1. Scope of Validity:
All sales shall be subject to the following Terms and Conditions of Sale, which shall be valid for all present and future contracts concluded between the customer and the Supplier. Any terms and conditions which deviate herefrom shall only be binding on us if confirmed by us in writing. Silence on the part of the customer shall be deemed tacit acceptance of these Terms and Conditions. Should any of the provisions set forth below be or become invalid, the other provisions shall nevertheless remain in full force and effect. Contracts concluded by our representatives shall only become effective on being confirmed in writing by us. Unless expressly accepted by us, Customer's terms and conditions shall not apply.

2. Offers:
All offers are without engagement and shall apply only for deliveries to the contractually agreed sales territory. This shall be the Federal Republic of Germany in the case of orders placed by customers within the Federal Republic of Germany. Deliveries - including also by a reseller - may be made to another territory or country of destination only with our written approval. Any violation of this provision shall render the customer liable to a contractual penalty in an amount of at least 1/3 of the value of the goods supplied to him. Particulars stated in an offer, and especially those relating to the nature and scope of the product range, colours, weights, dimensions and materials, are approximate only, and we shall have no legal obligation in respect thereof. The same shall also apply to any information provided in sample books, price lists and other brochures. We reserve the right to make changes at any time. Any samples requested will be charged for.

3. Delivery Times:
Promised delivery times or dates will be met as far as possible. They shall, however, not be legally binding. Even if an intended time or date is considerably exceeded, this shall not give the customer the right to rescind the contract or to claim damages for delay. Agreed delivery times and dates shall be deemed only approximate. In the event of occurrence of any unforeseen impediments, e.g. force majeure, disruption of business, delays in the supply to us of important raw materials, effects of labour disputes, material faults, tool or machine breakage, the delivery time shall be extended accordingly.

4. Conclusion of Sale and Purchase Contracts:
Orders shall only become binding on issue of our order confirmation. This shall also apply to sales concluded by our representatives. The reservations set forth under Figures 2 and 3 shall also apply in like manner to sale and purchase contracts. The information and illustrations contained in brochures and catalogues shall be deemed approximate as customary in the trade, except insofar as they are expressly stated by us to be binding.

5. Prices:
Prices are given without engagement and are quoted ex delivery plant or sales warehouse, exclusive of value added tax, packing (which will be invoiced at cost), freight, postage and insurance. We shall have the right to raise our prices in particular where an increase has occurred in our own costs between the time of submission of offer or conclusion of contract and the time of delivery, e.g. through an increase in the price of our pre-materials, energy costs, wages, salaries or freight costs, insofar as they are to be borne by us.

6. Packing:
A deposit will be charged for wooden crates and boxes. If the crates and boxes are returned to us free house within 4 weeks, 2/3 of the deposit will be refunded; otherwise, the deposit will be forfeit. In the case of return delivery, the waybill or consignment note markings on the crates or boxes must not be changed. Packing in cardboard boxes will be charged at cost, but will be non-returnable. Any special customer wishes in respect of packing shall require our prior consent and will be charged for additionally. As a general rule, packing and freight costs are to be borne by the customer.

7. Shipment:
The risk shall pass to the customer on the goods being handed over to the customer, forwarder or carrier, though in all cases not later than on their leaving the works. This shall apply also and in particular when we deliver carriage paid, fob or cif. Shipment will be charged on the basis of the quantities and exact weights as determined at the time of shipment. This shall also apply in the case of grouped deliveries. Customer's instructions in respect of transport will be complied with to the extent possible. Any additional costs thereby incurred by us shall be borne by the customer, and we shall not have any liability. Goods notified to the customer as being ready for shipment must be collected by the customer without delay. Otherwise we shall have the right, at our option, to ship the goods or to take them into storage for the expense and risk of the customer. In the absence of any particular agreement, we shall choose the mode and route of transport. We reserve the right at any time to make a reduction in the size of an order or to effect part-deliveries without this having any effect on the order as a whole and without it giving rise to any right on the part of the customer to claim damages.

8. Notice of Defects:
Notice of defects of any kind must be made to us in writing without delay, and at the latest within 8 days from receipt of the goods. Otherwise any claims of the customer which may arise from the notice of defects shall lapse. In the case of timely and justified notice of defect, we shall only have the duty, at our option and to the exclusion of all other claims, to replace or repair the goods complained of free of charge. In the case of deliveries of quantities of goods, we shall be given the opportunity, at short notice, to sort out the defective goods. Where acceptance inspection of the goods or initial sample scrutiny has been agreed, notice of defects which the customer could have found on careful inspection or initial sample scrutiny shall be ruled out. We shall be given the opportunity to inspect the claimed defect. Goods which are subject to complaint shall be returned to us without delay on our request; we shall thereby assume the transport costs if the notice of defects proves justified. If the customer fails to comply with this duty or makes any changes without our consent to goods for which a notice of defects has already been submitted, he shall lose all and any warranty claims.

9. Terms of Payment:
Invoices are payable net cash within 30 days from date of invoice. If payment is received by us in cash or in the form of a cheque within 14 days from date of invoice, we shall grant 2% cash discount provided the customer is not in arrears with the settlement of other payments owing to us. If we have delivered goods of which some are undisputedly defective, our customer shall nevertheless have a duty to make payment for the part of the goods which are not defective unless the part-delivery is of no interest for him. The customer may make offset only against his own counterclaims which have been finally and conclusively established at law or are undisputed. In the case of any delay in payment we shall have the right, after making written notification to the customer, to suspend fulfilment of our performance until receipt of the payments. In the case of late payment, we shall have the right, without giving notice of default, to charge interest at a rate of at least 4% above the discount rate of the German Bundesbank ruling at such time. Payment by bills of exchange shall require our prior consent. Such bills shall have a term of not more than 3 months and be made payable at a banking centre. All bill of exchange and discounting charges and expenses shall be borne by the customer and shall be payable in cash immediately after receipt of our demand. If after conclusion of a contract any considerable risk to our claim for payment as a result of a significant deterioration in the financial circumstances of the customer, we shall have the right to demand payment in advance or the provision of security within a reasonable period and to refuse to make performance until our demand has been fulfilled. In the event of refusal by the customer or a deadline is allowed to expire without due response from the customer, we shall have the right to cancel the contract or to claim damages for non-performance.

10. Reservation of Title:
The goods shall remain our property until we have received payment therefor in the full amount, but may be resold in the normal course of business. In the case of resale of our goods, the claims arising from such resale shall be deemed assigned to us even without any special agreement to that effect. Bills of exchange and cheques shall only be recognised as payment when they have been honoured. Goods supplied by us may not be pledged or assigned by way of security for as long as payment for them has not been made to us in full. In the case of cessation of payments, for whatever reason, our goods must always be separated out. We reserve all rights, including those pursuant to Arts. 47 ff. of the German Insolvency Rules (InsO). The place of performance for delivery and payment shall be Solingen. Solingen Local Court (Amtsgericht Solingen) is expressly named as the court of jurisdiction in default proceedings. Any further processing by the customer of the goods to which we reserve title (reserved goods) shall always be done on our behalf. Where the reserved goods are processed or inseparably mixed with other goods not belonging to us, we shall have co-title to the new items so arising in the same proportion as the invoice value of the reserved goods to the value of the other processed or mixed goods at the time of processing or mixing. Where our goods are combined or inseparably mixed with other movable objects to create a single item and the other item is to be seen as the main item, the customer hereby assigns us proportionate co-title thereto insofar as the main item is his property. The customer shall preserve the property or co-property on our behalf. In all other respects, the same shall apply to the item created by processing or combining or mixing as to the reserved goods.

11. Place of Performance and Legal Venue:
Unless stated otherwise in the order confirmation, our place of business shall be the place of performance. The legal venue for any disputes arising from or in connection with the contract of sale and purchase, and in particular also for default proceedings and the consequences thereof as well as legal actions on bills of exchange shall be Solingen Local Court. Also in the case of merchants not registered in the commercial register, Solingen shall be the legal venue for default proceedings. We shall also have the right to bring action against the customer at his place of domicile. The legal relationship between the parties hereto shall be governed by German law.

12. Confidentiality:
Each party hereto agrees to use all documents (which shall also include samples, models and data) as well as all knowledge or information which he may obtain through this business relationship only for the purposes as jointly pursued by the parties hereto and to apply the same diligence as he would in respect of his own documents, knowledge or information in keeping the same secret from all third parties if the other party has declared them to be confidential or has an evident interest in their being kept secret. This duty shall begin on first receipt of the documents, knowledge or information and end 36 months after the end of the business relationship. This duty shall not apply to documents, knowledge and information which are/is already in the public domain or were/was already known to the other party at the time of receipt thereof and such other party was under no obligation of secrecy in respect thereof or which are/is subsequently provided to him by a third party who is authorised to pass them/it on to him or have/has been developed by the receiving party without the utilisation of documents, knowledge or information of the other party which are/is subject to secrecy.

13. Drawings and Descriptions:
Where either party makes drawings or technical documents relating to the goods to be delivered or their production available to the other party, such drawings or documents shall nevertheless remain the property of the party making them available.

14. Samples and Means of Production:
The production costs for samples and means of production (tools, moulds, templates, etc.) shall, unless agreed otherwise, be invoiced separately from the goods to be delivered. This shall also apply to means of production which have to be replaced due to wear and tear. The costs for maintenance and proper preservation as well as the risk of damage to or destruction of the means of production shall be borne by us. If during the time of production of samples or the means of production the customer suspends or terminates the cooperation with us, all production costs incurred by us up to such time shall be borne by the customer. The means of production shall, even if already paid for by the customer, remain in our possession at least until completion of the delivery contract (at least 3 years). The customer shall thereafter have the right to demand release to him of the means of production if mutual agreement has been reached between the parties on the time of such release and the customer has met all his contractual obligations in full.
We shall have first right of refusal to purchase the respective means of production at their market value at such time. We shall preserve the means of production free of charge for three years after the last delivery to our customer. Our duty of preservation shall then end and the means of production shall become our property.