Terms of delivery and sale

Scope

1.These terms are valid with regard to businessmen, legal entities of the public law and public legal properties.
Our deliveries and performances are exclusively carried out due to the following conditions.
Business conditions of the partner which are not recognized by us particularly are not valid.

General regulations

2. The contracting parties will immediately confirm verbal agreements in writing in particular.

3. Orders get obligatory only with our order confirmation.

4. The details contained in leaflets and catalogues are industry-specific approximation values, unless that they were particularly described as obligatory by us.

Long period and call contracts, price customization

5. Permanent contracts are terminable with a period of 6 months.

6. If at long period contracts (contracts with a running time of at least 12 months and permanent contracts) an essential change for the pay-, material- or energy costs appear, every contracting party is authorized to require an adequate customization of the price under consideration of these factors.

7. If an obligatory order quantity is not agreed, then we base our calculation on the order quantity which is expected by the partner for a particular time period and non-committal. If the partner takes less than the aim quantity, we are authorized to increase the unit price adequately.

8. At contracts of sale on call we have to be informed – if nothing else is agreed – about obligatory lots at least 6 weeks before the delivery date by call. Additional costs which are caused by a delayed call or later changes of the call with regard to the time or quantity by our partner are for his account; at this our calculation is authoritative.

Confidentiality

9. Every contracting party will use all documents (also samples, models and dates belong to it) and knowledge received from the business connection only for the purposes pursued jointly and keep secret with the same care as corresponding own documents and knowledge against third parties if the other contract partner describes them as confidential or has an obvious interest in its secrecy. This obligation starts at the first receipt of the documents or knowledge and ends 36 months after the end of the business connection.

10.The obligation does not apply to documents and knowledge which are generally known or already known by the contract partner at receipt, this one without being obliged to the secrecy or which thereafter being transmitted by a third authorized partner or which being developed from the receiving contracting partner, without utilization of documents or knowledge of the other contracting partner to be kept secrecy.

Drawings and descriptions

11. The contracting partner provides the other one with drawings or technical documents for the goods to be delivered or for their production those remain property of the presenting contracting partner.

Samples and production means

12. The production costs for samples and production means (tools, forms, stencils etc.) for the goods to be delivered are charged separately, provided that nothing else is agreed.
This applies also to production means which have to be replaced because of wear.

13. The costs for the maintenance and proper storage as well as the risk of damage or destruction of production means are borne by us.

14. The partner exposes the cooperation during the production time of the samples or production means or he ends it, all production costs arisen till then are for his account.

15. The production means remain, even if the partner has paid them, at least up to the carrying out of the contract of sale in our possession. After that the partner is entitled to demand for the production means if over the time of the handing out a conjoint regulation was obtained and the partner met his contractual liabilities on full scale.

16. We keep the production means safe free of charge for three years after the last delivery to our partner. After that we ask our partner in writing to make a comment within six weeks for the further use. Our duty to the keeping ends, if within those six weeks no remarks are given or no new order is placed.

17. Customer-referring production means for third parties may only be used by us with a previous written consent of our partner.

Prices

18. Our prices are to be understood in EURO excluding value added tax (VAT), packing, freight, postage and insurance.

Terms of payment

19. All invoices are due for payment within 30 days as per date of invoice. A discount of 2 % is granted in case of payment within 10 days after date of invoice.

20. Did we deliver indisputably partly faulty goods our partner is nevertheless obliged to make the payment for the fault-free part, it is then, the part delivery did not offer an interest. Furthermore the partner can only charge with finally established or undisputed counter-claims.

21. At aim transgression we are authorized to charge for default interests in amount of the rate which the bank charges us for advances on account, but at least in the amount of 8 percentage points above the respective basic interest rate of the European Central Bank.

22. At delay in payment we can – after written information to our partner - stop our fulfilment of obligations until the receipt of the payments.

23. Bills of exchange and checks are only accepted after agreement and only as fulfilment and under the prerequisite of their possibility of discounting. Discount expenses are charged from the settlement date of the invoice amount. A timely guarantee for the presentation of the bill of exchange and check and for the investigation of protest of a bill is excluded.

24. If after contracting it is recognizable that our payment claim is jeopardized by lacking efficiency of the partner we can refuse the performance and determine an adequate period to the partner, in which he has to pay step by step against delivery or to offer securities. At refusal of the partner or unsuccessful period expiry we are entitled to withdraw from the contract and ask for compensation.

Delivery

25. If nothing else is agreed we deliver “ex works”. Authoritative for keeping the delivery date or the delivery period is the report of the dispatch- or collection readiness respectively, by us.

26. The delivery period starts with the dispatch of our order confirmation and prolongs itself adequately if the prerequisites of no. 55 exist.

27. Partial deliveries are permitted in a reasonable scale. They are charged separately.

28. Within a tolerance of 10 percent of the total order quantity production conditional increases or shortages of delivery are permitted.

Dispatch and danger transition

29. Goods reported readily for dispatch have to be taken by the partner immediately.
Otherwise we are authorized to send them as per our choice or to store them at the expense and risk of the partner.

30. For lack of special agreement we choose the means of transport and the transport route ourselves.

31. With the handing over to the train, the forwarding agency or the carrier, respectively with the beginning of the storage – but at the latest with the leaving of the factory or the store – the danger changes to the partner, also if we have taken over the delivery.

Delay in delivery

32. We cannot foresee that the goods cannot be delivered within the delivery period, then we will advise the partner immediately in writing., inform him about the reasons and, according to possibility, mention the expected delivery date.

33. Is the delivery delayed by a circumstance listed in no. 55 or by a handling or refraining of the partner, a prolongation of the delivery period, adequate to the circumstances, is granted.

34. The partner is only entitled to withdraw from the contract, if we have to represent the non-compliance of the delivery date and he has given us an adequate extension without success.

Reservation of title

35. We reserve the property for the goods until fulfilment of all demands out of the business connection with the partner.

36. The partner is entitled to sell the goods in the proper business as long as he fulfils his obligations out of the business connection with us punctually. But he may neither pawn the reservation goods nor make them over to offer security. He is obliged to safeguard our rights at the credited resale of the reservation goods.

37. At breaches of duty of the partner, especially at delay in payment we are – after unsuccessful expiry of an adequate deadline set to the partner – entitled for resignation and repurchase;
the legal regulations about the dispensability of a deadline set, remain untouched. The partner is obliged for the handing back. We are entitled to withdraw from the contract, if an application for opening of the insolvency method about the property of the partner is made.

38. All demands and rights out of the selling or rent of goods, if necessary allowed to the partner, to which we are entitled to the rights of ownership, the partner already now transfers for save. We accept the transfer hereby.

39. A possible treating and processing of the reservation goods the partner constantly carries out for us. Are the reservation goods processed with other parts not belonging to us or are mixed inseparable, so we acquire the co-ownership of the new thing in proportion to the invoice value of the reservation goods to the other processed or mixed things at the date of processing or mixing. Are our goods connected with other movable objects to an uniform thing or are mixed inseparable and has the other thing to be seen as main thing, so the partner transfers proportionally co-ownership to us, thus far the main thing belongs to him. The partner keeps the property or co-ownership safe for us. The same
applies to the thing arising from processing or connection respectively mixing as for the reservation goods.

40. The partner has to inform us immediately about execution measures of third parties into
the reservation goods, in the demands handed over to us or into other securities by handing over the documents necessary for an intervention. This also applies to impairment of another manner.

41. If the value of the existing securities exceeds the protected demands by more than 20 %, then we are on desire of the partner insofar obliged to release securities as per our choice.

Material defects

42. The composition of the product goes exclusively by the technical delivery regulations agreed upon. If we still have to provide drawings, specifications, samples etc. of our partner, he takes over the risk of the suitability for the scheduled use.
Decisive for the condition of the product stipulated in the contract is the time of the danger transition as per no. 31.

43. For material defects arising by unsuitable, improper use, faulty assembly respectively setting into operation by the partner or third parties, usual wear and tear, faulty or careless treating we answer as little as for the consequences of improper use and changes and overhaul work carried out by the partner or third parties without our agreement.
The same applies to defects which only insignificantly reduce the value or the suitability of the product.

44. Material defect claims are in lapse within 12 months. This does not apply, as far as the law stipulates longer periods mandatorily, particularly for defects at a building and at a product, which according to its usual manner of use has been used for a building and has caused its faultiness.

45. If a purchase of the goods or an examination of the first sample was agreed, the reprimand of defects is excluded, which the partner could have noticed at the careful purchase or the first sample examination.

46. The opportunity is given to us to ascertain the reproached defects. Goods complained about are – on demand – sent back to us, we agree to pay the transport charges if the customer’s complaint is justifiable. If the partner does not fulfil these obligations and carries out changes at the goods already queried without our agreement, he looses possible material defect claims.

47. At justifiable customers’ complaint in due time we improve the queried goods according to our choice or will replace them.

48. Do we not meet these liabilities or not according to the contract within an adequate period, the partner can set a last deadline in writing, within which we have to meet our liabilities.
After unsuccessful expiry of this deadline the partner may demand for reduction of the price, withdraw from the contract or carry out the necessary improvements himself or by a third party at our expenses and risk.
A reimbursement of the costs is excluded as far as the charges increase, because the goods after our delivery have been brought to another place, unless this corresponds to the use of the goods as agreed.

49. Legal redress claims of the partner against us only exist insofar as the partner did not reach agreements with his buyer, which go beyond legal defect claims.
For the size of the redress claims also no. 48, last sentence, is valid.

Other claims, liability

50. As far as the following is giving up nothing else, other or further claims of the partner against us are excluded. This is especially valid for the claims for compensation, because of injury of duties out of the relationship of debenture and out of forbidden handling.
Therefore we are not liable for damages, which not incurred at the delivered goods itselves. Above all we are not liable for escaped profit or other fortune damages of the partner.


51. Above mentioned limitations of liability do not apply to firm intention, at gross negligence of our legal representatives or executives as well as at a culpable injury of essential contract duties.
At culpable injury of essential contract duties we are liable – except in case of the intention or the gross negligence of our legal representatives or executives – only for the contract typical reasonably enough foreseeable damage.

52. The limitation of liability furthermore is not valid in those cases in which as per product liability law – in case of faults of the delivered goods for injury of persons or material loss at objects used privately – liability is accepted. It also does not be valid in case of injury of life, body or health and if assured quality is failing, if and on the whole the assurance just has aimed, to protect the partner against damages, which did not arise at the delivered goods itselves.

53. As far as our liability is excluded or restricted, this applies also to the personal liability of our employees, legal representatives and fulfilment assistants.

54. The legal regulations to the burden of proof remain untouched of this.

Act of God

55. Act of god, industrial actions, troubles, official measures, no deliveries of our suppliers and other unforeseeable, inevitable and serious events free the contracting parties from the obligations for the duration of the disturbance and on the scale of their effect.
This is also valid, if these events arise at a time in which the contracting partner concerned is in delay, unless that he has deliberately or roughly negligent caused it.
The contracting partners are obliged to give immediately in the context of the reasonable one the required information and adapt their obligations to the changed conditions in good faith.

Place fulfilment, legal venue and applicable right

56. If nothing else from the order confirmation is arising, our place of business is place of performance.

57. For all right disputes – also in the context of a bill of exchange- or check process – our place of business is place of jurisdiction. We are also authorized to complain at the place of the partner.

58. On the contract relation exclusively the right of the Federal Republic of Germany is used.
The application of the agreement of the United Nations from April 11, 1980 regarding contracts for the purchase of goods (CISG Wiener Kaufrecht) is excluded.

Räder Wendt GmbH & Co.
Kleiner Moorweg 8
D-25436 Tornesch
Germany

Status: 2003