General Business Terms

I. Quote and Contract Conclusion
1. The business terms defined below apply exclusively to all quotes and orders.
2. Our quotes are non-binding. A contract is not concluded until we confirm the order, provided no written contract was concluded otherwise or the order was carried out without confirmation.

II. Scope of Performance
1. The scope of performance is defined in our written order confirmation.
2. Our order confirmation is irrevocably acknowledged if not contested by the customer within 8 days of the confirmation date.
3. Samples that form the basis of an order or that are used for submitting a quote are non-binding and must not be returned unless they have been expressly designated as binding.
4. We are entitled to make partial deliveries; the invoices issued for these deliveries are payable independently of the total delivery.

III. Prices and Payment Terms
1. Prices are ex delivering plant unless agreed expressly as free buyerís address. The respective price in effect on the delivery date will be billed. Value-added tax will be added to the price.
2. Unless otherwise agreed, our invoice is payable as follows: Payment must be made on the day/date agreed and confirmed in our order confirmation, for foreign goods on or before the 5th day after receipt of the goods, net. If payment is not made as agreed, 16% interest on arrears will be charged beginning on the maturity date. Further deliveries will then be made only if paid in advance. Payment by bill of exchange will not be accepted or must be specified in an additional written agreement.
3. For late payments, interest will be charged at a rate of 4% above the discount rate of the Deutsche Bundesbank.
4. If the payment terms are not fulfilled or if circumstances become known to us after contract conclusion that adversely affect the credit rating of the purchaser, all outstanding amounts due ñ irrespective of the term of any accepted bills of exchange ñ will become due immediately after a reminder notice. This rule applies in particular if an arrest warrant is issued against the contractual partner, a statutory declaration has been made, or bankruptcy/insolvency proceedings have been initiated. In this care we shall be entitled to require payment in advance or the provision of security for any pending deliveries or services or to withdraw from the contract after a reasonable grace period or to claim damages for non-fulfillment of the contract.
5. The offset of potential counterclaims disputed by us and not legally established shall not be permitted. The right to withhold is excluded.

IV. Delivery Time
In case of unforeseen hindrances that are outside our sphere of control, for which our suppliers are responsible, the delivery time shall be extended accordingly.

V. Transfer of Risk and Acceptance of the Goods
The risk transfers to the customer upon transfer of the goods to an expediter, freight carrier, or receiving agent, but no later than upon leaving our manufacturing plant, even if our conveyances are used for the transport. Our liability shall be limited to intent and gross negligence.

VI. Retention of Title
1. The goods shall remain our property until cash payment of all claims that exist or that will arise from the business relationship with the purchaser. In case of a running invoice, the reserved property shall serve as security for our remaining claim. Machining or processing of the goods under retention shall be carried out on our order and free of charge as well as without obligation for us such that we are to be seen as manufacturer pursuant to § 950 BGB (German Civil Code); i.e. at any time and degree of processing retain the ownership of the products. In case the purchaser processes the goods together with other goods that are not our property, we shall be entitled to ownership of the new item proportionately in the same relationship as that between the invoice value of the goods under retention and the value of other processed goods at the time of processing. The new item produced by the processing shall be treated the same as the goods under retention ñ the new item will be considered goods under retention within the context of these conditions.
2. Delivered goods must be stored separately from other goods until processing. The goods must be identified as commissioned goods.
3. Claims of the purchaser arising from resale of the goods under retention shall be assigned in advance hereby as security for our total claims from the business relationship, regardless of whether the goods are sold to one or multiple buyers.
4. The purchaser shall be entitled and empowered to resell the goods under retention on the basis of a purchasing, plant, plant supply, or similar agreement only if the claim from the resale transfers to the seller. The purchaser shall not be entitled to other disposition of the goods under retention. On request of the seller the purchaser shall be obligated to disclose the assignment to the third ordering party for payment to the seller.
5. If the value of the securities held by us exceeds the claims against the purchaser by more than 20%, we shall be obligated to release securities of our choosing on request of the purchaser or a third party affected by the excess security of the purchaser.
6. The purchaser shall not be permitted to assign the delivered goods or to pledge them as security. In the event of assignment, seizure, or other disposition by third parties, we must be notified immediately.
7. In case of breach of contract by the purchaser, in particular in case of payment arrears, we shall be entitled to repossession of the goods under retention after a reminder notice. The purchaser must pay the cost of the repossession. Enforcement of our right of title does not constitute a withdrawal from the contract.
8. The purchaser shall bear the risk of the goods delivered by us under retention of title. Purchaser shall be obligated to store the goods appropriately and carefully and to protect them adequately against loss (theft, fire, etc.). Purchaser hereby assigns to us the claim against the insurance in the case of damage in a first-priority partial amount corresponding to the purchase price of the goods delivered by us under retention of title. This rule applies also if the insurance does not cover the full amount of the damages, so that in such a case we will not be given only partial compensation.

VII. Liability for Defects and Delivery
1. The delivery must be inspected immediately after arrival at the destination and treated with due diligence. Failure to perform this inspection shall invalidate any and all warranty obligations on our part. Our manufacturing plants are responsible exclusively for any returns with respect to the delivered goods (quality and characteristics). Any faults or defects in the goods must be reported in writing within three working days.
2. Hidden defects that cannot be identified in the immediate inspection can be asserted against us only if written we receive notice of defect by us within 3 months after shipment of the delivery.
3. The material must be inspected in every case prior to further processing or forwarding. We will not be responsible for any defects or damage found after the start of subsequent processing.
4. In case of justified complaints, we will accept the returned goods, provided they are still in delivery condition, and replace them free of charge with defect-free goods. Instead of replacing the goods, we shall also be entitled at our discretion to reimburse the purchase price to the customer in proportion to the defective portion of the material. Replacement goods and the remedy will be warranted for the same amount of time as the original delivered items.
5. Further claims ñ to the extent legally permissible ñ shall be excluded; this applies in particular for contractual and non-contractual claims for damages that do not occur on the delivered items themselves. No liability for any consequential damages will be assumed.

VIII. Customer Right of Withdrawal
1. The customer shall be entitled to withdraw from the contract in case of impossibility of performance or our incapacity.
2. If the customer claims impossibility of performance, an opportunity for review and remedy must be provided. If remedy is possible, two attempts shall be agreed. The customer shall be entitled to withdraw from the contract only after said attempts.
3. If the impossibility of performance occurs due to delayed acceptance by the customer, the customer shall remain obligated to service in return.

IX. Packaging
Unless otherwise agreed, packaging materials will be charged at cost and will not be accepted if returned.

X. General Provisions
1. If one provision of these terms and additional agreements concluded is or becomes invalid, the remaining provisions of the contract shall remain unaffected thereby.
2. The contractual parties shall be obligated to replace the invalid provision with another provision that corresponds as closely as possible in economic intent to the original invalid provision.
3. German law shall apply exclusively otherwise agreed. For contracts with merchants the place of fulfillment and jurisdiction also for actions and official documents, bills of exchange and check processes shall be the district/county court of Paderborn.