1. Scope of application

• Our General Terms and Conditions apply for all current and future business relationships with our customers, in particular for our deliveries and services. Any additional, different or opposing terms and conditions of our customers, even if we have knowledge thereof, will not become part of the business relationship, unless we have expressly consented to their validity.
• Customers as referred to in our General Terms and Conditions are exclusively entrepreneurs, i.e. natural or legal persons or judicable partnerships, who/which are acting within the scope of their commercial or freelance professional activity when establishing the business relationship.

2. Conclusion of a contract

• Our offers are subject to change. We reserve the right to make technical modifications as well as changes to the shape, colour and/or weight within the scope of reasonableness.
• With the placement of an order, the customer declares his binding intention to buy the goods. We are entitled to accept the offer contained in the order within 14 days after receipt by our company. The acceptance can either be declared in writing or by delivering the merchandises to the customer.

3. Delivery

• We are entitled to make partial deliveries or to provide partial services at any time, unless the partial delivery or the partial service is of no interest for the customer.
• Delivery terms are only binding insofar as we have explicitily agreed to them to be binding. The delivery deadline shall be deemed complied with when the goods have left our factory/warehouse within the period of delivery. If dispatch or collection is delayed for reasons for which we are not responsible, the delivery deadline shall be deemed to have been met when the purchaser has been notified to the readiness of dispatch within the period agreed upon.
• In case of non-compliance with the delivery time due to strike or lockout – also at our suppliers – due to delays in delivery or untimely delivery by our suppliers or due to mobilization, war, riot or other unforeseen impediments which lie beyond our will, the period of delivery will be extended for the duration of the impediment.
• Our duty to deliver shall be suspended as long as any due payment of the buyer is delayed. If the delivery of products is to be taken gradually over a certain period of time, the delivery shall be spread equally over the entire period of time.

4. Payment

• The price lists and sheets of terms applicable at that time shall govern the terms of payment as well as the packaging and freight charges and are thus an integral part of these General Terms and Conditions. Unless otherwise agreed, the packaging and freight charges shall be born by the customer.
• The sales tax valid at the date of delivery shall be added to the agreed price.
• After receipt of the goods, the customer undertakes to pay the purchase price within 10 days. Upon expiry of that period of time, the customer will come into default of payment. During the period of payment delay, the customer is obliged to pay interest at 8 % above the base rate. We reserve the right to prove and to enforce higher damages due to the arrears.
• Payment terms shall be deemed met, if we have access to the amount payable within the specified period. Promises of discount depend on the payment of all due demands. Bills of exchanges are only accepted after agreement and on account of performance. All associated expenses shall be born by the customer.
• The customer shall be only entitled to offset against our claims if his counterclaims are undisputed or have been established in law. Uncontested claims can only be deducted by means of a credit note issued to the customer. The customer’s right of retention shall only be applied when his counterclaim is based on the same contractual relationship.
• If the customer stops making payments, if there is a debt overload, if insolvency proceedings have been opened against his assets, or if the customer comes into arrears with the cashing of due bills of exchange or cheques, then all claims we have against the customer shall become due for payment immediately. The same applies for a considerable deterioration of the customer’s economic situation. In such cases we are entitled to demand adequate security or to rescind from the contract.
• TURNOVER: The calculation of the turnover includes: net turnover (without VAT), less potential discounts, del credere commissions and costs for freight, packaging and insurances.
• BONUSES: the calculation of the bonuses include: net turnover (without VAT) of the paid invoices, less potential discounts, del credere commissions and costs for freight, packaging and insurances.

5. Transfer of risk

• The risk (transportation and payment risk) shall pass to the customer at the latest when the goods have been given to the forwarding agent or have left our plant/warehouse for dispatch purposes. If dispatch is delayed at the customer’s request or due to circumstances for which the customer is responsible, the risk passes to the customer with our notifiction of the readiness for shipment.
• The choice of the shipping route and method of transportation is subject to our discretion, without guarantee for the cheapest means of transportation.
• At the request of the customer, the desired insurance is concluded at his expenses.

6. Reservation of title

• The goods supplied remain our property until satisfaction of all claims against the customer to which we are entitled from the business relationship.
• The customer shall be obliged to treat the goods delivered with care and in accordance with their intended conditions of use. When maintenance and inspection work is required, the customer shall perform it on a regular basis at his own expense.
• The customer shall be obliged to inform us immediately if a third party has access to the goods, or if the goods are damaged or destroyed. Furthermore, the customer undertakes to report to us without delay any change in ownership as well as changes to his personal domicile.
• If the customer acts in a way contrary to the contractual obligations, in particular in the event of a default in payment or in case of breach of a duty according to paragraph 2 and/or 3 of these provisions, we shall be entitled to cancel the contract and to demand the return of the goods.
• Any processing and modification of the goods by the customer occurs always in the name and on behalf of us. If the goods are processed or combined with other items that are not our property, we shall acquire joint ownership in the ratio of the objective value of the goods we have supplied to the other objects processed at the time of processing. The same applies if the goods are mixed with other items that do not belong to us.
• The customer shall be entitled to resell or rent out the goods in the proper course of business. He assigns to us already at this time all claims which accrue to him through the resale or renting against others, in the amount of the value of our final invoice (including value-added tax). This shall apply irrespective of whether the customer resells or rents out the goods without or after further processing, mixing or other alterations. We accept the assignment. After the assignment, the customer shall remain authorized to collect the debt. Our allowance to draw the demands ourself shall remain unaffected thereby. We, however, undertake not to collect the debt as long as the customer duly complies with his payment obligations towards us and does not fall under default of payment. We further undertake to release the securities due to us on demand of the customer, as far as the realizable values of these securities exceed the debts to be safeguarded by more than 20 %; the choice of the securities to be released is within our scope of responsibility.

7. Determination of defects

• For defective goods, we will provide rectification or replacement of the defect items in accordance to the customer’s choice. We are, however, entitled to refuse the type of the subsequent performance chosen, if it is only possible with disproportionate costs or if the other type of the subsequent performance remains without considerable disadvantage for the customer.
• In the event the subsequent fulfilment fails, the customer may, at his option, require a reduction of the purchase price (reduction) or the cancellation of the contract (recission). In the event of a minor infringement of the contract agreement, in particular in case of only insignificant defects, the customer shall not have the right of recission.
• The customer must notify us in writing of apparant defects within a period of 2 weeks from receipt of the goods, in case of shortfalls immediately upon receipt of the items; otherwise the enforcement of the liability for defects is excluded, in particular with regard to subsequent fulfilment, reduction or recission. Sending the notice in time is sufficient for compliance with the deadline. The customer shall bear the full burden of proof for all pre-requisites for claims, in particular for the defect itself, for the date of detection of the defect and for the timely report of the defect.
• Should the customer choose to withdraw from the contract because of the failure of attempts to rectify a fault, he will not have a right to compensation of damages on acount of the fault. If, following failed subsequent performance, the customer should opt to compensation, the goods shall remain with the customer, if this can be reasonably expected of him. The compensation shall be limited to the difference between the purchase price and the value of the defective goods. This shall not apply if the violation of contract is due to fraudulent intent on our part.
• As far as the customer uses the goods for his own purposes or sells the goods completely to entrepreneurs, the period of limitation for warranty claims shall be one year from the dispatch of the goods, provided that the customer has notified us of the defect in good time according to paragraph 3 of these provisions.
• If the customer is in default as regards a payment or a loan, we shall not be obliged to satisfy claims for defects as long as the customer fulfils his obligations corresponding to the invoice value of the goods delivered by us, less a reduction of the purchase price in proportion to the defects.
• The above paragraphs 1 to 6 of these provisions shall not constitute any guarantee declaration from our side. Any claims based on the warranty provided separately by us shall remain unaffected.

8. Limitation of liability

• In case of slightly negligent violations of obligations, our liability shall be limited to foreseeable, direct and average damage typical for the contractual nature of goods. This shall also apply to minor breaches of duty owing to negligence by our statutory representatives or vicarious agents.
• The aforementioned liabilty restrictions do not apply to claims of the customers arising from product liability. Furthermore, the limitations of liability shall not apply for physical injury, or for the impairment of health or death of the customer, if this can be attributed to us.
• Claims for damages by customers due to defects are limited to one year from the date of dispatch of the goods. This shall not apply if we can be accused of malice.

9. Prohibition of assignment and pledging

• Claims of the customer under the business relationship with us must not be assigned or pledged without our prior express written consent.

10. Place of jurisdiction

• The exclusive place of jurisdiction for all disputes arising out of the business relationship shall be Freiburg.
• The same applies if the customer has no general place of jurisdiction in Germany or if his domicile or habitual abode is not known when the suit is filed.
• We are, however, entitled to call upon any legally competent court.

11. Applicable law

• Solely the laws of the Federal Republic of Germany shall apply.
• Neither the Hague Convention relating to Uniform International Sales Laws of July 1, 1964 nor the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Law) of April 11, 1980 shall find application.

26.09.2011