1. Offer and contract conclusion
Our offers are subject to change without notice, unless something otherwise is explicitly indicated. A purchase contract is first established through our confirmation of order, with inclusion of these general sales and supply conditions. These conditions are recognized with award of contract. Any non-conforming conditions of the customer are herewith explicitly rejected. The implementation of an order issued to us cannot be regarded as an agreement with the general terms and conditions of the customer. The vendor reserves the right to accept or reject orders.

2. Prices, scope of delivery and delivery time
The prices apply ex-manufacturing works. The specification of delivery schedules is implemented non-binding, as long as the vendor has not confirmed them explicitly in writing. The vendor is obliged to compliance with delivery deadlines and delivery schedules only in case of proper contract fulfillment by the customer.

3. Dispatch and passage of risk
The dispatch is implemented at the expense and risk of the customer. The risk of loss, accidental breakage, destruction or damage to the goods passes to the customer with the communication of the appropriation of the goods for collection. This applies also in the case where the vendor has accepted the transportation costs. The customer is obliged to check the goods immediately on receipt and, in case of suspicion of a damage incurred during transit, to issue a written notice of damage within 3 days. This applies also in the case where the goods have been supplied, at the request of the customer, to a location other than his headquarters. Partial deliveries are permissible.

4. Conditions of payment
Provided that nothing other has been arranged, bills of the vendor are due immediately on delivery without any reductions. In case of exceeding the notice period for payment the vendor is entitled to calculate reminder charges and interest on arrears from the due date of payment in the amount of the respective bank interest and to withhold further deliveries until complete payment has been received or to resign from the contract and to demand from the customer reimbursement of the resulting damage. The withholding of payments or set-off, based on possible counter-claims, is permissible only in the case where counter-claims of the customer have been recognized or determined as legally binding.

5. Reservation of ownership
The vendor retains ownership of the goods until all accounts receivable of the vendor with respect to the customer, arising from the business relationship, including also the accounts receivable arising in future from simultaneously concluded or later concluded contracts, are paid. This applies also in the case where individual accounts receivable or all accounts receivable of the vendor were included in a current bill and the balance drawn and recognized.

The assertion of our reservation of ownership rights is not to be taken as a retirement from the contract. Rather our rights remain, as well as the claim to delivery of our property from the purchase contract, in particular with regard to reimbursement of damage and loss of profit. If the customer is in delay with regard to his obligation to make payment to us or if he violates the obligations resulting from the arranged reservation of ownership, then the entire remaining debt becomes due immediately. In these cases we are authorized to demand the handover of the goods and to fetch these from the customer. The customer does not have any right of possession.

The customer is revocably entitled to the further sale of the goods subject to reservation of ownership in proper transaction within the framework of a proper business establishment. In this case, the customer transfers all accounts receivable arising for him from the further sale, along with secondary rights. If goods subject to reservation of ownership are sold by the customer after processing/connection with goods not belonging to the vendor, the customer then transfers the accounts receivable arising from the further sale in the amount of the value of the goods subject to reservation of ownership, with all secondary rights and with priority before others. The vendor accepts the assignment. The customer is also authorized to the redemption of these accounts receivable after assignment. The authority of the vendor to lay claim to the accounts receivable remains unchanged by this; however the vendor is obliged not to lay claim to the accounts receivable for as long as the customer meets his payment obligations and other obligations properly. The vendor can demand that the customer notifies him of the transferred accounts receivable and their debtors, that he provides all information necessary for the collection, that he hands over the relevant documents and that he informs the debtors of the assignment.

The customer carries out for the vendor a possible preparation or processing of the goods subject to reservation of ownership, without obligations arising from that for the vendor. In case of processing, connection, mixing or intermingling of the goods subject to reservation of ownership with other goods not belonging to the vendor, the vendor is entitled to the joint ownership of the part resulting in this case in the new object in the relationship of the value of the goods subject to reservation of ownership at the time of the processing, connection, mixing or intermingling. If the customer acquires sole ownership of the new object, the contract partners agree that the customer grants the vendor co-ownership in the relationship to the value of the processed and/or connected, mixed or intermingled goods
Subject to reservation of ownership in the new object and guarantees this for the vendor free of charge. The transferred accounts receivable serve in every case for the protection of all our claims in accordance with Clause 1.

If a change-related liability of the vendor is established in connection with the payment of the purchase price through the customer, the reservation of ownership, as well as the claim underlying this arising from goods delivery, is not cancelled until the encashment of the change through the customer as drawee. If the value of the existing securities exceeds the accounts receivable to be secured by more than 20%, the vendor is obliged, on request by the customer, to the corresponding approval of securities in this respect. The customer is not authorized to dispositions other than the above-mentioned concerning the goods subject to reservation of ownership, in particular to pledges or security assignments. He has to inform us immediately of every impairment of the rights to the objects which are our property.

6. Warranty
The seller guarantees that the product is free from material and manufacturing defects for a period of 12 months on transfer of the risk. The warranty expires if the object of purchase is handled improperly, is altered or repaired or is not used or serviced in accordance with the instructions of the manufacturer. Possible defects must be notified immediately, at the latest within one week after they had been identified. The seller's liability from the above warranty is limited to the replacement of the parts of the delivery items which are found to be defective within the warranty period. The seller shall decide whether the subsequent performance will be by means of rectifying the defect or delivery of a defect-free item. The buyer must give the seller the necessary time and opportunity for the rectification of defects. Delivery items or parts of them which are repaired or replaced, shall only be covered by the above warranty during the remaining term of the warranty.

The buyer must pack delivery items it returns to the seller in the original packaging or in an equivalent substitute. Failure to comply with this condition exempts the seller from the obligation to provide the warranty. If the seller does not rectify a duly notified defect by means of remedying the defect or delivery of a defect-free part within an appropriate period, the buyer can set the seller a period of grace of one month in writing; if this period expires without results the buyer can reduce the purchase price or rescind the contract because of the defective item of delivery. The item of delivery in the meaning of this condition is not the entire delivery but only the individual, defective item. With respect to items of delivery which the seller has purchased from suppliers and sold unmodified to the buyer, the seller's warranty is limited in the first place to the assignment of the claims which the seller is entitled to against the suppliers of the delivery items.

First the buyer must assert claims based on defects against the supplier of the item of delivery out of court or, if necessary, in court. Only then, if the supplier's obligation, which is agreed or established by legal process, is not discharged for the buyer and this is not the result of negligence, the buyer can assert claims based on defects against the seller.

7. Claims for damages
The buyer's claims for damages are prohibited for pre-contractual and contractual claims and for claims in tort, in so far as these claims are not based on the grossly negligent infringement of an obligation of a legal representative or vicarious agent of the seller. The above exclusion of liability shall not apply to damages based on injury to life, physical injury or injury to health caused by the seller's negligent infringement of an obligation or intentional or negligent infringement of an obligation on the part of a legal representative or vicarious agent of the seller. The regulations of the Product Liability Act shall remain unaffected.

8. Export permit
If the customer intends to export goods supplied from the vendor, then, with the implementation, the customer has to follow the applicable legal stipulations of the Federal Republic of Germany and the country of manufacture.

9. Insolvency of the customer
Regardless of other claims or rights, the vendor can quit the contractual relationship without notice if the customer does not comply with his obligations to pay within the time stipulated or if he violates another significant contractual obligation, if he ceases doing business or if the opening of bankruptcy or court composition proceedings are set in motion on application by a third party.

10. Concluding stipulations
Place of performance for all mutual obligations is Kirchheim unter Teck. The place of jurisdiction is the court responsible for Kirchheim unter Teck. Extensions and secondary agreements to these conditions require the written form. Should individual stipulations of these conditions be ineffective or so become, the validity of the remaining specifications and other agreements remains unchanged by this. In this case, both parties will arrange changed conditions, whose economic effect comes closest to the one intended in these stipulations. (07, 2007)