General terms of business

General terms of delivery and payment

I. General:

1. We deliver exclusively on the basis of the following terms of delivery and payment. We expressly disagree with any terms of business and purchase of the purchaser. They only constitute an obligation on our part if we expressly consent to these terms in writing.

2. Our offers are non-binding.

3. Details of our goods (technical data, dimensions, etc.) are only rough and approximate; they are not guaranteed characteristics, unless an express guarantee is provided in writing.

II. Prices and terms of payment:

1. The prices quoted by us, unless otherwise agreed in writing, are ex-delivery warehouse. The packaging and transport are calculated separately. The statutory value added tax is not included in our prices and is indicated separately in the invoice.

2. If delivery is made more than 4 months after conclusion of the agreement, we shall be entitled to increase the agreed price if the currently applicable prices of our suppliers or other costs imposed on our goods (including open charges) increase between conclusion of the agreement and delivery; at all events, the price listed in the order confirmation shall apply. We shall also be entitled to price increases before persons in the sensor of § 310 sect. 1 para. 1 of the Civil Code if delivery is made within four months following conclusion of the agreement and the costs imposed on our goods increase between conclusion of the agreement and delivery. The price increase shall become effective as soon as we have informed the purchaser thereof in writing.

3. Payment shall be made according to the order confirmation. Agreed discounts will not be granted if the purchaser is in arrears with payment of previous deliveries.

4. Rights of retention on the part of the purchaser that are based on another contractual relationship are excluded. Rights of retention on the part of the purchaser that are based on the same contractual relationship are likewise excluded, insofar as the purchaser is a person in the sense of § 310 sect.1 para. 1 of the Civil Code and the counterclaim is disputed or established as not legally valid. The purchaser is not entitled to offsetting with a counterclaim insofar as this claim is disputed or established as not legally valid.

5 If the purchaser falls completely or partially in arrears with a payment due, we shall be entitled to withdraw from the agreement following expiry without effect of an appropriate deadline period imposed on the purchaser. Our right of withdrawal shall also exist if circumstances become known that are liable to reduce the purchaser's creditworthiness. Should we withdraw, we shall be entitled to have the goods delivered by us labelled, separately warehoused and collected at the purchaser's expense. The purchaser hereby already declares to consent to the persons entrusted by us with collection being able to enter on foot and in vehicles the premises on which the goods are located for this purpose.

6. As an alternative to our rights of withdrawal according to number 5 above, we may demand security from the purchaser.

IIl. Retention of property rights:

1. The goods delivered by us shall remain our property until fulfilment of all the claims arising from the concrete order. We reserve the right of property before companies and other persons in the sense of § 310 sect. 1 para. 1 of the Civil Code until fulfilment of all claims to which we are entitled before the purchaser arising from any legal basis from the business relationship.

2. The purchaser undertakes to only dispose of the goods subject to retention of title in usual business transactions, according to the purchaser's normal terms of business and insofar as the purchaser is not in arrears of payment. The purchaser shall only be entitled to resale of the goods subject to retention of title subject to the claim arising from resale being assigned to us according to numbers 3 to 5 below. The purchaser shall not be entitled to other disposal of the goods subject to retention of title.

3. The purchaser already assigns from now on the latter's claims arising from resale of goods subject to retention of title, regardless of whether the goods subject to retention of title are sold to one or several purchasers. The purchaser shall be entitled to collect the assigned claims arising from resale until revocation by us, which is possible at any time. The purchaser shall not be entitled to assign the claim under any circumstances.

4. The purchaser shall undertake, on demand by us - insofar as we do not inform the latter's purchaser ourselves - to inform the purchaser without delay of the assignment to us, provide us proof of this notification and submit the necessary information and documents for collection of the assigned claim with this notification.

5. At the purchaser's request, we undertake to release the securities insofar as their realisable value exceeds our claim by more than 20%. We reserve the right to selection of the securities to be released.

6. The purchaser shall undertake to inform us without delay of any garnishment or other negative influence by third parties.

   If the purchaser fails to meet a payment deadline or infringes against other contractual agreements or we become aware of circumstances liable to reduce the purchaser's creditworthiness, we shall be entitled to prohibit resale of goods subject to retention of title, demand their return or granting of indirect ownership to us at the purchaser's expense or if the goods are already resold but not yet fully or partially paid for, to demand payment directly by the purchaser's buyer.

7. Processing or transformation of the goods by the purchaser is always performed on our behalf. If the goods subject to retention of title are processed or mixed with goods that are not our property, we shall acquire joint ownership of the new item as a ratio of the value of the goods subject to retention of title to the other processed objects.

IV. Delivery period:

1. We reserve the right to correct and timely own delivery. We will inform the purchaser immediately of unavailability of the delivery item and immediately render appropriate service in return in case of withdrawal. The burden of proof that we are responsible for a breach of duty in connection with obtaining supplies is the onus of the purchaser.

2. Our delivery periods are always only approximate and non-binding.

3. If we fall behind with delivery for reasons for which we are responsible and the purchaser has granted us to no avail an appropriate period of grace, the purchaser may withdraw from the agreement. Claims for damages on the part of the purchaser for breach of duty are excluded, unless we or our agents of vicarious liability have acted deliberately or with gross negligence.

4. Unforeseen events for which we are not responsible shall result in an appropriate extension of the delivery period. If we are still unable to deliver after appropriate extension, both the purchaser and we shall be entitled to withdraw from the agreement. Claims for damages on the part of the purchaser are excluded. Should we withdraw, we shall immediately reimburse to the purchaser all payments already made.

V. Shipping and transfer of risk:

1. The purchaser must examine the goods immediately following reception. Apparent defects are to be reported to us in writing within one week following reception of the goods. If this is not performed, the goods shall be considered approved. This regulation shall only apply before consumers insofar as obvious defects are involved. Liability for defects on our part is excluded as soon as the purchaser processes or has processed the goods.

2. Insofar as we have claims against our suppliers, our liability applies through assignment of these claims to the purchaser, who hereby already accepts this assignment for this case. A claim on the part of the purchaser for reimbursement of costs arising within the context of assertion of claims against a supplier is likewise excluded, if any cost-incurring measures, particularly institution of legal action, are not previously discussed and agreed with us.

3. If a claim against the supplier cannot be considered, or if the supplier refuses to accept liability before the purchaser, our liability shall be limited to supplementary performance, i.e. replacement delivery or reworking at our option. The purchaser must surrender the defective goods to us. If supplementary performance has failed, or if we are not capable thereof, the purchaser shall be entitled to withdraw from the agreement or reduce the purchase price.

4. All the above limitations of liability only apply to purchase of consumer goods.

5. Our liability period of defects shall be two years as and from delivery of the goods; if the purchaser is a company or another person in the sense of § 310 sect. 1 para. 1 of the Civil Code, the limitation period shall be one year.

6. Further claims on the part of the purchaser other than those mentioned above, regardless of their legal grounds, are excluded. We cannot therefore accept liability for damage that has not occurred to the goods themselves and for other financial losses to the purchaser. The above exclusion of liability does not apply to personal injury; it does not apply to other damages insofar as the cause of the damage is based on deliberate action or gross negligence; finally, it shall not apply insofar as a case of damages results from the absence of a characteristic that we have guaranteed.

VlI. Place of performance, place of jurisdiction:
The place of performance for both parts of the agreement shall be Oettingen. The place of jurisdiction - including in the exchange and cheque process - shall be Nördlingen or Augsburg if our contractual partner is a businessman.

VIll. Final comments:

1. Exclusively German Law shall apply even for deliveries abroad. Application of UN purchasing law is excluded.

2. Should these provisions prove partially legally invalid or incomplete, the validity of the remaining provisions shall remain unaffected.

Delivery programme

References

... Competence in stainless steel