The present General Terms of Delivery and Payment form an integral part of the Contract unless otherwise explicitly in writing by the parties to the Contract. Unless the supplier explicitly acknowledges other conditions of the customer differing from the present ones, these other conditions shall not become part of the Contract, even if the supplier has not opposed them.

The extent of delivery is defined by the mutual conforming declarations. If a contract is concluded without the existence of written mutual declarations, the written order confirmation by the supplier defines the extent of delivery; in case of a time limited offer from the supplier and a timely acceptance, the offer from the supplier defines the scope of delivery, unless a timely confirmation of the order by the customer exists. Collateral agreements and alterations require the written confirmation by the supplier. Partial deliveries are admissible.

The prices are based on the cost situation at the time of submission of the offer by the supplier or of his order confirmation, respectively. In case of subsequently occurring cost increase, the supplier reserves the right to change prices accordingly. The prices are valid ex works of the supplier, including loading inside the works, but excluding erection, assembly, packing, fright charges and postage costs, stabilization of immanent value and other coverable risks. The respective legal amount of VAT is added to the prices. Packing material is charged for by the supplier at cost price and is not taken back by him.

The payments must be effected cash without any deduction, with all charges paid, to the supplier’s location of payment. Cheques and bills of exchange are only considered as payment upon their encashment and credit entry. Discount charges etc. are debited to the customer and are payable immediately. The retention of payments or the offset against possible counter claims by the customer disputed by the supplier are not permissible. The customer can only set off those debts outstanding which are undisputed or have become legally binding. If an agreed term of payment is exceeded, an annual interest of 2 % above the respective discount rate of the German Federal Bank (Deutsche Bundesbank), but at least 5 % annual interest, will have to be paid without the need of specific warning and under reservation of assertion of other claims. The supplier has the right to claim interest at the usual interest rate of banks as damages which exceeds the legal interest rate. In a mutual trading transaction interest will be demanded from the due day onward.

The supplier reserves ownership to the delivery item until all payments from the delivery contract are received. The supplier has the right to insure the delivery item at the expense of the customer against theft, breakage, fire, water and other damages, unless the customer himself has provably taken out the insurance. The customer does not have the right to pledge the delivery item or to convey it as a security. In case of distress or seizure or other disposal of the goods through third parties, the customer has to notify the supplier without delay.

In vase of the customer behaving contrary to the terms of the Contract, especially in case of default, the supplier has the right to repossess the goods after a request for payment has been sent and the customer is obliged to deliver the goods up. The assertion of the reservation or ownership and the seizure of the delivery item by the supplier are not considered a withdrawal from the Contract, unless the German consumer credit law is applicable. The customer has the right to sell or process the items possessed by the supplier in the course of orderly business transaction, as long as the customer is not in default with his obligations. The customer hereby cedes all debts receivable from the resale of the delivered items and to which he is entitled to with respect to his clients, to the supplier. The supplier accepts this cession and has the right to demand information about the clients and the amount of payment due. Unless countermanded, the customer remains authorized, besides the supplier, to collect the payments from the clients. If the goods are resold together with merchandise not belonging to the supplier, the debt claims of the customer against the client are considered transferred to the supplier to the amount or the price agreed upon between the supplier and the customer.

Any treatment and processing of the reserved goods performed by the customer for the supplier, does not result in any obligations for the supplier. If the reserved goods are made into a different object through connections or mixing with something else or by processing or rebuilding/ reshaping it, the customer herewith cedes his property or coproperty, respectively, to this object, to the supplier and the customer is obliged to treat the object with businesslike care and have it in safe-keeping free of charge. In case of resale, the paragraph above is applicable accordingly. If coproperty results, the portion of supplier corresponds to the part, which results from the ratio of the value of the delivery goods to the value of the new item. The supplier is obliged to release the securities owed to him insofar as their value exceeds the debts receivable by more than 25 %.

If the legal system of a country to which the goods are to be delivered, provides special requirements as a precondition for the validity of the reservation of ownership, especially in respect of the creditors of the customer, it is the task of the customer to immediately ensure that the ownership is reserved and that the reservation of ownership is maintained until payment of the overall purchase price is made. The customer assumes any possible costs connected therewith. If a country does not allow the reservation of ownership, but permits the reservation of other rights to the delivery item, the supplier has the right to execute all rights of this kind. The customer is obliged to assist in measures taken by the supplier for the protection of his ownership rights or other rights to the delivery item.

The supplier is liable as follows for defects of the consignment including the omission or explicitly assured under exclusion of all further claims:

If those parts which, within six month after commencement of operation, turn out to be unusable or substantially impaired in their usefulness, resulting from circumstances of before the passage of risk, in particular resulting from defective construction, bad material or faulty workmanship, are to be repaired or redelivered free of charge according to the suppliers choice which is subject to reasonable discretion. The location of such defects is to be communicated to the supplier in writing without delay. Replaced parts become the property of the supplier. Liability ceases at the latest after 12 month after the passages of risk. The liability of the supplier for substantial third party products is restricted to the cession of liability claims, which he is entitled to in regard of the supplier of the third party goods. The warranty claims of the customer are struck by the statute of limitation in all cases from the moment of timely complaint after six months onward, but at the earliest upon expiration of the warranty period. The warranty does not cover natural wear and tear, also it does not cover damages caused after the passage of risk resulting from faulty or negligent treatment, excessive working conditions, unsuitable operating means, faulty construction work, unsuitable building grounds or such chemical, electrochemical or electrical influences not foreseen in the contract. The customer has to grant the time and opportunity to the supplier, which, to reasonable discretion, is necessary for the elimination of defects. If the customer refuses the latter, the supplier is released from the warranty. Only in urgent cases of peril to the plants safety and in order to avoid unreasonably large damage, in which cases the supplier is to be informed immediately, or when the supplier is in default with the elimination of defects, only then the customer has the right to eliminate the defects himself or have them remedied by third parties and to demand compensation from the supplier for the necessary costs. The supplier takes over the direct costs resulting from the repair or substitute delivery, especially the costs of the replacement part as well as the necessary incidentals. All other costs are absorbed by the customer.

The warranty period for repairs and substitute deliveries is three months. It lasts at least until the warranty period of the delivery item expires. The warranty period for those parts which cannot be operated according to their purpose due to interruptions, is prolonged by the duration of interruption necessary for repairs or substitute deliveries. Any alternations or maintenance works inappropriately performed by the customer or third parties without the prior consent of the supplier, cancel the suppliers liability for the consequences resulting therefrom. Further claims of the customer against the supplier and his subcontractors or other parties assisting him to fulfill the contract are excluded, in particular a claim for damages, which have not occurred on the delivery item itself. Damage claims of the customer from not legally defined rights which are nevertheless recognized as habitual rights, from the disregard of obligations during contract negotiations and from unlawful acts are ruled out. This does not apply, if compulsory liability prevails e.g. for personal injuries or damages to privately used things in accordance with the (German) product liability law or in cases of intent, gross negligence or the omission of guaranteed features.

The customer has the right to cancel the contract, if it has been impossible for the supplier to provide the complete delivery even before conclusion of the contract or if it finally becomes impossible before the passage of risk. The customer has the right to cancel the contract, if in an order of items of the same kind, the execution or one part of the delivery becomes impossible due to the number of items and if the customer has a justified interest in the refusal of a part delivery; if this is not the case, the customer has the right to reduce his consideration accordingly. If the supplier is in default, the customer has the right to cancel the contract after the expiration or a fruitless appropriately extended term and after communicating an explicit declaration to the supplier that after the expiration of this term, the acceptance of the delivery would finally be refused. The customer remains obliged to his counter performance, if the impossibility (of delivery) occurs during the default to accept delivery or through his fault. Furthermore, the customer has the right to cancel the contract, if the supplier, through his own fault, allows an appropriately extended term for the elimination of defects or substitute delivery in regard of a defect for which he is liable, to expire fruitlessly. The right to cancel is also given, if either the supplier is incapable of eliminating the defects or of substitute delivery or if it is impossible for him to do so.

All further claims of the customer, especially cancellation of sale, termination or reduction of purchase price as well as damage claims of any kind, namely concerning also those damages which have not occurred on the delivery item itself, are ruled out, if legally permissible. If unforeseeable events change the economical significance or the contests of the delivery considerably or affect the suppliers works considerably, the contract shall be adjusted adequately in good faith. If this is not acceptable for the supplier for economic reasons, he has the right to cancel the contract. If he intends to use this right of cancellation, he shall inform the customer without delay after recognition of the extend of the event, even if, for the time being, an extension of the delivery time had been agreed with the customer. Damage claims of the customer resulting from a cancellation under such circumstances are ruled out.

If the customer is general merchant, a legal entity of public law or a foundation or assets under public law, action has to be entered in the court which is competent for the place of business of the supplier for all disputes arising from this contract. The supplier also has the right to bring an action in the court at the place of business of the customer. The Inferior Court (Amtsgericht) competent for the suppliers place of business is the exclusive court for the default action.

The Contract is subject to German Law. The “UN-Convention for Contracts concerning the International Sale of Products of 11.04.1980”, which came into force in the Federal Republic of Germany on 01.01.1991 is not aplicable.

The Contract remains legally binding in its remaining part, even if some individual clauses are legally void. This does not apply, if adherence to the contract represents an unacceptable hardship to one of the contractual parties. All other agreements and alterations of the Contract require the written form in order to be valid.