Terms and Conditions

1. Introduction

Our terms and conditions are valid for all current and future agreements between us and our customers, even if we do not explicitly oppose differing purchase conditions and reconfirmations, herewith rejected.

2. Offer and Conclusion of Contract

Our offers are without obligation. Orders and additional agreements are only valid if documented in writing; this relates to modifications and complements of a contract and conditions as well, incl. repair and rework.

3. Prices

3.1. Our prices are calculated on the basis of material and labor costs remaining identical. Undisturbed work execution represents an imperative condition as well.

3.2. We are entitled to calculate our prices valid on the delivery day, if no fixed price has been agreed for a specified period beforehand.

3.3. All prices quoted are net and subject to VAT at the standard rate.

3.4. Our prices are ex works without packaging.

4. Delivery, Delivery Times

4.1. Unless otherwise agreed to, the delivery times determined by us are not binding.

4.2. The delivery period begins at the day of accordance to the order, with all technical details between the customer and us specified in writing, and order confirmation present. The delivery deadline can only be met, if all documents to be submitted by the customer, approvals, releases, preparation and approval of plans are present in time, and agreed payment terms and other conditions are fulfilled. In the case of a delay, the delivery time will be appropriately extended. This is valid also in the case of subsequent changes of an order. The delivery time is deemed to be observed, if during expiry the goods in question have left our factory or readiness for shipment has been notified.

4.3. If the delivery is delayed due to circumstances beyond our control, the delivery time will be appropriately extended to three months at maximum; in the case of inappropriate delay, we as well as the client are entitled to withdraw from the contract. Events beyond our control may relate to unforeseeable disturbances, strike, lockout and delayed delivery by our suppliers.

4.4. If the delivery is delayed due to reasons for which we are responsible, the customer is only entitled to withdraw from the contract or to claim for damages for non-performance , if he has – unless the interest of fulfilling the contract has ceased to exist- set without success a period of at least six weeks beforehand, with threat of refusal. If the customer makes use of his right to claim for damages for non-performance, the claims are restricted to the damage foreseeable during conclusion of the contract, if we cannot be held responsible for intention or gross negligence.

4.5. If the delay caused by us entails damage for the customer, the customer is entitled to demand compensation for delay, under exclusion of further claims for damage. If we cannot be held responsible for intention or gross negligence, this compensation amounts to 0.5% of the value of the concerned part of the delivery for each full week of delay, totally limited to 5% of this value.

5. Transfer of Risk and Shipment

5.1. Shipment takes place on the risk of the client, also if freight free delivery has been agreed. The risk passes to the customer during loading of the goods into the transport vehicle, at the latest when leaving our factory.

5.5. Shipment generally takes place at the customer’s expense and uninsured. Upon written request of the customer, transport, breakage, theft and fire insurance is added at his own expense.

6. Warranty

6.1. Characteristics only deem to be warranted, if we have them explicitly specified in writing.

6.2. Each delivery has to be inspected without delay with respect to defects. In case of need, we have to be informed in writing by registered mail at the latest within one week after arrival of the goods. Defects not to be discovered by thorough examination within this period, must be notified as soon as they become obvious without delay by registered mail.

6.3. Also in case of claims, the customer is bound to store the goods at his own expense, until the complaint has been resolved. He grants us the right to inspect the defect on site. If the customer carries out modification or repair without our consent the warranty is lost.

6.4. In the case of justified claims, we are entitled at our own option to correct the problem free of charge, to replace the object free of charge, or to provide an appropriate credit. In the case of replacement or credit, we are entitled to recover the object in question. For rework or delivery of spare parts, the customer grants us a period of six weeks. If repair or replacement does not prove to be successful, the customer grants us as supplementary period of three weeks. Only if the problem cannot be solved within this additional period, the customer is entitled to ask for reduction of the purchase price or cancellation of the contract.

6.5. If no claims due to absence of warranted characteristics exist, no right beyond the warranty described above, is granted to the customer, particularly no claims for damage.

7. Liability

Claim for damages on the basis of contract negotiations, positive violation of a contractual duty or unlawful act are not accepted, if we cannot be held responsible for intention or gross negligence.

8. Payment, Offset

8.1. After excess of an agreed payment deadline or in case of delay, default interest is calculated at an amount of 6.0% above the respective discount rate of the German Bundesbank; the right for further claims for damages remains reserved. Received payments are offset against the oldest demands not yet fulfilled. Cash discount is only granted if no further open claims exist. If the customer is in delay with a payment obligation, our total receivable shall be due immediately, even in case of deferment. The same is valid for non-cashing for checks or bills of exchange, cessation of payment, compulsory liquidation proceedings or insolvency of the client. Bills of exchange and checks are accepted for payment, the customer has to bear the cost for these transactions. We do not assume any warranty for timely presentation or lodging of a protest. The right for refusal or return of checks and bills of exchange is not affected.

8.2. Our claims can only be offset with claims of the client, if his counterclaims are either uncontested by us or have been stated legally binding.

8.3. No right of retention is granted to the client. If circumstances in the surroundings of the client indicate that his financial situation is considerably worsening, we are entitled to carry out our deliveries only after advance payment or against cash on delivery. If the client does not meet this request within an appropriate period, we are entitled to withdraw from the contract or claim for damages for non-performance.

9. Retention of Title

9.1. All goods delivered to the customer shall remain our property until all payments are made; this is valid also for claims arising after delivery, and if payments have been made for some of the delivered objects. In the case of a current account, the reserved property shall apply for securing our balance claim.

9.2. The client shall, as long as reservation of ownership applies, neither assign the goods as security nor pledge them. In the case of seizure, confiscation or other third-party access with respect to our property or our security interest, we must be informed without delay. The customer must bear intervention cost, if required.

9.3. The customer is bound to store reserved goods in an adequate manner, to maintain them in correct state and to perform repair immediately whenever required. Upon our request, the customer should grant us the right of inventory in place and sufficient marking of the reserved goods. The customer is furthermore bound to insure the reserved goods completely against usual risks and to prove that insurance of the goods. Herewith the customer assigns possible insurance claims to us within the extent of our claims. We are entitled to store our goods separately at the expense of the customer, to mark them, to pick them up and to prohibit disposal.

9.4. If we take back the goods due to retention of title, this does not imply a withdrawal from contract.

9.5. If the customer trades in our goods, he is entitled to sell reserved goods within the frame of his proper business. Proper business does not exist, if for sale the assignment of his claims to a third party is excluded. Claims of the customer resulting from resale of our reserved property are already assigned to us during conclusion of the contract, including all supplementary rights. The assignment amounts to the invoice amount of our delivery plus a security surcharge of 20.0 %. The customer is entitled to collect in our place the receivables assigned to us, as long as he meets his payment obligations due to us. In the case of default of payment, we are entitled to revoke this authorization and demand payment to ourselves.

10. Place of Fulfillment and Jurisdiction, Applicable Right, Partial Nullity

10.1. Place of fulfillment for delivery and payment is Berlin.

10.2. Place of jurisdiction, also for subjects of check and change as well as for measures required for securing, is Berlin. We have however also the right of recourse to the court at the place of business of the customer.

10.3. For all disputes, the right of the Federal Republic of Germany applies, apart from UN sales law (BGB 1; 1989/ll, page 586 ff.)

10.4. Should individual clauses of this contract be or become inoperative, this will not affect the remaining terms of this contract.

01.01.2008, Lehnitz

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