General Terms and Conditions

2. Contract conclusion
2.1 Offers made by the seller are non-binding and subject to final confirmation.
2.2 The buyer agrees to accept such deviations in quality, amount, weight or in other respects as are customary in trade or commerce, even when the buyer refers to brochures, drawings or illustrations when placing its order, except where the buyer explicitly states that exact compliance with the terms of the order is a condition of the contract.

3.1 Delivery dates are stated in the confirmation of order according to the best of the seller`s knowledge and as precisely as possible. The delivery period begins upon the buyer`s receipt of the confirmation of order, but not before the seller has received the materials, permits and releases to be supplied by the buyer nor before the receipt of an agreed payment on account. Partial deliveries shall be permissible to the extent that the buyer can reasonably be expected to accept them.

3.2 If the failure to comply with the time limits is to be attributed to allocation of resources or force major, e.g. mobilization, war, insurrection, or similar events, e.g. strike, lockout, the periods of time shall be reasonably extended.

3.3 If, despite entering into a correct covering transaction with its supplier, the seller is not supplied with the goods ordered by the buyer either in good time or correctly, and the seller is not responsible for the failure to deliver to the buyer in good time or correctly, the seller shall be entitled to rescind the contract with the buyer. Notice shall be given to the buyer of the failure to deliver in good time or correctly. If the seller does not rescind the contract, the seller shall for the duration of the delivery to the buyer that is not in good time or not correct be released from its duty to perform.
3.4 Blanket orders have a duration of 12 months maximum, starting with the order date from the buyer. Merchandise that have not been scheduled for delivery by the buyer will be shipped automatically after 12 months.

4.2 If more than four weeks pass between the date when the contract is entered into and the contractually agreed delivery date, the seller shall be entitled to charge the buyer the list price of the goods that applies at the date of shipping.
4.3 If the purchase price is in foreign currency, the buyer shall bear the risk of a deterioration of the exchange rate of the foreign currency against the euro for the period from the date on which the contract is entered into until the date when the seller receives the payment.

5.1 Payment shall be due immediately without discounts of any kind, unless the confirmation of offer provides otherwise. COD consignments are payable without any deduction. Employees and travelling agents of the seller shall be entitled to receive payment only if they have been given authority to collect.

5.3 If payments are made later than as provided in no. 5.1, interest at a rate of 3% above the base rate shall be payable from the date when they fall due to the date of payment, without a demand being necessary. If the buyer is in default, interest at the rate of 5% above the base rate shall be payable until the date of payment. The buyer shall be entitled to furnish evidence that the actual loss or damage was lower.

5.4 If the financial situation of the buyer materially deteriorates after the contract is entered into, for example if insolvency proceedings are commenced in relation to the buyer`s property, or if such a deterioration in the buyer`s financial situation becomes known only after the contract has been entered into, the seller shall not be obliged to make delivery until the buyer pays or provides an adequate security for the seller`s payment claim.
5.5 The buyer shall be entitled to set off payment only against undisputed claims or claims that have been finally and non-appealably determined or with the seller`s consent in writing, and only in such cases shall the buyer be entitled to exercise a right of retention. The commercial right of retention under s. 369 Commercial Code (commercial lien between merchants) is excluded.

6.1 All the parts of services shall, at the choice of the seller, be remedied, replaced or rendered again if within the limitation period they show a defect of quality, provided that the cause of the defect existed at the date of passing of risk. First the seller shall be given an opportunity to make supplementary performance.

6.2Warranty claims shall become statute-barred in twelve months. This shall not apply to the extent that, under sections 438 (1) no.2 (buildings and things for buildings), 479(1) (right of recourse) and 634a (1) no.2 (building defects) Civil Code, statute does not lay down longer periods, and in cases of death or injury to body or health, of an intentional or grossly negligent breach of duty by the seller and fraudulent concealment of a defect. The statutory provisions on suspension of expiration of the limitation period, suspension and recommencement of the limitation period shall remain unaffected.

6.5 Claims of the seller for the expenses incurred for the purpose of supplementary performance, in particular carriage of goods, workmen`s`travel costs, costs of labour and materials, are excluded to the extent that the expenses are increased because the delivery item has subsequently been taken to a different location than the buyer`s premises, unless the transport to that location is in accordance with the intended use of the item.
6.6 Rights of recourse of the buyer against the seller under s. 478 Civil Code (businessperson`s right of recourse) shall exist only to the extent that the buyer has not entered into any agreements with its customer that go beyond the statutory warranty claims. The scope of the buyer`s right of recourse against the seller under s. 478 (2) Civil Code shall further be subject to no. 7.5 mutatis mutandis.
6.7 In other respects, claims to damages shall be subject to no. 9 (other claims to damages). Claims of the buyer against the seller and the seller`s agents for whom it is vicariously liable going beyond this or other than those dealt with by no. 9 shall be excluded.

damages, unless the seller is not responsible for the impossibility. However, the buyer`s claim to damages shall be restricted to ten per cent of the value of the part of the delivery that, by reason of the impossibility, cannot be appropriately taken into operation. The above restriction shall not apply to the extent that, in cases of intention, gross negligence or death, or injury to body or health, liability is mandatory; this shall not entail a change of the burden of proof to the detriment of the buyer. The buyer`s right to terminate the contract shall remain unaffected.
7.2 To the extent that unforeseeable events alter the financial significance or the contents of the delivery or have a substantial effect on the seller`s business operations, the contract shall be adapted to a reasonable degree, in accordance with good faith. To the extent that this cannot be financially justified, the seller shall have the right to terminate the contract. If it wishes to avail itself of this right of termination, it shall notify the buyer of this without delay after realizing the implications of the event, even if an extension of the delivery period has first been agreed with the buyer.

8.2 This shall not apply if liability is mandatory, for example under the Product Liability Act (Produkthaftungsgesetz), in cases on intention, of gross negligence, or of death, or injury to body or health or the violation of fundamental contractual duties. The claim to damages for the violation of fundamental contractual duties shall, however, be restricted to damage that is typical of contacts and foreseeable, unless there is intention or gross negligence, or death or injury to body or health. The above provisions do not entail a reversal of the burden of proof to the detriment of the buyer.
8.3 To the extent that the buyer has claims to damages, these claims shall expire at the end of the period of limitation for defects of quality under no. 6.2. Claims to damages under the Product Liability Act shall be subject to the statutory provisions on limitation.

9.1 The seller shall retain title to all items delivered until the seller`s claims arising from the business connection have been paid in full. This shall apply even if the buyer pays the purchase price of particular deliveries, for in this case the retained title to the goods secures the seller`s claim for the balance. Processing or transformation of the goods shall always be deemed made for the seller.

9.3The buyer hereby by way of security transfers to the seller in full as of today`s date the claims arising from the resale or for another legal cause in relation to the reserved goods. If reserved goods are resold together with other goods at a total price, the assignment includes a part claim of first priority equivalent to the invoice value of the goods. The assignment of the claim also includes claims of the buyer to the final balance of a current account where such balance has been agreed between the buyer and its customers. On request, the buyer shall disclose the list of claims assigned and give all information that is requested relating to the claims assigned to the seller, and also produce the supporting documents.

9.4If the buyer is not itself a dealer, the buyer shall not be entitled to resell before the seller`s total claim arising from the business connection under no. 10.1 has been fully paid except with the written consent of the seller. No. 10.3 (assignment of claims in advance) shall apply mutatis mutandis.

9.5On the buyer`s default in payment or other substantial breaches of contract, the seller shall be entitled after fixing an appropriate time-limit to terminate the contract and to take back the goods. The buyer is under a duty in this case to assign to the seller claims against third parties for restitution of property. The buyer shall irrevocably authorize the seller to enter the buyer`s premises where the reserved goods are stored in order to enable the seller to remove the goods or to inspect them.

9.6If the value of the seller`s security, including the assignment of future claims, continues for a period of time to exceed the value of the seller`s claims by 20%, the seller shall be obliged at the request of the buyer to release to the buyer securities granted to the buyer, such securities to be at the choice of the buyer, until the value of the remaining securities exceeds the value of the seller`s claims by less than 20%. The reference figure for calculating the value of the security shall be the seller`s current sales price, less 10% if the goods are no longer new.
9.7The buyer shall not be permitted without the seller`s consent in writing to pledge the reserved goods or to transfer ownership of the reserved goods by way of security.

10.1 This contract shall be governed exclusively by the law of the Federal Republic of Germany. The application of the Uniform Law on the International Sales of Goods (ULIS) and the United Nations Convention on Contracts for the International Sales of Goods (CISG) are excluded. The place of jurisdiction for all litigation arising from this contract is Hannover. The agreement as to a place of jurisdiction applies between businessmen governed by the Commercial Code.
10.2 If the contract of sale is entered into and carried out in the course of trade inside the EC and if the buyer does not give the seller its VAT registration number, the seller shall be entitled to charge the appropriate German VAT in addition to the agreed purchase price and to require it to be paid.

Should any individual provisions in the above options terms be or become invalid, either in part or in full, or impracticable, this will not affect the validity of the other provisions. The invalid or impracticable provision will be replaced by a ruling that is as close as possible in economic purpose to the invalid or impracticable provision in a legally effective and practicable form. The same will also apply in the event of any unintended omissions.