General Terms and Conditions

of Sale

The following General Terms and Conditions of Sale apply exclusively to all purchase agreements. We accept other terms, in particular those of the purchaser, only on a single case and exceptional basis and subject to our prior written approval. The delivery of goods does not infer that the terms and conditions of the purchaser are accepted. Acceptance of delivery shall be deemed conclusive evidence of the buyer's acceptance of these General Terms and Conditions of Sale. These General Terms and Conditions of Sale shall be governed by the laws of Federal Republic Germany.

1. All our offers are subject to confirmation. We shall only be bound by such orders which we have confirmed or which we have started to carry out. This applies also to all amendments and additions of the contract or additional oral agreements.
2. Customs duties, taxes and other duties that increase after the conclusion of the contract shall be borne by the buyer.

1. The quality of the materials is in accordance with the specifications set out in the product information sheets. Variations thereof require an explicit agreement.

1. All our prices are generally non-binding. Prices are specified in our annually updated price lists and are deemed as "ex works”. In case of follow-up orders we are not bound by earlier prices.
2. The prices do not include value added tax. Value added tax will be stated separately on the invoice and will be calculated on basis of the legally applicable rate on the invoicing date.
3. All payments shall be made within 30 days after the date of the invoice without deduction. All payments shall be made to the deliverer. The applicable currency is EURO.
4. Amounts not paid within the payment period shall bear interest at a rate of 12%.
5. Payments will be used to settle the oldest amounts due plus accrued default interest and other costs, and in the following order: Costs, interest, principal claim.
6. The buyer is not entitled to withhold payments. The buyer may set off his payments only against such claims, that are undisputed, accepted by us or that have become legally effective.
7. If the buyer is delinquent in paying a single invoice amount that might have a considerable impact on the business relation, all claims arising from the business relation become immediately due. In such case we shall be entitled to require payment in cash before any further shipments are made. If the default in payment is not remedied within a reasonable time limit, we shall be entitled to terminate the contract and claim damage compensation for non-performance of the contract. This applies in particular to follow up orders that have been agreed but not carried out. Should we discover facts, which prove that buyer is not credit-worthy, we shall be entitled to request payment of all outstanding debts and payment in cash for all future shipments even if otherwise agreed before.

1. Date of delivery shall be the day when the goods leave the factory or the warehouse.

1. Delivery shall be made generally ex works in accordance with the currently valid INCOTERMS.
2. We reserve the right to select the method and route of the carriage of the goods. Additional delivery services requested by the buyer (24 hour dispatch, transport insurance etc.) shall be borne by the buyer.
3. The risk of accidental loss or damage of the goods shall be transferred to the buyer upon dispatch or in case of buyer collection when the goods are handed over to the buyer.
4. If buyer collection was agreed, the buyer or his representative shall be responsible for loading the vehicles for transportation and for compliance with all legal provisions in relation to the transport of dangerous goods.
5. Costs arising from impediment or delay of the transport shall be borne by the buyer. If we accept returned goods in part or in full, the buyer shall bear the costs arising thereof in any case, unless the return is in consequence of a legitimate complaint.
6. We may deliver the goods in instalments or prior to the agreed delivery date.   If we notify the buyer of the date of an early delivery or a delivery in instalments, the date when the buyer's obligations, also his payment obligations, become due shall be forwarded accordingly.
7. If it was agreed that the buyer collects instalments within a certain period and the buyer does not collect them within such period, we shall be entitled at our own discretion to invoice the corresponding instalments or to withdraw from the contract without extension of time.
8. Our obligation to deliver shall cease in case of suspension of payments, opening of insolvency proceedings or liquidation of the buyer.

1. Where the goods are delivered in returnable packaging the buyer shall be obliged to return these empty and in good order within 4 weeks after receipt. The costs and risk of return shall be borne by the buyer. As the case may be, the buyer may return the packaging at one of our delivery cars in exchange for an acknowledgement of receipt.
2. If the buyer does not fulfil this obligation within the time period, we shall be entitled to charge a reasonable fee for the period extending the period for return. If we have granted an extension of time for returning the packaging and the packaging was not returned, we shall be entitled without further notice to charge replacement costs and to refuse acceptance of packaging returned afterwards.
3. The identification labels on the returnable packaging may not be removed. Returnable packaging may not be exchanged or filled with other goods. The buyer shall be liable for any loss in value, exchange or loss regardless of his fault. The results of our estimation of returned packaging shall apply. The buyer is not entitled to give packaging to third parties; packaging may not be used as a storage container.

1. Wrong deliveries and obvious defects can only be considered if the buyer serves written notice including the delivery note without delay after discovery and no later than 2 weeks after receipt of the goods.
2. Our products have a warranty of 6 months as of the delivery date.
3. In the event of loss or damage of the goods and transportation at our risk, the buyer shall be obliged to provide us with all evidence necessary in order to claim compensation from the carrier. In case the buyer does not fully provide us with such evidence or does not provide us with such evidence in time, we shall be entitled to refuse any additional delivery whereas the buyer's obligation to pay for a defective delivery shall remain in force.
4. Defects will only be considered if the buyer has complied with his obligations of inspection and complaint pursuant to Art. 377, 378 of the Handelsgesetzbuch (German Commercial Law). Complaints shall at least include the following:
   - Type of material, batch number and label date of the
      rejected materials,
   - Detailed description of the defect and/or the fault,
   - Sample and quantity of the rejected materials,
   - Remaining quantity in original packaging of the same
      rejected batch number,
   - Processing and storage conditions of the material.
5. If the claims for compensation are justified, the buyer shall be entitled to compensation deliveries. If this is not practicable or can not be carried out in due time, the buyer shall be entitled at his option to withdraw from the contract or to request a reduction in price.
6. We will pay all transportation costs if the complaint was justified, in all other cases they shall be borne by the buyer.
7. The rejected goods have to be kept at our disposal. We then will decide upon the further treatment of the rejected goods. The buyer shall be obliged to treat the rejected goods in accordance with our decision.

1. The title in the goods shall not pass to the buyer until all payments arising from the business relation including additional claims, damage compensation or the like have been made in full.
2. We shall be entitled to claim possession of all retained goods without withdrawal from the contract and without granting additional notification periods, if the buyer does not fulfil his obligations in time. The return of retained goods shall be deemed as a withdrawal from the contract, only if we have explicitly confirmed so in writing.
3. The buyer shall be obliged to keep retained goods in good shape and at his expenses; furthermore he shall insure these at his expenses against loss or damage according to reasonable due diligence requirements. The buyer hereby transfers in advance all claims arising from insurance contracts to us.
4. As long as the buyer duly fulfils his payment obligations he shall be entitled to possess the retained goods in the ordinary course of business. This shall, however, not apply if and in so far as a prohibition of assignment in respect to the payment obligations was agreed between the buyer and his clients The buyer is not entitled to pledges or assignations in security or other charges. In case of resale the buyer shall be obliged to make the transfer of title subject to full payment by his clients.
5. The buyer hereby accepts the transfer in advance to us of all claims arising from the resale of retained goods including all ancillary rights and liens as well as cheques made in advance in order to secure all claims raised against the buyer in the course of the business relation. If retained goods are sold together with other goods for a total price, the transfer shall be limited in proportion to the invoice amount of the retained goods included therein. As long as the buyer fulfils his payment obligations in time, he shall be entitled to recover any claims arising from the resale by himself. He is not entitled to any pledges, liens or other assignments.
6. Should we deem that the enforcement of our claims is endangered, the buyer, upon request, shall inform his clients about the assignment and provide us with all necessary information and documentation. The buyer is obliged to inform us without delay about any third parties' access to the retained goods or the assigned claims. 7. If the value of the liens we are entitled to should exceed our claims against the buyer for more than 20% we shall be obliged to release such liens upon request by the buyer. The choice of the security to be released shall be at our discretion.

1. All buyer's claims for compensation for direct or indirect damage including subsequent or collateral damages against us, our employees and our vicarious agents shall be excluded unless the damage is a result of intent or gross negligence. This applies in particular, but not exclusively, to all possible claims for compensation due to impossibility to perform, delayed performance, lack of guaranteed characteristics, breach of contractual or pre-contractual principal or secondary obligations as well as tortuous action including the so called product liability. In any case, the compensation obligation is limited to such damages, that could have been foreseeable as possible consequences of the action that caused the obligation to compensate.
2. During events of force majeure including statutory regulations, strikes and lock-outs, we shall be entitled to delay the delivery as long as such impediment persists or to withdraw in part or in full from the contract without being obliged to pay compensation for damage. This also applies to all other accidental events that hinder, delay or impede the production or the delivery of the goods, in particular in case of delayed or incorrect delivery by our suppliers and shortages of energy and/or raw materials.

All claims of the buyer against us - regardless of the legal reason - must be filed within 6 months after delivery and/or the date when the claim arose, whichever date is earlier.

The place of performance for deliveries, returned goods and payments is Strausberg. The place of jurisdiction is Strausberg. These General Terms and Conditions of Sale shall be governed by the laws of Federal Republic Germany.

If any one or more of the provisions of these General Terms and Conditions of Sale is or becomes invalid, such invalidity shall neither affect the enforceability of remaining provisions or portions thereof nor the whole contract. The invalid provision shall be replaced with a mutually acceptable and valid provision that reflects as closely as possible the economic intent of the original provision.