing and signed on behalf of the company or executed by the Seller. Alterations and additions to orders and agreements require written form to be valid. The validity of any terms end conditions of purchase of the Buyer is explicitly excluded.

2. Prices

All prices are to be regarded ex-works, excluding shipping and packaging unless a special agreement exists. Sales tax, any local taxes, charges and duties are to be borne on Buyer’s account and will be charged additionally.

Same applies to freight and transport insurance costs.

3. Inspection at Goods

If by special agreement goods are to be inspected before delivery this inspection is to be executed in the plant of the Seller or any sub-supplier of the seller. Expenditures and costs incurred at factory are to be borne on Sellers account, but travel and subsistence expenses of the Buyer, his representative or any entrusted examiner and his fees are to be borne on Buyer’s account.

4. Delivery

Delivery dates and deadlines, unless explicitly agreed and indicated as fixed, are to be considered as approximate,. whereby an excess or a falling short of 4 weeks to such dates and deadlines is deemed to be in time. Seller’s observance of delivery dates and deadlines depends on settlement of due payments and satisfaction of any condition to be fulfilled by the Buyer prior to delivery. Delivery is deemed to be successful on departure of the goods ex factory or supply depot of the Seller regardless the method of despatch, or in case of delay due to the Buyer the goods are to be considered as delivered on the date prior indicated to the Buyer as ready for despatch. At the same time - despatch or readiness for despatch - all risks in respect of such goods pass from the Seller to the Buyer regardless the terms of delivery agreed upon- Same applies in case the Buyer asks for postponement of delivery date.

Loading and transport of the goods is in any case to be effected at Buyer’s risk, the same if transport is effected or organised by the Seller.

5. Payment

Unless a special agreement on payment conditions exists, the agreed price is due for payment on presentation of the Sellers invoice, subject to no discount, in the agreed currency and to an account named by the Seller. The date of payment is deemed to be the day on which payment enters the account of the Seller. Cheques end drafts will be accepted by the Seller only on special agreement, and even then only for payment purposes. Charges, collection and discount expenses in this connection are chargeable to the Buyer and are to be repaid by him to the Seller without delay.

The Buyer is not entitled to withhold due payments for reasons of guarantee claims, damage compensation demand or any other counterclaims, or to invoice counterclaims against his due contractual obligations.

The seller reserves the right to withdraw credit facilities at any time and without notice. The seller will charge interest at a rate of 8% (eight per cent) above the base rate of the Bank Of England until payment is received after as well as before any Judgment thereof. The buyer will be responsible for any third party and ancillary costs incurred by the seller in recovery of overdue accounts.

6. Warranty

Warranty period amounts to 6 months from the day of passing the risk.

A warranty claim exists only if the Buyer has fulfilled all his payments and other obligations towards the Seller. and moreover has reported in writing obvious defects within 14 days after receipt of the goods or hidden defects within 14 days after discovery. Warranty claims are limited at Sellers option to correction of the deficiency or replacement of the goods or the reduction of the purchase price. For those parts of the goods which the Seller obtained from sub-suppliers the Seller is only liable within the scope of any warranty/guarantee the Seller obtained from such sub-supplier.

Excluded from warranty are such defects and damages caused by careless or improper handling, maintenance or operation of the goods (mechanical, thermal deformations). The Seller will not provide any warranty that the goods are suitable for a specific use or purpose. All statements of the Seller or his representatives in respect of usability of the goods are always without obligation and constitute no explicit guarantee of certain qualities. Warranty will cease immediately, should attempts be made by the Buyer or third parties to remedy defects in the supplied goods without written consent of the Seller.

Any works or deliveries by the Seller due to warranty claims do not extend the original warranty period. Claims out of the title of warranty can only be lodged by the Buyer himself.

Repair orders will be executed by the Seller only under exclusion of any liability of the Seller for any success as well as for any damages however caused and of whatever nature.

7. Rights of Protection

The Seller accepts no liability for the instance, that the goods manufactured to order of the Buyer constitutes any interference with the commercial rights of protection to third parties (patent rights, laws of trademarks, rights of protection of registered designs, etc.). The Buyer is obligated to indemnify the Seller in this respect.

8. Reservation of Title

The ownership of goods will remain with the seller, which reserves the right to dispose of the goods until payment in full for all goods has been received by or in accordance with the terms of this contract together with the full price of any other goods the subject of any other contract with the seller. The risk of loss or damage shall pass to the buyer at the time the goods are delivered to the buyer’s premises. The buyer acknowledges he is in possession of the goods solely as bailee for the seller until such time as the full price thereof is paid to the seller together with the full price of any other goods the subject of any other contracts with the seller. Until such time as the buyer becomes of owner of the goods he shall store them separately from his own goods (or those of any person) in a manner making them readily identifiable as goods of the seller. If such payment as is due to the seller is overdue in whole or part the seller may (without prejudice to any of it’s rights) recover or –re-sell the goods and may enter upon the buyer’s premises by its servants or agents for that purpose. Such payments will become due immediately upon the commencement of any act or process in which the buyer solvency is involved. The buyer may sell the goods or any of them to customers by way of a bona fide sale at full market value provided that any such agreement of sale is made as agents and bailees of the seller (whether the buyer sells on his own account or not) and provided that the proceeds of such sale are held on trust for the seller and are not mingled with other monies and shall be identifiable at all times as the seller’s monies. If the buyer has not received the proceeds of any such sale he shall if called upon to do so by the seller within seven days thereof assign all rights the person or persons to whom he has supplied the goods.

9. Force Majeure

The occurrence of unforeseeable circumstances, or those independent of the will of either party, in particular all cases of force majeure, entitle the Seller to extend delivery dates and deadlines according to the extent and persistence of these circumstances and their consequences, without entitling the Buyer to withdraw from the contract or to claim any compensation.

The Seller however is entitled to cancel the contact completely or partly when faced with such circumstances, without enabling the Buyer or derive any claims for compensation out of this.

10. Liability and Compensation

Every single claim for compensation is excluded where there is no criminal intent or gross negligence of the Seller. The liability of the Seller is in any case limited to damages which arise to the object of delivery itself. The seller will not be liable for any loss of profit or any other losses or expenses indirect consequential or contingent attributable to defects in material manufacture or otherwise.

The Buyer has to indemnity the seller if any claim is raised by third parties due to utilisation or further disposal of the goods and especially in case of claims in connection with product liability.

11. Final Rulings

All legally relevant declarations of the Buyer to the Seller require written form to ensure legal validity. Apart from the competencies granted to the Seller by law or contract, the Seller is authorised to withdraw from the contract without granting grace, if bankruptcy or compensation proceedings are instituted against the property of the Buyer or if preliminary proceedings pursuant to the law on compensation have been instituted, or if a bankruptcy petition has been granted due to lack of assets to cover costs, or if the Buyer has suspended payments.

The contract as well as all aspects of the legal relationship between the Buyer and the Seller are exclusively subject to European Law. The regulations of the Vienna Convention of the United Nations dated 11.4.1980 concerning the International Purchase of Goods (BGBL 1988/96/Federal/Law Gazette l988/96) do not apply.

The regulations of the INCO-Terms (International Rules for the Interpretations of Trade Terms of The International Chamber of Commerce) do apply, as far as the supply-agreement or the present general terms and conditions of sale do not contain any deviation. Sole and exclusive legal domicile for all disputes arising out of and in connection with this supply-agreement as well as for all legal relationships between Buyer and Seller is the factually competent court in England. The Seller is however entitled to appeal to any other court competent for the Buyer.