General Conditions of Sales and Deliveries

1. Area of Application:

The following conditions apply to our offers, sales and deliveries insofar as individual agreements have not been concluded. These conditions also apply to all subsequent sales contracts between the parties until such time as they have been expressly revoked. Thus, in this respect they constitute an advance agreement of general conditions of business within the meaning of § 305 par. 3 BGB [German Civil Code] for all sales contracts between our customers and us. General conditions of business used by a customer are not included in these sales contracts unless this has been agreed in an individual case.

2. Partial Ineffectiveness:

If individual provisions are or become ineffective or challengeable, this shall not affect any of the remaining provisions. The contract, considered as a whole, shall likewise continue to be effective unless abiding by it after deletion of the said ineffective or challengeable provisions and after application of the relevant statutory regulations would constitute an unreasonable hardship for any of the parties to it.

3. Presumption of Completeness:

All contracts that have been concluded in writing shall be presumed to relate the individual agreements correctly and in their entirety. If the Customer asserts that an agreement which deviates from the written contract is in place, then the burden of proof shall lie on the Customer.

4. Partial Deliveries / Impossibility of Performance:

1. We may also dispatch to the Customer the contractually agreed goods in two or more deliveries.

2. In cases of impossibility of performance for which we are not at fault, we are entitled to withdraw from the contract after we have informed the Customer of this without delay. At the same time, we agree to return without delay any advance payments which the Customer has already rendered.

5. Deviations:

Deviations of delivered goods in respect to type, extent and colour are permissible within the range of commercially customary deviations.

6. Prices:

All prices offered by us are prices from our delivery site in Roth and do not contain any VAT (value added tax). VAT is invoiced in addition at the rate prescribed by law. Packaging is likewise not included in the prices and is invoiced separately.

7. Packaging / Shipment / Passage of Risks:

1. When goods are sent at the Customer’s request and nothing else has been agreed, we are entitled to select the type of packaging and shipment at our discretion and to invoice the Customer accordingly.

2. If the parties agree that goods shall be collected by the Customer, it is also agreed that the Customer shall collect them within three days after receipt of notice that they are ready for collection. If they are not collected by then, the Customer enters into default of acceptance, all risks pass to the Customer, we can set the Customer a ten day period of grace in which to collect the goods, and the Customer is obliged to pay us storage costs at locally customary rates beginning with the fourth day after receipt of the notice that the goods are ready for collection. If the period of grace expires without avail, we are entitled to withdraw from the contract and demand compensation for damages in the amount of 20% of the sales price as presumed compensation for damages. Then the Customer would be allowed to prove there were no damages or that the damages were less, and we would be allowed to prove greater damages had arisen.

3. If shipment, delivery or the beginning of execution of an order is delayed at the Customer’s request or for reasons for which the Customer is responsible, then the risks pass to the Customer at the time of delay or postponement; however, we agree to take out the insurance requested by the Customer at the Customer’s expense insofar as assistance by us is required.

8. Payment Conditions:

1. If nothing else has been agreed, the Customer is obliged to render payments in time for each invoiced amount to be credited to our bank account within 21 days after receipt of invoice.

2. With payments through third parties, particularly in the context of del credere agreements, the goods are not deemed to have been paid for until payment has been credited to our own bank account.

3. Cheques are accepted only on account of performance. The costs of collection are borne by the Customer. Credit vouchers via cheques are always accepted subject to their being credited to our bank account. The value date is that of the first day on which we can dispose of the paper’s countervalue.

4. If, after concluding the contract with the Customer, it becomes evident that our claim to payment is endangered by the Customer’s lack of solvency, we are entitled to refuse to perform under the contract. This right to refuse to perform ceases upon receipt of payment in full or of security for this payment.

9. Retention of Ownership:

1. All goods delivered by us continue to be our property until payment to us of all claims that arise from the business relationship, including value added tax, costs to be reimbursed, subsidiary claims, and default interest. In case of payments by means of a bill of exchange or cheque, this applies until the time in which the money has been credited to our bank account in full and can no longer be taken back. This retention of ownership applies to all goods delivered by us until the time at which all of our claims against the Customer have been paid, in particular also in the case that some or all of these claims have been taken into a current account and the balance acknowledged. If the Customer does not pay, we are entitled to withdraw from the contract and demand surrender of the goods.

2. The Customer may only resell the goods in the proper course of business. The Customer now assigns to us, in advance, all its claims against its own customers that result from resale of our goods, whereby these assignments take effect when these claims arise. We accept these assignments. Upon demand by us, the Customer shall be obliged to notify each of its customers of this assignment without delay and to give us the information needed to assert its rights against its customers and to hand out documents, insofar as this is permissible by law. The Customer shall continue to be authorized by us to collect the purchase price claim that results from resale of our goods until such time as we revoke this authorization. All costs that arise from non-payment by the Customer, such as the costs of pursuing our rights and the costs of collection agencies, shall be borne by the Customer. The Customer must keep the proceeds from resale of our goods separately and transfer them to us to the extent that we have claims against the Customer that are due. If payments are discontinued or there is an application for insolvency proceedings by the Customer or a third party against the Customer, then the authorization to resell conditional goods and to collect payments for them expires at the same time. The Customer is obliged to inform a temporary or permanent insolvency administrator of the retention of ownership without delay and to work toward the goods being retained and us being notified without delay. Beginning with the time of discontinuation of payments or an application for insolvency proceedings, we ourselves are entitled to collect the claims based on resales of our goods to third parties that had already been agreed as of this time.

3. If the value of the securities that we hold exceeds our total claims by more than ten percent, we are obliged, upon demand of the Customer, to release securities of our choice in the amount of this excess.

4. The Customer must undertake at its own expense all measures required to prevent curtailment or loss of rights of ours based on goods delivered to the Customer. Any disadvantages that we suffer because of failure to observe this obligation shall be borne by the Customer. If third parties try to seize the goods, the Customer shall notify us without delay and do everything that is legally possible to prevent this.

5. In cases of deliveries to foreign countries, the goods delivered continue to be our property until they have been paid for in full because the law of Germany is agreed for applying the contract. If retention of ownership is at odds with the ordre public and consequently ineffective in the country in question, then we are entitled to assert all rights in regard to the goods delivered which exist under the laws of this country in favour of a seller in regard to preservation or receipt of ownership of the goods or of the seller’s claims. The Customer is obliged − if retention of ownership is at odds with the ordre public and hence not permissible − to cooperate with all acts of legal significance with which we can protect our ownership or order comparable rights to the goods delivered such as, for example, entries in registers, etc.

10. Delivery Deadlines:

1. All agreements of delivery deadlines are subject to the reservation that the Customer has carried out on time all acts that it owes under the contract and that must be effected before delivery. If the things to be delivered are to be shipped, the delivery deadline has been met when they are made available for shipment. Hindrances to shipment or transport for which we are not at fault shall not be charged to us.

2. The Customer agrees that if a delivery deadline is not met then the Customer will grant us in writing a period of grace of three weeks unless the Customer can show that compliance with this new deadline would be unreasonable for the Customer. The reasonable period of grace is deemed to have been met if we can show the goods were sent then. If the period of grace expires but the goods were not sent and we are at fault, the Customer can withdraw from the contract. With a partial delay the Customer cannot withdraw from the entire contract unless the Customer shows it has no interest in a partial delivery.

3. Except in cases of loss of human life, bodily injury and damage to health, all claims by the Customer for compensation for damages resulting from non-compliance with delivery deadlines for which we are at fault shall be limited to damages which are based on grossly negligent violation of duty on our part or on intentional or grossly negligent violation of duty on the part of our statutory representatives or any of our assistants. This does not affect the rights of the Customer to disengage itself from the contract in a case of violation of duty for which we are responsible but which is not rooted in a defect in the goods being sold.

4. Claims based on non-compliance with a delivery deadline cannot arise if we are entitled under § 321 BGB to refuse performance under the contract because after the contract was concluded it became evident that our claim to payment was endangered by the Customer’s lack of solvency.

11. Warranty:

1. If the purchase constitutes a commercial act for the Customer, then according to § 377 HGB [German Commercial Code] and the attendant court rulings the Customer must examine the goods without delay upon delivery as far as this is practicable in the ordinary course of business and give notice of any defects to us without delay. If the Customer does not give such notice, the goods are deemed to have been approved unless there was a defect that could not be recognized as such during the examination. If such a defect appears later on, notice thereof must be given immediately upon its being discovered; otherwise the goods will be held to have been accepted despite the presence of this defect. The Customer protects its rights by sending off the notice in good time. If we were to intentionally conceal any defect, we would not be able to rely on the foregoing rules.

2. If an item in delivered goods is defective, the Customer leaves it to us, in the context of supplementary performance, to decide on whether to remedy the defect or to deliver a new item without the defect.

3. The limitations period for defects in delivered goods is one year from the statutory beginning of the limitations period, whereby statutory provisions for suspension and renewed beginning continue to apply. The shortened limitations period applies solely to claims against us because of a defect.

4. Only the statutory provisions shall apply insofar as we have to render compensation for damages because of loss of human life, bodily injury or damage to health. For all other damages, we limit our liability to damages which are based on grossly negligent violation of duty on our part or on intentional or grossly negligent violation of duty on the part of our statutory representatives or any of our assistants. This does not apply in cases of violation of cardinal duties. In such cases liability is limited to the damage which would typically arise in connection with transactions of the type in question.

12. Prohibition of Offsets:

The Customer is not entitled to offset payments with counterclaims unless these are not disputed, have been established with force of law or are otherwise enforceable. Counterclaims based on a claim that entitles one to refuse performance are also allowed.

13. Place of Fulfilment / Place of Jurisdiction / Applicable Law:

1. The place of fulfilment for all liabilities arising from this contract is Roth, Germany.

2. The parties agree that the court with jurisdiction is either “Amtsgericht Schwabach” or “Landgericht Nürnberg-Fürth”, depending on which of these courts is competent in regard to the subject matter.

3. The parties agree that German law shall be applied even when the order is received from another country. Application of UN sales law (CISG) is excluded in accordance with Article 6 CISG.

14. Data Protection:

The Customer is herewith informed that we process the data gained in the context of business activities in accordance with the provisions of the Federal Data Protection Act (BDSG).