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General Conditions of Delivery and Payment 

 I.   (1) Unless otherwise agreed upon and confirmed in writing, the following general terms and conditions shall be applicable for deliveries of the Supplier.

      (2) By placement of the order, the Purchaser recognizes the exclusive validity of these General Conditions for the present as well as for future orders and deliveries, and he relinquishes the right to maintain any purchasing conditions that may be printed on his order sheets or on other documents, or which he may have communicated in any other form.

 II.   (1) Orders shall not be deemed accepted unless acknowledged in writing by the Supplier, and the scope of delivery shall be governed solely and exclusively by the acknowledgement. Additional oral agreements, modifications and supplementations shall be valid only if confirmed in writing.

       (2) No data, documents and information furnished by the Supplier shall be made accessible to third parties without the consent of the Supplier. The Supplier shall retain proprietary rights and copyrights to all and any plans, drawings or documents which may be used to produce the goods delivered or any part thereof.

 III.  (1) Title to the goods delivered shall vest in the Supplier until the Purchaser has made all payments due under the terms of the contract, provided the laws of the country of location of the goods recognize such reservation of proprietary rights. If they do not but provide other rights, the Supplier shall be entitled to claim such other rights and the Purchaser shall be obligated to support any and all efforts of the Supplier which are directed at protecting its proprietary or other rights to the goods delivered.

       (2) The Purchaser shall be obliged to store, separately and suitable, and to insure adequately, the goods owned by the Supplier. They shall not be sold except in the normal course of business, nor shall they be pledged or given as security. The Purchaser shall immediately notify the Supplier of any interventions of the third parties (attachment etc.)

       (3) No payments shall be withheld or set off against counterclaims.

 IV.  (1) Sales to other areas and re- export to other countries outside the European Union (EU) shall be inadmissible unless otherwise agreed upon in writing. The Purchaser shall ensure that this customers undertake the same obligation. In the event of violations of this clause he shall be liable for any damage suffered by the Supplier.

V.    (1) Offers submitted shall not be considered binding, and the Supplier reserves the right of prior sale of the goods.

       (2) Unless agreed upon in writing, delivery times and dates shall not be binding. Compliance with the agreed delivery times and dates shall be contingent on the clarification of technical and commercial conditions.

       (3) Delivery times shall be adequately extended and the agreed delivery dates correspondingly postponed whenever a delay is due to the delayed receipt of clearances required or of documents to be furnished by the Purchaser, or to strikes, lockouts a the own or at supplier plants, mobilization, war, confiscation, and embargo, or to other similar or dissimilar causes beyond the control of the Supplier.

       (4) In the event of delays in delivery arising out of causes other than under (3), the Supplier is responsible for, the Purchaser shall be entitled, under exclusion of all other rights and after expiration of a reasonable period of grace to be granted to withdraw from the contract with regard to the delayed part of the delivery. The Purchaser shall under all circumstances notify the Supplier in writing of the period of grace and of his intent to withdraw from the contract.

VI.  (1) Prices quoted are valid in EURO, without deductions including normal packing in cartons.

       (2) Special packing such as extra- strong cartons, seaworthy boxes etc. shall be agreed upon in advance and the additional cost shall be borne by the Purchaser. In the event special shipping in requested, such as express freight, special delivery shipment by mail etc., the additional cost shall likewise be charged to the Purchaser.

       (3) Upon placement of the order, the Purchaser shall open a confirmed, irrevocable and divisible Letter of Credit, in the amount of the order value, at the disposal of the Supplier, Payment will be effected upon presentation of the invoice or partial invoice and the shipping document. The Supplier shall not be obligated to make deliveries before the Letter of Credit has been duly opened. No agreements on a different payment procedure shall be valid unless confirmed in writing by the Supplier. Bills of exchange shall be accepted only after special agreement, as promissory notes and not as payment, and all expenses therefore incurred shall be borne by the Purchaser.

       (4) Deliveries to exporters in the Federal Republic of Germany to whom (3) does not apply, shall be paid in advance.

       (5) If payment fails to arrive in time at the Supplier, the Purchaser shall be charged, from the date of due payment and without prejudice to any other right the Supplier may have, such interest and expenses as are customary in the banking establishment listed overleaf.

       (6) In the event of delayed payment or late or improper opening of the Letter of Credit, the Supplier shall grant the Purchaser a period of grace, and upon expiration of this period shall be entitled, without becoming liable for damage, to cancel the contract with respect to the deliveries no yet made, and to claim damages. The Purchaser shall not have the right to set counterclaims. To the extent he has made advance payments, these may be set off.

VII.  (1) The Supplier reserves the right to make changes in the electrical and mechanical design of the goods without special notification of the Purchaser, provided the value of the goods sold is not reduced by these changes.

       (2) The goods delivered shall not be reproduced, modified or changed in any manner without consent of the Supplier. Any damage suffered by the Supplier as a result of violation of this clause shall be borne by the Purchaser

VIII. (1) Defects immediately recognizable and due to faulty workmanship or materials shall be reported to the Supplier within two weeks after receipt of the goods, any defect detected later shall be reported immediately.

       (2) With the export prices offered by the Supplier any warranty is excluded, only in case of proven series defects due to faulty workmanship or materials the Supplier shall replace the defective parts. The Purchaser shall not be entitled to claim rescission of contract or diminution of price. The period of warranty shall be six months beginning with the date of despatch by the Shipping Department of the Supplier.

IX.  (1) The Supplier shall be liable for damage suffered by the Purchaser only to the extent as specified in these General Conditions.

      (2) The liability for any other damage shall be limited to the amount of coverage the Supplier receives from insurance.

X.   (1) For any dispute arising under the contract also with respect to document and bill of exchange claims the court at the domicile of the Supplier shall be exclusively competent. The Supplier, however, shall have the right to file suit at the court of the Purchaser´s domicile.

XI.  (1) The contract shall be governed by German Law.