§ 1 Area of validity

• 1.01 These terms of sale are valid exclusively and only with regards to companies in the sense of section 310 paragraph 1 BGB (German Civil Law Code). We shall recognize contrary terms or Purchaser’s terms deviating from these terms of sale, if we have explicitly and in writing agreed to their validity.

• 1.02 These terms of sale shall also be valid for any future business with Purchaser, insofar as legal relations of a related kind are concerned.

§ 2 Offer and conclusion of contract

• 2.01 Should an order be considered an offer according to section 145 BGB, we shall be able to accept it within two weeks.

§ 3 Surrendered documents

• 3.01 We reserve property rights and copy right for all documents handed over to Purchaser in connection with this order awarding, such as calculations, drawings etc. Said documents may not be made available to third parties, unless we provide Purchaser with an explicit written agreement to do so. Should we not accept Purchaser’s offer within the period stipulated in § 2 said document shall be returned to us immediately.

§ 4 Prices and payment

• 4.01 Unless otherwise agreed upon in writing, our prices are valid ex works excluding packaging and plus the respective amount of VAT. The cost of packaging shall be invoiced separately.

• 4.02 Payment of the selling price shall be made exclusively to the account stated overleaf. Deduction of discount shall only be permitted upon special written agreement.

• 4.03 Unless otherwise agreed the selling price shall be payable within 30 days upon date of invoice. Interest on arrears shall be 8 % on the respective basic interest rate p.a. Claims for higher damages due to delay shall be reserved.

• 4.04 Reasonable price changes due to changed costs for wages, material, and sales for supplies delivered 3 months or later upon conclusion of the contract shall remain reserved.

§ 5 Balancing and right of retention

• 5.01 Purchaser shall have the right to balance only if his claims have been legally determined or are indisputable. Purchaser shall only be entitled to execute right of retention if his claim is based on the same legal relation.

§ 6 Delivery time

• 6.01 The beginning of the delivery time stipulated by us requires prior clarification of all technical questions as well as timely and proper fulfilment of Purchaser’s duties. Plea of unfulfilled contract shall remain reserved.

• 6.02 Should Purchaser come into acceptance delay or should he culpably violate other obligations to cooperate we shall have the right to make claims for any damage caused to us, including possible additional expenses. Further claims shall remain reserved. Should the above conditions apply, the risk of coincidental decline of the purchased object or coincidental deterioration of the purchased object shall be transferred to Purchaser at the time that he has entered into delay of acceptance or default.

• 6.03 Further Purchaser’s legal claims and rights due to delayed delivery remain untouched.

§ 7 Transfer of risk during shipment

• 7.01 Should the goods be sent to Purchaser upon Purchaser’s request, the risk of coincidental decline or coincidental deterioration of the goods shall be transferred to Purchaser at the time of sending said goods to Purchaser, however at the latest at the time of leaving the factory/warehouse. This shall be valid independent of whether the goods are sent from the place of fulfilment or who is bearing the freight cost.

§ 8 Right of lien

• 8.01 We shall reserve lien of the supplied object until all claims from the supply contract have been completely paid. This shall also be valid for future deliveries even if we do not always explicitly refer to this provision. We shall have the right to take the purchased object back should Purchaser act in breach of contract.

• 8.02 Purchaser is obliged to handle the purchased object with care as long as ownership has not been transferred to him. Should need arise to carry out service and maintenance works Purchaser shall conduct these timely and at his own expense. As long as ownership has not been transferred Purchaser shall notify us immediately in writing should the supplied object be impounded or be subject to other interference by third parties. Should said third party not be able to reimburse our costs inside and outside of court for legal action according to section § 771 ZPO (Court Procedures for Civil Law Suits), Purchaser shall be liable for the incurred loss.

• 8.03 Purchaser shall have the right to re-sell the reserved goods in normal commercial traffic. Purchaser shall cede the buyer’s claims from re-selling the reserved goods to us now, at the amount of the agreed final invoice amount (including VAT). Said cession shall be valid independent of whether the purchased object has been re-sold before or without processing. Purchaser shall remain authorized until the draft of the claim has been made even after cession. Our authorization to draft the claim ourselves shall remain untouched. However, we shall not draft the claim as long as Purchaser fulfils his obligations to pay from the collected proceeds, is not in arrears and especially if no insolvency proceedings have been initiated or suspension of payment exists.

• 8.04 Treatment or processing or reorganization of the purchased object by Purchaser shall always be executed on our behalf and for us. In this case the Purchaser’s expectant right of the purchased object shall be continued for the reorganized object. Should the purchased object be processed together with other objects not owned by us, we shall acquire joined ownership of the new object in proportion of the objective value of our purchased object to the other processed objects at the time of processing. The same shall apply in case of blending or mixing. Should blending or mixing happen in a way that Purchaser’s object is to be considered the main part, it shall be agreed that Purchaser transfers joined ownership to us proportionately, and that he shall keep sole ownership or joined ownership for us. To secure our claims against Purchaser, Purchaser shall cede such claims to us that arise against a third party for him due to the combination of the reserved goods with a site; we shall accept this cession now.

• 8.05 We shall agree to release the securities that we are entitled to at Purchaser’s, should their value exceed the claims to be secured by more than 20 %.

§ 9 Warranty and complaint

• 9.01 Purchaser’s warranty rights presuppose that he has properly fulfilled his obligation to examine and complain according to section 377 HGB (German Commercial Code). Should complaints arise despite utmost care, apparent defects must be asserted immediately, however at the latest within 14 days upon receipt of the goods; covert damage must be reported immediately upon their discovery according to section 377 HGB (German Commercial Code); otherwise the goods shall be considered approved.

• 9.02 Claims for damage shall be in lapse 24 months upon delivery of the goods supplied by us at our Purchaser’s. Above provisions shall be void insofar as the law according to section 438 paragraph 1 no. 2 BGB (German Civil Code) (buildings and objects for buildings), section 479 paragraph 1 BGB (German Civil Code) (Claim to recourse) and section 634a paragraph 1 BGB (German Civil Code) (Faulty construction) stipulates longer periods. Should the goods be returned our prior consent is required.

• 9.03 Should the supplied goods be defective at the moment of transfer of risk despite utmost care, we shall, subject to timely complaint, at our choice either repair the goods or supply replacement goods. We shall always be given opportunity to re-fulfill within a reasonable period of time.

• 9.04 Should the attempt to re-fulfil fail Purchaser may – possible claims for damage notwithstanding – withdraw from the contract or may reduce remuneration. He may not require replacement for futile expenditure.

• 9.05 Claims for damage shall not exist in case of insignificant deviation from the agreed properties, in case of only insignificant reduction of usability, in case of natural wear or tear as well as in case of damages that after transfer of risk are caused by faulty or negligent treatment, excessive use, unsuitable operating media, unsatisfactory construction works, unsuitable site or that are due to special external influences that are not stipulated according to the contract. Should Purchaser or third parties inexpertly execute maintenance works or modifications there shall be no claims for damage for these or the consequences resulting thereof either.

• 9.06 Purchaser’s claims on the basis of expenditure incurred by the purpose of re-fulfilment, especially costs of transport, route, work and material shall be excluded, insofar as said expenditure is increased because the goods supplied by us have been transferred later to a different location than Purchaser’s offices, unless said transfer complies with their proper use.

• 9.07 Purchaser’s claims to recourse against us shall only exist insofar as Purchaser has not concluded agreements exceeding the legally stipulated regulations pertaining to claims for with his customer. Further, regarding the scope of the Purchaser’s claims to recourse against Supplier, paragraph 6 shall apply.

• 9.08 Further or other of Purchaser’s claims against us and our collaborators than those stated here in section 9 on the basis of a defect shall be excluded.

• 9.09 In case of culpable concealing of a defect or in case of accepting a warranty for certain properties of the goods at the time of the transfer of risk in the sense of section 444 BGB (German Civil Code) (Seller’s declaration that the purchased object at the time of transfer of risk has certain properties and that the seller is liable for all consequences of the goods’ defects independent of the seller’s being at fault) Purchaser’s rights shall be determined exclusively by the legal provisions.

§ 10 Other

• 10.01 This contract and all legal relations of the parties are subject to the Law of the Federal Republic of Germany under exclusion of the UN Purchasing Right (CISG). Should Purchaser request that standards and guidelines according to other than German law (DIN, etc.) be kept, he shall be obliged to communicate this unambiguously, in writing and in suitable form and stating the required standards.

• 10.02 Place of fulfilment and sole court for any disagreements from this contract shall be 25524 Itzehoe.

• 10.03 Modifications of and amendments to this contract shall require written form. This shall also apply to modification of this provision concerning written form. Additional oral agreements have not been made.

• 10.04 Should individual provisions of this contract be or become invalid or contain a gap, the other provisions shall remain untouched by this. The parties agree that they shall come to a legally valid arrangement instead of the invalid arrangement, which shall be closest to fulfilling the commercial purpose of the invalid provision, or which shall fill the gap.