Terms & Conditions of Sale and Delivery – T&Cs

These terms & conditions apply to customers who, within the meaning of the German Commercial Code (HGB), are business people conducting commercial operations, to legal persons governed by public law, or to separate estates under public law.

§ 1 General

1. Our deliveries, services and offers will be provided exclusively on the basis of these terms & conditions, which will also apply for all future business transactions even if no explicit consent is given to them again. These terms & conditions will be deemed to have been agreed when goods are accepted at the latest. We herewith reject any counter-confirmation presented by customers referring to their own terms and conditions of business or purchase.

2. Any deviations from these terms & conditions will not be valid unless confirmed by us in writing.

§ 2 Offers/Order Placement

1. Our offers are subject to change without notice and are without obligation. Samples and brochures are provided for illustrative purposes only. For this reason, drawings, diagrams, dimensions, weights or other data relating to performance in our sales material are only binding if this is explicitly agreed in writing. We reserve the right to modify the products that we sell to comply with differing standards that may possibly take effect at a later date.
2. In order to avoid any ambiguity and for the sake of clarity and legal certainty associated with it, we recommend the reliable method of order placement in writing. The customer will bear any risk of incorrect communication or comprehension, and for any wrong deliveries resulting therefrom, if the order was placed by telephone or verbally.
3. The minimum order value is € 50.00.

§ 3 Pricing

Our offers are always subject to change without notice and without obligation unless fixed prices were explicitly agreed. Prices quoted are ex works (our warehouse), or in the event of direct delivery by a manufacturer, their factory warehouse, and do not include packaging costs. All prices are subject to the applicable statutory rate of VAT. Any interim cost increases will be added to the price; we will however take into account any interim price reductions.
Prices contained in our order confirmation are the definitive prices and are subject to the applicable statutory rate of VAT.

§ 4 Delivery Periods

1. Any delivery periods or deadlines agreed as either binding or non-binding must be specified in writing. Delivery periods commence on the date on which the written agreed comes into effect. Should any details of execution remain open for which just one of the parties deems to require clarification, the delivery period will not commence before all details of execution have been clarified.
2. We may not be held liable for delays in delivery and performance – even for periods and deadlines agreed as binding – caused by force majeure and by events that make it extremely difficult or impossible for us to deliver; such events include, in particular, strikes, lockouts, official directives, etc., even when they occur to our suppliers or their sub-contractors. They will entitle us to delay delivery or performance by the duration of the obstruction plus an appropriate start-up period, or to withdraw from the contract entirely or partially for the portion of contract that has not yet been fulfilled.
3. Should the obstruction last longer than two months, the customer will be entitled to withdraw from the portion of contract that has not yet been fulfilled after setting an appropriate extension. Any extension to the delivery period, or any release from our obligation, will not constitute grounds for the customer to claim compensation. We may only invoke the aforementioned circumstances if we notify the customer immediately.

§ 5 Weights and Quantities

We reserve the right to excess or short delivery. Excess or short deliveries by up to 10 % are customary for the sector and are regarded as contractual fulfillment. In the event of a short delivery of the ordered quantity, there is no entitlement to subsequent delivery of the shortfall.

§ 6 Industrial Property Rights

Customers are responsible for ensuring that goods that we produce and/or supply to their specification do not infringe any third-party industrial property rights. Customers must indemnify us from all claims asserted against us by third partied for breach of industrial property rights. In such an event, customers will be liable to face any legal proceedings brought.

§ 7 Terms of Payment

1. Unless otherwise agreed, all our invoices are due within 10 days of the invoice date with 2 % cash discount, or within 30 days net. This does not cover capital goods such as machinery, for which special terms apply. We are entitled to initially set off the customer's payments against older liabilities despite instructions to the contrary. If costs and interest have already been incurred, we are entitled to set off payment first against such costs, then against interest and finally against the main debt.
2. Payment is only deemed to have been made when we have the amount due at our disposal. When payment is made by check, payment will only be deemed to have been made when the check has been encashed.
3. If the customer is in default, we will be entitled to charge interest at a rate equaling what commercial banks charge for overdrafts, plus the statutory rate of VAT. This must be set lower if the customer can provide evidence of a lower charge.
4. Should the customer fail to meet payment obligations, in particular fail to honor a check or suspend payments, or if we become aware of other circumstances that cast doubt on the customer’s creditworthiness, we will be entitled to declare the whole of the outstanding debt immediately payable even if we have previously accepted checks or commercial bills. In such cases we will also be entitled to insist on advance payment or security.
5. The customer will only be entitled to offset, retain or reduce payments, even when claims for defect or counterclaims are asserted, if the counterclaims have been legally recognized, or are uncontested.

§ 8 Shipment and Transfer of Risk

Risk is transferred to the customer as soon as the consignment has been handed over to the person effecting transport, or has left our warehouse for the purpose of shipment. If shipment is not possible for reasons for which we are not liable, risk will be transferred to the customer when notification has been given that the goods are ready for dispatch. We are entitled to choose the method of shipment. In the event of damage during transport, a legally binding certificate of damage must be issued by the carrier making the delivery or by the rail company immediately on arrival of the goods.

§ 9 Warranty / Liability

1. We assume warranty for the goods we supply in accordance with the provisions set out below, which specify all warranty arrangements in full and which exclude any other type of warranty claim.
2. The warranty period is six months and commences on the date of delivery. The warranty will be void if our operating or maintenance instructions are not followed, if modifications are made to the products, if parts are exchanged or consumables used that do not meet the original specifications unless the customer can provide evidence that the defect is not due to such circumstances.
3. The customer is obliged to notify us in writing of any defects immediately, however within one week of receipt of the items supplied, providing full and precise details of such defects. Any defects that cannot be detected through careful inspection within this period must be reported to us in writing immediately on detection and described in detail.
4. In the event of a justified notice of defect, we may choose to:
   
   1. Take back the defective goods and supply defect-free goods
   2. Demand that the customer hold the defective item delivered available for an employee commissioned by us to repair
5. Should repairs prove unsuccessful after an appropriate period, the customer will be entitled to demand cancellation of the contract of purchase (rescission) or a lower price (reduction).
6. Liability for normal wear and tear is excluded.
7. Only the immediate customer is entitled to assert warranty claims, which are not transferable.
8. We will not assume liability for the slightly negligent breach of insubstantial contractual obligations. In the event of
   
   1. Slightly negligent breach of fundamental contractual obligations, and
   2. Deliberate or grossly negligent breaches of contract by simple agents (not legal representative or executives),
      our liability will be limited to the amount that we anticipated as the possible consequence of a breach of contract when the contract was concluded, taking into account circumstances that we were aware of, that we should have been aware of or that we should have anticipated.
9. In the event of missing properties that were assured, we will only be liable for assurances of properties that were intended to secure the customer against the risk of the damage or loss that actually occurred.
10. Product liability claims remain unaffected.

§ 10 Special Warranty Terms for Construction Designs

Design proposals (draft designs) and complete design plans are covered exclusively by our special terms and conditions:

1. The customer will be entitled to rectification if design proposals (draft designs) or complete design plans supplied by us contain errors. Should rectification fail, the customer may set an appropriate extension for us to remedy the defect subject to the condition that the remedy of defect will be rejected if the deadline expires. If the deadline expires without success, the customer will be entitled to cancel the contract of purchase (rescission) or lower the purchase price (reduction). However, no further deadline will need to be set if the defect cannot be remedied or if we decline to remedy it, or if the immediate assertion of a claim for rescission or reduction is justified by a special interest of the customer.
2. The following applies to all claims for damages on the part of the customer, regardless of whether they are asserted on a legal or contractual basis or due to tortious conduct:
   
   1. We will only be liable for consequential damage and other indirect damage in an amount that we anticipated as the possible consequence of a breach of contract when the contract was concluded, taking into account circumstances that we were aware of, that we should have been aware of or that we should have anticipated.
   2. We will only bear responsibility for the culpability of our agents if they are executives and no breach of fundamental contractual obligations.
   3. The warranty period for construction designs is six months.

§ 11 Reservation of Title

The goods supplied will remain our property until all outstanding claims for payment against the customer arising from the business relationship have been settled. The customer is entitled to sell items supplied by us as part of normal business operations. In this case, all claims for payment on the part of the customer arising from such resale are herewith assigned to us at the time that they arise. If goods that we supply are processed with items that do not belong to us, we herewith acquire co-ownership if the new object in the proportion of the value of the goods subject to reservation of title relative to the other processed items. The same applies where goods are mixed. In the event of payment by check involving a refinancing bill, our reservation of title will not expire when the check is honored; it will not expire until the final refinancing paper is redeemed.

§ 12 Installation

Any installation work performed at a location outside our company are covered by the “VDMA Terms & Conditions for Installation” applicable when the work is performed.

§ 13 Internet

The customer’s submission of a completed order form by e-mail constitutes a binding offer to conclude a contract of purchase for the named products. Acceptance of the offer is effected by our written order confirmation. Access to pages containing the products we offer and the conclusion of legal business transactions is exclusively reserved for fully legally competent persons intending to use the products offered for commercial purposes, who have registered with us providing the data requested on the registration form, and who have been issued with an appropriate customer number.

§ 14 Place of Performance and Place of Jurisdiction, Choice of Law

The place of jurisdiction and place of performance for all disputes arising directly or indirectly from this contractual relationship, including legal action with regard to checks and bills, is Chemnitz.
We can choose to take legal action against contractual parties whose place of business is outside the Federal Republic of Germany, regardless of the choice of law, at their general place of jurisdiction if this appears to be appropriate to us for reasons of compulsory enforcement. All legal relations with contractual partners are governed by the laws of the Federal Republic of Germany.

Chemnitz, June 2008