LEGAL AGREEMENTS

• 1. Our General Business Terms (abbreviation in German: AGB) shall apply exclusively. Terms and conditions of the orderer which deviate from our General Business Terms shall not apply.

• 2. Unlimited offers are without obligation. Insofar as not otherwise derived from the offer or the order confirmation the prices ex work (EXW Incoterms 2000) shall apply in case of domestic sales, free freight forwarder (FCA Incoterms 2000) in case of overseas sales. We reserve the right to adjust the price in line with occurred cost increases if there are at least four months between the conclusion of the contract and delivery as agreed or for reasons for which we are not responsible. If the increase is more than 5% then the orderer has a right to termination. Payments are, insofar as not otherwise derived from the offer or the order confirmation, to be paid net cash within 30 days after invoicing. The orderer shall only be entitled to rights to offset if its counter-claims have been determined final and binding or have been recognised.

• 3. Only separately agreed delivery deadlines are binding. The start thereof is subject to the timely self-delivered as well as the satisfaction of own secondary and payment obligations and obligations to provide assistance of the orderer. The delivery deadline shall be reasonably extended in case of decisive circumstances for which we are not responsible such as force majeure, embargos, natural disasters, fire, interferences to transport and industrial disputes.

• 4. In case of deliveries to countries of the European Union the orderer undertakes to notify us of its value added tax identification number by no later than when the orderer is placed.

• 5. We reserve the property to the object of delivery until all claims against the orderer from the business relationship including the claims incurred in future, also from simultaneously or subsequently concluded contracts, have been settled. The orderer may resell the object of delivery in proper business transactions by complying with its payment targets under the reservation of title. The orderer has to inform  us immediately in case of actual legal impairment of the reserved goods as well as that possibly incurred by attachment. The orderer shall also take all legally admissible measures in order to protect our property in case of the delivery of goods overseas. The claims incurred from the resale or any other legal grounds in view of the reserved goods are hereby now already assigned to us for security. Upon request of the orderer we are obliged to release existing collateral items at its choice insofar as their value exceeds the claims which are to be secured by more than 10 %. If the orderer does not satisfy its payment obligations in time or in case of insolvency we can request that the orderer provides all information which is necessary for collection, hands over the associated documents and informs the debtors of the assignment. In case of processing or conversion of reserved goods, also together with other objects which do not belong to us, we shall acquire the co-ownership to the new object in the amount of the invoice value of the reserved goods to the total value of the new object at the time of the processing. The same conditions shall apply to the new object produced by processing or conversion as to the reserved goods.

• 6. We reserve all copyrights to the documents handed over to the orderer, additionally all property rights to the documents which are not explicitly also sold. The documents may not be made accessible to third parties. Their contents are to be treated confidentially.

• 7. The risk shall pass to the orderer when the goods are handed over to the freight forwarder or when they are shipped, with self-collection with the direct hand over to the orderer or its authorized agent. In case of a delay for which the customer is responsible the notification that the goods are ready for shipment is sufficient for the passing of the risk.

• 8. In the event of the culpable delay in delivery however not due to wilful intent or gross negligence the orderer may request for each completed week of the delay under the exclusion of further claims for compensation for proven damages in the amount of 0.5 %, a maximum total of 5% of the value of the part of the delivery which cannot be used as per contract as a result of the delay.

• 9. Warranty shall initially be provided by subsequent improvement or replacement delivery within a reasonable deadline after request by the orderer. In case of the failure the statutory warranty rights of the cancellation of the contract and reduction shall apply. Further claims owing to defects, in particular claims for damages are excluded except in the event of the wilful intent or gross negligence. The orderer has to inspect the delivery immediately after receipt. It shall lose its warranty rights if it does not report defects of quality or complaints owing to other delivery not as per contract immediately in writing after the time in which it determined or could have determined these and gives a precise description hereof.

• 10. The statute-of-limitations for all claims of the orderer from the contract is 12 months from the passing of risk.

• 11. The law of the Federal Republic of Germany shall apply to these General Business Terms and the entire legal relationship between us and the orderer under the explicit exclusion of the UN Convention of the International Sale of Goods (CISG).

• 12. The place of performance for all main and secondary contractual duties for both parties is Rastatt. Insofar as the orderer is a full merchant, a legal entity under public law or special assets under public law, Rastatt is agreed as place of jurisdiction for all disputes arising from the contract. However, we remain entitled to file an action against the orderer at other places of jurisdiction, in particular at its place of residence or registered seat as well as at the place of the illicit act.

• 13. If one party suspends its payments or if insolvency proceedings are opened over its assets then the other party is entitled to cancel the contract for the non-satisfied part.

• 14. If individual terms and conditions contain unclear points in the opinion of the orderer then it has to inform us hereof immediately. Unclear or invalid regulations shall be replaced by the parties by such clear or valid regulations which shall correspond most with the interests of the parties. The validity of all other provisions or agreements shall remain unaffected by the unclear points or the invalidity.