§ 1 Range of Validity

Our deliveries and performances will be effected expressively according to the following general sales and delivery conditions. These are also valid for any future business relationships, even if this has not been agreed upon again expressively. They are also valid if we have not contradicted non-conforming conditions of the customer in the individual case, which we herewith decline expressively. Our sales conditions are even valid, if we execute the delivery to the client in spite of the awareness of the client's conditions not being conform with our sales conditions. Equally we will not be hold liable, if the sales conditions of the client are not conform with any legal requirements, irrespective of the content of these general sales conditions.

§ 2 Offer and Conclusion of Contract

1. Our offers are non-binding. These are requests of the client for the submission of offers only.

2. The order of the client is a binding offer. It is up to us to accept or decline this offer within 4 weeks by means of a written order confirmation (even by fax or e-mail). In case of an immediate delivery the invoice is to be understood as order confirmation at the same time.

3. As regards pictures, drawings, calculations, results of data processing and any other documents having been handed over to the client by us in the framework of the negotiation of contract, we reserve any rights of property, copyright and patent law as well as the protection of patterns and designs. They have been made available for the purpose of our respective offer only and may not be copied in extraction or transferred to third party. This is especially valid for such written documents called "confidentially"; they may not be given to third parties without our expressive written confirmation. In case the order is submitted to another company, the documents have to be sent back to us without of charge.

4. Our employees, commercial agents or other sales people are not authorised to renounce to the important written order confirmation or to make any confirmation not in accordance with the content or to determine any warranties.

§ 3 Prices and Payments

1. Unless anything else said in the order confirmation, our prices are to be understood "ex works". To the prices the value added taxis added to the corresponding amount and other country-specific costs for deliveries abroad as well as the costs for our customary packing, other shipping costs, delivery costs etc. born by us exceptionally. Any other fees, public costs etc. are to be born by the purchaser, unless there are any other binding legal instructions. We are authorised to demand immediate reimbursement of any freightage paid by us or any other expense. Packing will be charged at cost price.
We reserve the right to increase our prices accordingly in case of increased costs after conclusion of contract, especially due to wage settlements or price increases of material and if there are at least 4 months between conclusion of contract and scheduled delivery.

2. The purchaser is obliged to pay the price agreed upon within 30 days net after date of invoice. Unless that has been done, payment will be due as per that date. Any foreign bank fees are to be born by the partner of the contract. As per date of delay we are authorised to demand interests amounting to 8 % above the basic rate of interest. If we are in the position to prove a more important damage due to the delay, we are authorised to demand that one.

3. If a payment of the purchase is delayed, any other claims will be due immediately, unless the partner of contract proves that he is not responsible for the delay. The purchaser has got the right to set something off against something only, if his counter claims have been proved legally valid, they are undisputable or accepted by us, however in no case with claims transferred to him. Any rights of the purchaser to hold back the payment and/ or any objections are excluded, unless we have made severe infringement of the obligation occurring out of the said contract in spite of written caution and we do not offer any adequate warranty.

5. We are authorised to set off payments against any previous debts of the purchaser in spite of different regulations of the purchaser. If any costs and interests have already occurred, we are authorised to set off the payment against the costs first, then against the interests and finally against the main performance, even if the purchaser determines anything else. In case of any financial assistance, payment will be set off against the main performance first, then against the interests and costs.

6. If we get aware of any circumstances that may endanger the solvency and creditwor-thiness of the purchaser, especially if he does not cash a cheque, does not pay, or if the application for insolvency is announced, we will be authorised to declare any remaining debts to be due, even if we have accepted cheques. In addition we may insist on payment in advance and any other guaranty for payment in this case. As long as this has not been fulfilled or may have been fulfilled in a non-binding way, we will not be obliged to continue the performance. This is also valid with payment not in time of a previous delivery. Any discounts agreed upon will not be allowed, if there is any due balance in our favour at the time of payment.

With awareness of the circumstances mentioned above and/ or the application for insolvency we will be authorised to withdraw from any orders, if an adequate extension has elapsed which had been set by us during which the other part has to effect payment according to his choice or to give any guaranty for payment. In case of the withdrawal the purchaser has to reimburse us any expenses we can prove. The demand for further claims for damage remains untouched by that.

§ 4 Condition of the Object to be purchased

1. The condition of the object to be purchased results from the leaflets and other concrete descriptions of the products that may be checked with us at any time and that can be made available at any time. The statements made therein are neither secured nor guaranteed.

2. Any customary deviations of drawings, pictures, dimensions, weights and any other data of performance are admissible. So we reserve the right to deliver more or less up to 10 %.

3. Before conclusion of contract the purchaser has to inform us by all means, if the merchandise ordered shall not be exclusively used for the common use or is used under conditions requiring increased demands or representing a special risk for health, security and environment.

§ 5Time of Delivery and Performance

1. The time of delivery does not start before any documents that have to be procured by the purchaser necessary for the processing of the order have been received, and before receipt of agreed payment in advance. Delivery will be made ex works. A delivery time is observed, if the shipment is ready for dispatch within the delay and if this has been told to the purchaser, or when it leaves our works.

2. In case of any force majeure or any other unforeseen, extraordinary and any other circumstances through no fault of one's own, e.g. nondelivery by any other supplier, due to fire, water and any other circumstances, breakdown of production plants and machines, strike and lockout, lack of material, energy, transport facilities, official intervention (even if they occur with our suppliers), we are - as far as we cannot fulfil our obligation of performance in time due to the circumstances mentioned above through no fault of our own - authorised to delay the delivery and/ or performance for the period of the obstacles plus an adequate time in addition. The customer however is authorised in this case to grant us an adequate extension of at least 14 days, if we exceed the delivery date agreed upon by more than 1 week. After a non-successful expiry of this extension the customer is authorised to withdraw from the order.

3. Before expiry of the delivery period we are authorised to make partial performances to a certain extent. Partial shipments and invoices for functioning units are admissible.

4. If the shipment of the delivery is delayed by any circumstances not having been caused by us, we are authorised to invoice a storage fee amounting to 0,5 % of the invoice amount for each month that has started, unless the purchaser proves an inferior damage. Further claims remain untouched - e.g. any claims regarding the delay.

5. If a delivery period having been agreed upon is not observed due to our fault, the purchaser is authorised to demand a compensation or to withdraw from the contract. But this will be the case only if we have not acted on purpose or in a negligent way and without any further claims after the expiry of an adequate extension according to § 5 number 2. This is also valid in those cases stated in § 5 number 2. The reimbursement of delay is limited to a maximum of 5 % of the part of the delivery that has not been fulfilled according to the contract. It is subject to the purchaser to prove a more important damage. There is no right of withdrawal, if the purchaser on his own has not accepted the delivery in time.

6. In case of orders to be delivered on call without agreement of validity, quantities to be produced and delivery times we may insist on a binding determination thereof 3 months after order confirmation at the latest. If the purchaser does not give this information within 3 weeks, we will be authorised to grant another 2 weeks extension. After expiry of that extension, we will be authorised to withdraw from contract and/ or to claim for damage.

7. If the purchaser does not observe his obligations to accept of the goods, we will be authorised to sell the goods after information of the purchaser.

§ 6 Transfer of Danger

1. Unless no obligation to be performed at creditor's habitual residence has been agreed upon, the danger will be transferred to the purchaser, as soon as the goods have been transferred to the person responsible for the transport or as soon as the goods have left our premises for the purpose of shipment. This is valid no matter if we make the transport by means of our own vehicles or if any other forwarding agents are be used by us, no matter if we bear the shipping costs. The loading of goods belongs to the ob-ligations of the purchaser. Any clauses such as "free delivery...." or any other such clauses serve for another regulation of the transport costs, but do not change the pre-vious regulation of bearing of danger.

2. If the shipment is delayed due to reasons for which the purchaser is responsible, the danger will be transferred to the purchaser the same day the goods are ready for despatch.

§ 7 Liability in Case of Defects

1. The rights for warranty of the purchaser are only valid, if he has met his obligations of checking and claiming properly according to § 377 HGB (German law). The obviously recognisable and typical faults having been found with duly checking - as far as such checking is possible with duly business - have to be claimed for in written within 8 days after handing over of the goods. The partner of contract is engaged to give us a detailed written description of the faults claimed by him. Non-obvious and non-recognisable faults in spite of duly checking have to be claimed for in written by the customer within 8 days after detection. In case of non-observation of the delay of claim, there will be no warranty for the faults concerned. After working of received complaints and checking of the goods we do not renounce to our rights concerning a delayed or incomplete letter of complaint.

2. We do not offer any warranty for any damages and disorders, especially due to natural wear and tear, incorrect installation and/ or taking into operation by the purchaser, non-proper use and incorrect operation, incorrect and/ or inappropriate power supply, operation using the wrong current or voltage, fire, lightning stroke, explosion, humidity and non-performance of necessary and/ or recommended operation and/ or mainte-nance works. Furthermore there will not be any warranty, if parts are exchanged or material is used not corresponding to the original specification.

3. We will make warranty performances for our properly functioning product within the period of 1 (one year) after delivery. In case of a fault we will be authorised to adjust the fault or to deliver a replacement according to our choice first. If this is not possible, the purchaser is authorised to make a deduction or to withdraw from contract according to his choice. If two attempts have not been successful, a repair and/ or replacement are considered as non-successful. Any further claims, especially reimbursement of ex-penses or claims for damages because of faults or damages due to faults or the consequences thereof are valid in the framework of the regulation mentioned in § 8 only.

4. As far as the purchaser is obliged to set us an adequate extension for the fulfilment of our performance, the extension is only considered as adequate, if it is not shorter than 20 days. We are authorised to decline the repair and/ or replacement, if it is possible with high costs only. High costs mean that the total expenses for the repair and/ or replacement are higher than 30 % of the market value of the goods sold. The further rights of the purchaser remain untouched.

5. We have to bear the expenses necessary for the purpose of the repair, especially transport costs, travelling fees, personnel costs and material costs, unless these costs are not increased, because the goods have been taken to another place than the place of fulfilment. Replaced parts will become our property.

6. If the fault cannot be detected, the purchaser has to bear the costs of the investigation.

7. Any claims for warranty against us can be made by the direct purchaser only and may not be transferred to third parties.

8. With unimportant faults the purchaser is not authorised to withdraw from contract, and he is obliged to accept the delivery.

9. Claims for reverting according to §§ 478, 479 BGB are valid only, as far as the de-mands by the consumer were justified and to a legal extent only, however not for regulations of goodwill not having been agreed with us, and are subject to the observation of own duties of the party authorised for reverting. They are especially subject to the observation of the obligations of censure. We may not be hold liable according to §§478, 479 BGB, if our customer has delivered goods to foreign countries and so has excluded the validity of the UN purchasing right.

10. If The extension for repair and/ or replacement has expired without any success, we have the right to offer the purchaser another extension of one month during which he may insist on his further rights for warranty towards us. If he does not make such a declaration within this extension, any rights for warranty will be excluded; that is valid only, if we have expressively pointed out this legal sequence expressively on setting the purchaser another extension.

§ 8 Claims for Damages

1. Unless otherwise agreed upon regarding these conditions, we are hold liable for damages because of infringement of contractual, non-contractual and legal duties and for the reimbursement of expenses without success, namely on purpose and gross negligence only. This is also valid for breaches of duty of our legal representatives and accomplices. In the case of simple negligence we are only hold liable with infringement of important contractual duties.In case of liability we will replace the damage proved of the purchaser to the extent expected by taking the following limits into consideration. We will replace the damage to the extent it was to be foreseen at the time of conclusion of contract as the consequence of infringement of duties - regarding the start of damage and the extent of damage - and which could not be avoided for the purchaser.

2. We are not to be held liable for any damages having not occurred with the object delivered itself; we especially are not to be held liable for any losses (e.g. lost profit or other damages concerning the fortune of the purchaser. The liability for damages regarding life, body or health are excluded from the limitation of liability mentioned above.

3. The limitation of liability mentioned above is also valid for any claims due to any faults that happened with the conclusion of contract, infringement of minor duties and especially for claims regarding the liability of the producer according to § 823 BGB.

4. The purchaser may claim damages to us instead of the performance in case of important infringement of duty only.

5. The prove for the cause of any advertising for the decision to buy the product has to be provided by the purchaser. If the purchaser refers to an agreement of quality due to publication or advertising made by us, the producer or his assistant, the purchaser has to prove that this comment was the main reason for his decision to buy the product.

6. Any guarantees or guarantees of features have not been made by us in any form.

7. If only a certain thing of its kind is object of the contract, even in that case our liability will be subject to the regulations mentioned before; any liability not depending on a fault is excluded.

§ 9 Reserve of Property

1. All our deliveries and performances are made subject to reserve of property, The property will only be transferred to the purchaser, after we have been satisfied with regard to any our claims resulting from the business relationship and such claims in connection with the object purchased. That concerns all claims, no matter due to which legal reason including any future claims or any other contracts having been concluded at the same time or later in the framework of the business connections. That is also valid, when payments are made for especially described claims. With current invoice the property reserved is to be understood as security for our claim for the balance.

2. The purchaser is obliged to treat the object purchased by him with care; he is especially obliged to insure the object against fire, water and theft on his own expense according to the value when new. If any maintenance and inspection works are necessary, the purchaser has to make them in time and properly at his own expense.

3. The purchaser is neither allowed to mortgage the object to be delivered (for which we have reserved our property rights, nor is he allowed to offer it as a security. In case of any mortgages, confiscation and other disposal through third parties he has to inform us on that immediately. In such a case the purchaser has to assist us in achieving our rights. Any costs for any necessary intervention will be at the expense of the purchaser. In case of non-payment, the purchaser has to show us the goods on hand.

4. 4. If the purchaser does not pay in time, we are authorised - no matter if the contract is maintained - to demand the goods back immediately, i.e. without withdrawal from the contract. The purchaser is obliged to give the goods back to us. If we want to claim for property rights that would mean the withdrawal from contract only, if we expressively declared that in written.

5. The processing or modification of the goods reserved by the purchaser is always made for us. With processing or modification of the goods reserved or any mixing, the property reserved will remain valid with regards to the processed or mixed goods. If the goods reserved are processed together with other objects not belonging to us or mixed so that a separation will no longer be possible, we will achieve the property of a new thing to the ratio of the value of invoice of the goods reserved compared to the value of invoice of the other goods used at the time of processing or mixing. The property rights having occurred this way are to be understood as goods reserved in the sense of these conditions. If our goods are combined with other movable objects to a whole thing or mixed in a way that they cannot be separated any more, and if the other thing may be considered as the main thing, the purchaser assigns the proportional property to us, as far as the main thing belongs to him. In the cases mentioned before the purchaser has already assigned his rights for property to us concerning the processed, combined or mixed goods. The handing over will be replaced by the fact that the purchaser stores the object having been processed, combined or mixed for us. For the object produced by the processing, use and mixing there are the same conditions than with the goods reserved.

6. The purchaser is authorised to process the goods reserved in the usual business pro-cedure and to sell them, unless he is late with his payments for us, has stopped payment or has applied for insolvency regarding his fortune. Already now the purchaser assigns to us any claims arising from sale towards clients or third parties, i.e. the full amount of the claims. We accept this assignment. If the purchaser sells goods reserved - after processing/ combining - together with other goods not belonging to the purchaser, he already now transfers the claims arising from the sale to us, namely to the amount of the value of the goods reserved including any secondary rights. We already accept this transfer. Even in case of the transfer the purchaser is authorised to collect this claim. However our possibility to collect the claims ourselves remains untouched thereof - however we engage ourselves not to collect the claims as long as the purchaser duly observes his duties of payment and any other duties, is not late with payment and especially has not applied for insolvency, has not stopped payment or in case there are no doubts about his ability to pay and creditworthiness. In no case the client is not authorised to transfer the claim to any third party.

7. We may insist that the purchaser informs us about the claims assigned and the corresponding debtors, that he gives us any information necessary for collection, that he gives us the necessary documents and that he informs the debtors about the assignment. Any bills of exchange eventually having been received by third parties have to be assigned to us.

8. If the value of our securities increases total claims against the customer by more than 20% we will be obliged to release the securities according to our choice on the demand of the purchaser. If we take back the goods due to mutual agreement, they will be credited to the amount of the respective time value only.

§ 10 Applicable Law, Place of Jurisdiction, Place of Fulfilment, Limitation Inhibition

1. The contract relationship is subject to the law of the Federal Republic of Germany.

2. Place of fulfilment of any obligations according to the contract with deliveries - even with deliveries free of freightage etc. - is our place of business.

3. Place of jurisdiction, even with proceedings concerning bill of exchanges and cheques will be our place of business, if the purchaser is employer or a legal person of public law. The same place of jurisdiction will be valid, if the purchaser does not have any general place of jurisdiction in the country or has transferred his place of residence to abroad after conclusion of contract. In any case we will be able to institute legal proceedings against the purchaser at his place too.

4. Not taking into consideration any further going legal regulations the inhibition of limitation will even end, if the inhibiting negotiations will not be continued regarding this matter within four weeks. A new start of the limitation of claims of the customer requires our expressive written confirmation in any case.

§ 11 Commercial Protection Rights

1. If we have to deliver according to a drawing, models, samples or by mortgaging of parts provided by the purchaser, the purchaser has to take care that there will not be any infringement of third parties' rights hereby in the country of destination of the goods. We will point out any rights known to us to the purchaser. The purchaser has to release us from claims of third parties and has to reimburse us the damage occurred. In case the production or delivery is forbidden by a third party because of a property right belonging to him, we will be authorised - without checking the legal position - to stop the works until the legal position has been clarified by the purchaser or the third party. If we cannot accept the delay and/ or continuing with the order due to this delay, we will be authorised to withdraw from contract.

2. Any drawings and samples having been handed over to us and which did not lead to an order will be sent back on request; otherwise we will be authorised to destroy them 3 months after submission of the offer. This obligation is accordingly valid for the purchaser. The person authorised to destroy the goods has to inform the partner of contract in time before he will destroy the goods.

3. We have the copyright or any other rights, especially any usufruct and exploitation rights regarding the models, shapes and devices, drafts, drawings and the object to be delivered having been produced by us or a third party having been charged with the production.

§ 12 Salvatorian Clause

If any regulation of these business conditions becomes invalid or will become invalid, the efficiency of any other regulations or agreement will remain untouched. The faulty regulation will be replaced by a valid agreement being most close to the economic purpose of the faulty regulation.