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General sales and delivery terms

I. Validity of the regulations

(1) Our performances, deliveries and offers are carried out exclusively due to these business conditions. Our conditions also apply in her respectively most current setting to all future business relations even if they are not agreed or mentioned again particularly at completion. Our conditions are for the delivery or performance with the acceptance as assumed at the latest.

(2) We contradict counter-confirmations, counteroffers or other reference framework of the buyer under note express from his own business or purchase terms. Divergent conditions of the buyer are only valid for us if they have been confirmed by us in writing.

(3) All agreements which are reached between us and the buyer have to be put into a writing form. Claims from completed contracts with us can be transferred only with our explicit consent.

II. Offer and completition of a contract

(1) All our offers are without engagement and subject to confirmation. Declarations of acceptance, additions, amendments, verbal agreements and all orders require to get valid our written confirmation. Our confirmation is authoritative for the terms of a contract. If a contract entered into telephonic/verbally form is not confirmed by us in writing, our assigned invoice is valid as a confirmation.

(2) All technical details or other performance data as well as illustrations and (technical) drawings in our catalogue are only obligatory when this is particularly agreed in writing.

III. Prices

(1) In general, all prices mentioned by us are not without obligation agreed differently in EURO without the respectively legal sales tax. The prices mentioned in our order confirmation are substantial plus the respective legal sales tax, in which we reserve to calculate the prices valid on the day of the delivery for us. Additional services are calculated separately.

(2) We calculate a dispatch cost element up to a goods value of EURO 500,00 without sales tax. As of a goods value over EURO 500,00 without sales tax the delivery is carried out free delivery.

IV. Time of delivery

(1) Our delivery is carried out within the calender week for which she was confirmed in writing; details not confirmed in writing are non-binding.

(2) Delivering and performance delays due to acts of higher force or of events which do not make more difficult fundamentally or make to by no means the delivery for us only temporarily, strike, lockout, official orders, other faultless delays are included particularly in the completion of delivering parts, breakdowns, delays in the delivery of essential parts and raw materials etc. even if they enter our suppliers or their subcontractors, we do not have to represent at periods and set obligatorily appointments either. This also applies to admission during a delay already existing. Such delays authorize us to postpone the delivery around the duration of the hindrance plus adequate initial period or to withdraw from the contract completely or partly because of the part not fulfilled yet. The buyer cannot derive compensation claims from a prolongation of the delivery time.

(3) Changes requested by the buyer afterwards interrupt this one delivery time confirmed with the consequence, that the run starts newly after agreement about the desired change. Delay compensations are not granted.

(4) If the delivery of goods is delayed for reasons which we do not have to represent, we charge the buyer the costs at storage in the work of the supplier at least ½ % of the invoice amount being allotted to the stored parts arisen the storage - for every month according to indication of the dispatch readiness. We reserve the right to store the product also outside our works.

(5) The buyer is obliged to accept delivered goods with existing minor defects. Moreover, we are entitled to partial performances as far as these are for the buyer of interest. We are only provided in the contract with the delivering and contractual obligations if the buyer meets (has) the obligations on time and proper.

(6) We are authorized in case of default of acceptance to require a compensation of the coming damage; with entry of the default of acceptance the danger of the accidental perishing and the accidental worsening changes on the buyer.

V. Passing of the risk

(1) The danger changes on the buyer as soon as the shipment has been submitted to the carrier or has left our work to the purpose of shipping. This is valid for a freight paid delivery and independently of the means of transport.

(2) Deviations of the delivery order or the invoice have to be announced in writing form immediately after goods reception.

VI. Payment conditions

(1) As far as not agreed differently, our invoices are payable also for partial deliveries after issuing an invoice without deduction of Paying Agency 30 days.

(2) For payments within 14 days after issuing an invoice we allow 3% cash discount.

(3) We only accept changes or cheques due to special agreements and only due to the payment. Discount and change expenses are for debits of the buyer and are immediately due. Payments are considered as completed only when we have the total amount at our disposal.

(4) We are authorized, despite differently purposes of the buyer, to credit the payments to the older debts. We inform the buyer about the way of the crediting. If costs and interest have already occurred, we are entitled to first credit the payment to the costs, then to the interest and crediting to the principal amount last.

(5) If the customer is in payment default or payments are deferred, we are authorized to claim from the point of time the amount of 8% over the respective base interest as a flat-rate compensation. We specificly reserve the right, to prove and claim a higher damage.

(6) The customer is not entitled to the setting off, retention or reduction, even if customer's complaints or counterclaims are asserted, it is, then, the counterclaims are stated indisputably or finally.

VII. Reservation of title

(1) The delivered product remains our property until the fulfilment of all demands (including all balance demands from account current), this one be entitled to us for every legal foundation against the buyer now or in future.

(2) Processing or change of the product is always carried out for us as producers, how an obligation does not arise from it for us. As far as the (Co)-ownership of the buyer expires by connection, you agree already that the (Co)-ownership of the item value proportional (invoice value) passes over on us. The buyer is obliged to the careful keeping free of charge of the (Co)-ownership. The product (Co)-ownership is entitled to us, is described as a reserved product in the following.

(3) The buyer is authorized to process and to sell the retained goods in the proper commercial traffic, as long as he is not in the delay. Pawnings and transfers of ownership as security on a debt are forbidden. The buyer hands over on us the demands arising from the resale or from another legal justification regarding the advance booking product already now due to the safeguarding on a full scale. The buyer informs us on desire for the realization of our rights about all in this respect required data. We authorize the buyer to retract the demands handed over to us on his invoice on one`s on behalf. If the buyer does not meet his financial obligations duly, we can cancel the direct debit authorization.

(4)The buyer will point out our ownership to these and immediately inform us at all access of third parties to the retained goods, so that we can succeed with our rights of ownership. If legal costs out of court should arise which the third party cannot refund us, the buyer is liable for it.

(5) We are at behaviour of the buyer contrary to the terms of the contract, authorized at delay in payment particularly to step down and to request the retained goods of the contract.

VIII. Liability for defects

(1) We guarantee…being with the buyer A liability for defects of the surface termination (paintwork, other anti-corrosion protection) of our products is only carried out under consideration of the following regulations according to the legal regulations. We assume a liability for merchandise only following the example of the respective manufacturer. Claims going beyond it are excluded.

(2) Defects have to be shown to us immediately in writing form, at latest within a week after receipt of goods. Defects, which are not recognized in a careful check within the period of time, have to be informed to us in writing immediately after discovery.

(3) Are our operation and maintenance instructions not followed, are changes carried out at our products, parts replaced or other materials used this one not corresponding to our specifications/instructions, claims are dropped because of product defects, unless this one disproves buyers ours substantiated assertion, that mentioned circumstances have caused the defect.

(4) After communication of a defect, either the product is after our choice and at our expense
(a) send for repair to us or
(b) having ready for the repair at customer

We reserve a replacement delivery for us instead of the repair; an adequate compensation fee for the use has to be paid from the customer until the exchange is copmpleted. If we accept the request of the buyer to carry out a repair at a place mentioned by the buyer, only a calculation of the working time and travelling expenses is charged.

(5) Claims because of defects against us are not transferable.

IX. Design modifications

We reserve the right any time to carry out design modifications which correspond to the technological progress; but are not obliged, however, to carry out such changes at products which are already ordered or delivered.

X. Custom-made products

Custom-made products which we produce, following the technical example of the buyer and/or construction drawings, which are after the construction drawings following the (technical) example of the buyer made, approved thereafter by the buyer, are excluded from repurchase and exchange.

Number VIII. of these conditions remains untouched as for the rest according to the following regulation: Our liability for a defect of the custom-made product is excluded, as far as this defect is based on faulty (technical) specifications of the buyer, his faulty construction drawings or faulty specifications of the buyer for the construction drawings which are for us made as per order and approved by the buyer.

XI. Liability

(1) Independently of the way of the breach of duty, compensation claims are excluded against us, as far as there is not a deliberate or gross negligence behavior.

(2) We are liable, however, at injury of essential contractual duties only up to the height of the foreseeable damage. Claims to escaped profit, saved charges from compensation claims of third parties, as well as on other indirect ones and resultant damages cannot be required.

(3) Claims, which have resulted out of a fraudulent behavior for our part, as well as a liability for guaranteed characteristics of product or for requirements after the product liability law, as well as damage for the injury of life, body, or health are not subject to the aforementioned restrictions and exclusions of liability.

(4) As far as our liability is excluded or restricted, this also applies to our employees, employee, representative and assistants.

XII. Data Security

Under reference to the data protection law we advise that all customers and delivering-related data are saved by us.

XIII. Applicable law, place of execution, place of jurisdiction

(1) For these business conditions and the complete privity of contract between us and the buyer, the right of the Federal Republic of Germany applies, providing that the regulations of the purchase of UN rights are part of this contract.

(2) Place of execution for delivery and payment is Remscheid.

(3) As far as the buyer is merchant, a legal entity of the public law or a separate property under public law, Remscheid is exclusive place of jurisdiction for all disputes which immediately or indirectly result from the contractual relationship, § 38 of civil process order applies primarily.

(4) Should a regulation be or get ineffective in these business conditions, in the context of other agreements, the effectiveness of all other regulations or agreements is not touched by it.