General Terms and Conditions of Purchase

(January 2003)

1.

Award of contract, divergent conditions

1.1  

These terms and conditions of purchase apply to all contracts to which the regulations governing purchase pursuant to the German Civil Code (BGB) and the German Commercial Code (HGB) apply. These terms and conditions also apply to all future orders. They shall apply alongside any special terms and conditions additionally agreed in the individual instance.

1.2

Only those orders that have been placed in writing are binding. This also applies to subsequent changes.

1.3

Our terms and conditions of purchase apply exclusively; terms and conditions worded differently - inasmuch as they are not set forth in the overall order - shall not apply - save for any possible retention of title - even if we fail to oppose these expressly. Anything to the contrary shall only apply if we expressly approve its validity in writing. Our terms and conditions of purchase also apply if we accept the delivery / service of the supplier without reservation in knowledge of any conflicting terms and conditions or of any terms and conditions deviating from our own. Neither neglected opposition nor payment or acceptance of the goods shall represent recognition of external terms and conditions of business.

 

2.

Breach of duty

 

The statutory claims regarding breach of duty shall apply insofar as nothing to the contrary or nothing supplementary is arranged hereunder:

2.1

Delay in service

 

 

2.1.1  

The agreed delivery dates should be precisely observed. The culpable non-observance of agreed delivery dates shall oblige the Vendor without further notice to effect compensation alongside performance in accordance with § 286 Para.1, in conjunction with Para. 2 (1) and (2) BGB. Further claims due to breach of duty shall remain expressly reserved.

2.1.2

The Vendor must inform us immediately, stating the reasons, if a delay in the service occurs or may occur.

 

2.2

Defective service

 

 

2.2.1  

We investigate the goods at the place of destination within the ordinary course of business. Our inward inspection is restricted to obvious defects. Notices of defect are timely if they are made within 4 working days after discovery of the defect. Payments do not signify a waiving of the right to make a complaint. We shall only accept goods which are made the subject of complaint for the account and at the risk of the Vendor and store them on his behalf.

2.2.2

With a defective service, the Vendor shall also be liable for any damages that we incur in the ordinary course of business prior to the processing of the goods due to unrecognised defects of the goods supplied. The Vendor shall exempt us in this instance from the claims for damages of third parties.

2.2.3

The Vendor shall be especially liable for violations of property rights which occur with contractual use of the object supplied.

 

2.3

Non-performance of service
The Vendor must inform us immediately, stating the reasons, if non-performance of service occurs or might occur.

2.4

Other breaches of duty
Infringements of the provisions of these terms and conditions shall represent a particular breach of duty.

 

3.

Warranty periods

3.1

The statutory warranty periods shall apply.

3.2

The warranty period shall be extended to 10 years if the Vendor has concealed a defect with intention to deceive (§ 202 BGB).

 

4.

Transport

4.1

Transport shall occur without exception at the Vendor's risk.

4.2

The costs of packaging, despatch and transport insurance shall be borne by the Vendor.

 

5.

Assignments

 

The rights and duties arising from the contract may not be assigned by a contracting party without the approval of the other party. We shall, however, be at liberty to assign them to a company affiliated to us. The Vendor will be notified thereof. In this instance the Vendor will be granted the right to withdraw from the contract.

 

6.

Retention of title

 

Since the goods we order normally pass into our products as a result of treatment or processing and any retention of title thereby expires, all deliveries to us must be free of such reservations.

 

7.

Model, drawings, printer's copy

 

Models, tools, printer's copy, drawings, etc. which we provide for the execution of an order shall remain our property and must be kept secret. They may not be entrusted to third parties, either for inspection or disposal, without our prior approval. Nor must they be used for the manufacture of third-party goods or be reproduced. They must be returned to us immediately upon completion of the order.

 

8.

Payment

 

Payment shall be made upon receipt of the proper invoice and delivery - the period shall commence with the later date in each case - within 14 days with 2% discount or within 30 days net.

 

9.

Jurisdiction, place of performance

 

The place of jurisdiction and performance for payment is Wesel. The place of performance for delivery is the aforesaid place of destination.

 

10.

Partial ineffectiveness

 

The legal ineffectiveness of individual provisions of these terms and conditions shall not affect the effectiveness of the other provisions.

 

11.

Applicable law

 

This contract is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.