General Terms and Conditions

1. general, validity

(1) These General Terms and Conditions (GTC) apply to all our business relationships with our customers (hereinafter: "Buyer"). The GTC shall only apply if the Buyer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also referred to as "Goods"), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 651 BGB). The GTC shall also apply in their respective version as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same buyer, without us having to refer to them again in each individual case.

(3) Our General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer's General Terms and Conditions. Individual agreements made with the Buyer in individual cases shall in any case take precedence over these GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements.

(4) Legally relevant declarations and notifications to be made to us by the Buyer after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing to be effective.

(5) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

2 Conclusion of contract, offers, assembly

(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve ownership rights and copyrights. The order of the goods by the Buyer shall be deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within four weeks of its receipt by us. Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

(2) Should the buyer wish to have the goods installed, we shall act exclusively as an intermediary.

3. delivery period and delay in delivery

(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Buyer of this immediately and at the same time inform the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the Buyer. A case of non-availability of the service in this sense is in particular the failure of our supplier to deliver to us on time if we have concluded a congruent hedging transaction. Our statutory rights of withdrawal and termination as well as the statutory provisions on the performance of the contract in the event of an exclusion of the obligation to perform remain unaffected. The Buyer's rights of withdrawal and termination pursuant to Section 8 of these GTC shall also remain unaffected.

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the Buyer is required. If we are in default of delivery, the Buyer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has not suffered any damage at all or only significantly less damage than the above lump sum.

4. delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be ex warehouse, which is also the place of performance. At the Buyer's request and expense, the goods shall be shipped to another destination (sale to destination). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment . If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(2) If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we charge a flat-rate compensation per calendar day amounting to 0.5% of the net price (delivery value), but in total not more than 5% of the delivery value of the goods accepted late, starting with the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for dispatch.

Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The Buyer shall be entitled to prove that we have incurred no loss at all or only a significantly lower loss than the above lump sum.

5 Prices and terms of payment

(1) Unless otherwise agreed, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus VAT.

(2) Any customs duties, fees, taxes and other public charges shall be borne by the Buyer. We do not take back transport packaging and all other packaging in accordance with the Packaging Ordinance; it becomes the property of the Buyer.

(3) Unless otherwise agreed, the purchase price is due for payment in advance immediately upon conclusion of the contract. If advance payment or a down payment has been agreed, the delivery period shall not commence until the money has been credited to our account.

(4) If a term of payment has been agreed, the purchase price shall bear interest at a rate of eight percentage points above the base interest rate during the period of default. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) remains unaffected. The Buyer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, Clause 7 (4) shall remain unaffected.

6. reservation of title

(1) We reserve title to the goods sold until full payment of all our current and future claims arising from the business relationship (secured claims).

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The buyer must inform us immediately in writing if and insofar as third parties have access to the goods belonging to us. The retention of title shall remain in force even if individual claims of ours are included in a current account and the balance is drawn and recognized.

(3) If the Buyer acts in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) The Buyer shall store the reserved goods for us free of charge and insure them against the usual risks to the customary extent. The Buyer hereby assigns to us its claims for compensation to which it is entitled against insurance companies or parties liable for compensation arising from damage of the above-mentioned type in the amount of the invoice value, which we hereby accept.

(5) The Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business, but only in compliance with the following provisions:

(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 shall also apply in consideration of the assigned claims.

(c) The Buyer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer meets his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

(d) If the realizable value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the buyer's request.

7. claims for defects of the buyer

(1) The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title, unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB) shall remain unaffected.

(2) The Buyer's claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If a defect is discovered during the inspection or later, we must be notified immediately in writing. The notification shall be deemed immediate if it is made within two weeks, whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the Buyer must notify us in writing of obvious defects (including incorrect and short deliveries) within two weeks of delivery, whereby the timely dispatch of the notification shall also be sufficient to meet the deadline. If the Buyer fails to properly inspect the goods and/or report defects, our liability for the defect not reported shall be excluded.

(3) If the delivered item is defective, the Buyer may initially demand, at our discretion, either rectification of the defect (repair) or delivery of a defect-free item (replacement delivery) as subsequent performance.

(4) We are entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

(5) The Buyer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions. We shall bear the expenses necessary for the purpose of inspection and subsequent performance if a defect actually exists. If, however, the Buyer's request to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the Buyer.

(6) If the subsequent performance has failed or if a reasonable deadline to be set by the buyer for the subsequent performance has expired without success or is dispensable according to the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

(7) Claims of the Buyer for damages or compensation for futile expenses shall only exist in accordance with Clause 8 and are otherwise excluded.

8 Other liability

(1) Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) We shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable

a) for damages resulting from injury to life, body or health,

b) for damages resulting from the breach of an essential contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage. The limitations of liability resulting from this clause shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the buyer under the Product Liability Act.

9. statute of limitations

Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. This does not affect the special statutory provisions for claims for restitution in rem by third parties (§ 438 Para. 1 No. 1 BGB), in the event of fraudulent intent on the part of the seller (§ 438 Para. 3 BGB) and for claims in supplier recourse in the event of final delivery to a consumer (§ 479 BGB). The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the buyer based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The limitation periods of the Product Liability Act remain unaffected in any case. Otherwise, the statutory limitation periods shall apply exclusively to the Buyer's claims for damages pursuant to Section 8.

10 Choice of law and place of jurisdiction

These GTC and all legal relationships between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. However, the conditions and effects of the retention of title pursuant to Clause 6 are subject to the law of the respective location of the item, insofar as the choice of law made in favor of German law is inadmissible or ineffective. The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Hamburg. However, we are also entitled to bring an action at the buyer's general place of jurisdiction.

Bendestorf, January 2010