GENERAL TERMS OF
PAYMENT AND DELIVERY

1.   General information

1.1 Our general terms of payment and delivery are of exclusive validity. We do not recognise any opposing terms of payment and delivery, or terms deviating from our general terms of payment and delivery – especially the validity of purchasing terms of the buyer, unless we expressly agreed to the validity of such terms in writing. Our general terms of payment and delivery also apply, if we perform delivery to the buyer without reservation in knowledge of opposing terms or terms of the buyer deviating from our general terms of payment and delivery.

1.2 Our offers are not binding; orders are only binding for us, if we confirm them or perform them by sending the goods; any verbal collateral agreements are only binding for us, if we confirm them in writing.

1.3 Industrial property rights of third parties must be observed when the delivered goods are used.

1.4 The goods are subject to technical modifications.

1.5 Samples are delivered against invoicing.

1.6 We reserve title and copyright of the documents, catalogues, pictures, price lists, and packings provided by us. Without our approval these must not be made accessible to other persons and must be immediately returned upon request.

1.7 The packing units shown in the catalogue or in the price list are minimum purchasing quantities. Orders are only possible in full packing units.

1.8 After deduction of discounts the minimum net order value must reach _ 100.--. For smaller amounts a processing fee of € 10.-- will be charged per order.

2.   Delivery

2.1 The start of the delivery time stated by us requires that all the technical questions have been clarified. Furthermore the observance of our delivery obligation presupposes that the buyer has fulfilled his obligation properly and in due time. We reserve the right to plea for non-performance of the contract. Our delivery obligation will be suspended as long as the buyer is in default with a liability.
If the buyer gets in default of acceptance, or violates other cooperation obligations, we have the right to demand compensation of the resulting damage inclusive of possible additional expenses.
We reserve any additional claims.
In case of default of acceptance of the buyer, or in case of violation of other cooperation obligations of the buyer, the risk of incidental destruction or of incidental deterioration of the object of purchase passes to the buyer at the moment he gets in default of acceptance or debtor's delay.

2.2 In case of culpable failure to keep the delivery date there will only be a default in delivery after an extended time period of at least 2 weeks has been set.

2.3 The delivery time starts when the order confirmation is sent, but not before all the documents, approvals, and declarations to be provided by the buyer have been furnished, and not before receipt of a “payment in advance“ owed by the buyer in accordance with section 5.2, or of a prepayment agreed with the buyer.

2.4 Any deviations from the delivery note (shipping note) or from the invoice must be reported to us in writing immediately after receipt of the goods, or on the following working day, at the latest.

2.5 Export deliveries will be made “FOB German port“ or “free German border“, depending on the respective special agreement.

2.6 In the absence of deviating agreements our deliveries are ex works, without packing. Starting from a net goods value of € 250.-- deliveries within the Federal Republic of Germany are free to destination and packing free.

3.   Invoicing

3.1 Invoicing is always based on the prices valid on the day of delivery. If these are higher than at the time of contract conclusion, the customer has the right to terminate the contract within 14 days after notification of the price increase, unless delivery has already been performed.

3.2 All the prices are without value-added tax.

4.   Force majeure

      Cases of force majeure, which are circumstances and incidents that cannot be prevented with the diligence of proper company management, will suspend the contract obligations of the parties for the duration of such a disturbance and to the extent of its effect. If the delays resulting therefrom exceed a period of six weeks, both contracting parties have the right to terminate the contract with respect to the affected scope of performance. There are no other claims.

5.   Payment

5.1 Our invoices are due without discount within thirty days after the invoice date and are payable net cash. If payment is made within 10 days after the invoice date, a discount of 2% from the invoice amount is permissible. All payments must be made in Euro.

5.2 Deliveries to unknown buyers will only be made against “payment in advance“ or against “cash on delivery“.

5.3 Payment by way of bill of exchange requires our approval. Bill charges and expenses, and the risk of presentation in time and of protesting is fully borne by the buyer.

5.4 If the period allowed for payment is exceeded, interests in the amount of normal banking practice debit interest, at least 5% above the base interest rate, will be charged, with the reservation of asserting further damages.

5.5 In case of default of payment and reasonable doubt in the solvency or creditworthiness of the buyer we are entitled, without prejudice to our other rights, to demand securities or prepayments for open deliveries, and to immediately call due all the claims from the business connection.

5.6 Only undisputed and legally established claims give the buyer the right of offsetting or retention.

6.   Dispatch

6.1 Loading and dispatch are performed without insurance at the risk of the recipient. Upon request of the buyer of the goods we will effect transport insurance coverage, the arising costs of which will be borne by the buyer.

6.2 With respect to the method of transport and the shipping route we will try to take into consideration any wishes and interests of the buyer; any additional costs resulting from this, even in case of agreed carriage-free delivery, will be borne by the buyer.

7.   Warranty

7.1 All the information about the suitability, workmanship, and application of our products, technical consultation, and any other information, is provided to the best of our knowledge. This does not, however, release the buyer from the duty to perform his own tests and examinations. Immediately upon receipt the buyer must examine the delivered goods for possible incorrect quantities, incorrect deliveries, and defects. Any complaints for incomplete or incorrect deliveries, or externally visible defects must be immediately
notified to us in writing. If the buyer fails to perform such examination or to notify such defects in due time, the delivered goods are considered to be approved, except if the defect was not recognisable during examination. Any hidden defects, or the absence of warranted qualities, must be notified to us in writing immediately upon their detection; otherwise the goods will be considered to be approved also with respect to these defects. The notification of defects must always be made in writing, and the respective defect must be exactly described. In all other respects, §§ 377 f HGB [German commercial code] apply correspondingly.

7.2 Warranty and damage claims expire by limitation after one year upon delivery of the goods.

7.3 With reservation as to the following regulations, we are not liable – no matter for what legal reason – for the slightly negligent violation of duties by us, our legal representatives or vicarious agents. In case of a slightly negligent violation of cardinal obligations the amount of our liability is limited to the typical foreseeable damage. We are not liable for slightly negligently caused violations of obligations, such as delay or impossibility, or for slightly negligently caused violations of protection obligations.

7.4 The above exclusions and limitations of liability do not apply to cases of fault-independent liability, especially according to the product liability law, in case of physical injuries, health damage or loss of life caused by fault.

8.   Retention of title

8.1 We reserve title to the delivered goods until receipt of all payments from the business relation with the customer. In case of contract-violating behaviour of the buyer, especially in case of default in payment, we have the right to take back the object of purchase. Our taking back of the object of purchase does not constitute a revocation of the contract, unless we expressly declared so in writing. Our seizure of the object of purchase always constitutes a revocation of the contract. After taking back the object of purchase we are entitled to its realisation, the realisation proceeds must be set off against the debts of the buyer, with an appropriate deduction for realisation costs.

8.2 The buyer is obliged to treat the object of purchase with due care, and to sufficiently insure the object of purchase at reinstatement value against damage due to fire, water, and theft.

8.3 In case of seizure or of other action taken by third parties the buyer must immediately inform us by way of a registered letter with acknowledgement of receipt, so that we can institute legal proceedings according to § 771 ZPO [German code of civil procedure]. If the third party is not able to reimburse to us our judicial and extrajudicial costs of proceedings according to § 771 ZPO, the buyer will be liable for the loss we suffered.

8.4 The buyer has the right to resell the object of purchase in the ordinary course of business. The buyer, however, already now assigns to us all the claims in the amount of the invoice (total amount including value-added tax) of our claim that arise for him against his customers or third parties from reselling, irrespective of whether the object of purchase has been resold without or after processing. The buyer is authorised to collect our claim for our account until revocation or suspension of his payments to us. This does not affect our right to collect the claim ourselves. We undertake, however, not to collect the claim, as long as the buyer meets his payment obligations from the earned proceeds, does not get into default in payment, and especially as long as no petition in bankruptcy, composition, or insolvency is filed, or as long as there is no suspension of payments. If this should happen, however, we have the right to demand that the buyer informs us about the assigned claims and their debtors, provides all the information necessary for collection, hands over the appertaining documents, and informs the debtors (third parties) about the assignment.
The buyer also does not have the right to assign the claims against third parties arising from reselling for the purpose of claim collection by way of factoring, unless this at the same time constitutes the obligation of the factor to perform consideration in the amount of our claim share directly to us as long as there still are claims of us against the buyer.

8.5 Processing and reshaping of the object of purchase by the buyer is always performed for us. If the object of purchase is processed with other objects that do not belong to us, we acquire co-ownership in the new object in the ratio of the value of the object of purchase (total invoice amount including value-added tax) to the other processed objects at the time of processing. For the object created by way of processing the same applies as for the object of purchase delivered with reservation.

8.6 If the object of purchase is inseparably mixed with other objects that do not belong to us, we acquire co-ownership in the new object in the ratio of the value of the object of purchase (total invoice amount including value-added tax) to the other mixed objects at the time of mixing. If mixing is performed in such a way that the object of the buyer must be considered as the main object, it is hereby agreed that the buyer transfers to us proportionate co-ownership. The buyer will hold the sole ownership or co-ownership created thereby in custody for us.

8.7 Upon request of the buyer we undertake to release the securities we are entitled to insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released will be our choice.

8.8 The customer is obliged to immediately inform us about any change of his place of domicile and, if there is no domicile, of his place of residence, as long as there still are open claims for delivered goods.

9.   Place of performance and jurisdiction

      The place of performance for delivery and payment is the business establishment of our company in Thyrnau near Passau. If the buyer is a general merchant, the place of jurisdiction for any disputes arising from the contractual relationship is Passau or, at our choice, his place of general jurisdiction. The same applies, if the customer does not have a place of general jurisdiction in Germany.

10. Applicable law

      The substantive law of the Federal Republic of Germany is applicable. The UN agreement concerning contracts covering the international purchase of goods is not applied.

11. Safeguarding clause

      If individual conditions of these general terms of payment and delivery should be or become ineffective, this does not affect the validity of the remaining conditions. The contracting parties have the obligation to agree upon a new condition that comes as close as possible to the purpose pursued with the void condition.