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| July 2007 |
| I. General conditions |
| 1. These Standard Terms and Conditions of Sale, Delivery and Payments apply exclusively. Any contrary terms and conditions of business are hereby rejected. |
| 2. The following Standard Terms and Conditions of Sale, Delivery and Payments apply to all orders, deliveries and any other services. They also apply to all future contracts with the buyer and also to deliveries and any other services to be performed for the buyer in the future. |
| 3.. All offers/quotations shall be subject to change without notice. Documents forming part of an of-fer/quotation, e.g. illustrations, drawings, weights and measurement details, shall only be regarded as approximate unless they are specifically referred to as binding. The Supplier shall reserve the property and copyright to cost estimates/quotations, drawings and any other documents; they may not be made accessible to third parties. Plans designated by the buyer as confidential shall only be made accessi-ble to third parties by the Supplier with the consent of the buyer. |
| II. Offer/Quotation |
| 1. Unless specifically agreed otherwise, the prices stated in the price lists on the date of receipt of the order shall apply ex works in EURO per item or in accordance with the designated quantity unit, in-cluding loading in the respective works but excluding packaging. Value-added tax at the statutory rate shall be charged on the prices in addition. |
| 2. Unless agreed otherwise, the relevant payment terms and conditions shall be as follows: payment within 10 days of the invoice date with 2% cash discount or net within 30 days of the invoice date. |
| 3. The retention of payments or offsetting of counterclaims rejected by the Supplier shall not be permit-ted. |
| III. Delivery Period |
| 1. The delivery period shall commence when the order acknowledgement is despatched, but not before the provision of documents, permits and approvals to be obtained by the buyer, and not before receipt of the agreed down-payment. |
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| 3. The delivery period shall be deemed to have been upheld if the delivered goods leave the Supplier’s works prior to the expiry of the delivery period or if despatch readiness has been notified. |
| 4. . If the buyer sustains damages on account of a delay attributable to blame or negligence on the part of the Supplier, he/it shall be entitled to demand delay compensation to the exclusion of other claims. Such compensation shall amount to 0.5% in total for each week of delay but with a maximum of 5% of the value of that part of the whole delivery which cannot be used by the buyer on time on account of the delay or cannot be used in accordance with the contract. |
| 5. The delivery period shall be reasonably extended in the event of measures brought about by labour disputes, especially strikes and lockouts, and also in the event of unforeseeable hindrances outside the control of the Supplier if such hindrances demonstrably have a major effect on the production or delivery of the goods in question. This shall also apply if such circumstances also occur at sub-contractors of the Supplier. The aforesaid circumstances shall not be deemed to be attributable to the Supplier if they occur during an existing period of delay. The commencement and termination of such hindrances shall be notified by the Supplier to the buyer as soon as possible in important cases. |
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| 7. If despatch is delayed at the request of the buyer, he/it shall be charged with the storage costs in-curred, but in the event of storage in the Supplier’s works, at least 0.5% of the invoice amount for each month commencing one month after notification of readiness to despatch. The Supplier shall, how-ever, be entitled to dispose of the goods in question after having set a reasonable period of grace without response on the part of the buyer and may supply the buyer with an appropriately prolonged delivery period. |
| IV. Tansfer of Risk and Acceptance of Deliveries |
| 1. Risk shall pass to the buyer at the latest upon shipment of the delivery components, even if part-deliveries are made or if the Supplier has assumed other performances, e.g. shipping costs, carriage and assembly. The shipment shall, at the request of the buyer, be insured at his/its cost against theft, breakage, transport, fire and water damages and shall be insured by the Supplier for any other insur-able risks. |
| 2. . If despatch is delayed for reasons attributable to the buyer, the risk shall pass to the buyer from the date of despatch readiness; however, the Supplier shall be obliged to effect the necessary insurances at the request and cost of the buyer and as required by the buyer. |
| 3. Part-deliveries shall be allowed. |
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| The supplie shall be liable as follows for defective deliveries, including the absence of warranted qualities, to the exclusion of additional claims notwithstanding Section VII: |
| Liability for Defective Deliveries |
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| IX. Use of Software |
| For any software that might be included in the delivery, the ordering customer is entitled to the non-exclusive right to use the software delivered and its documentation. It is placed at the ordering customer’s disposal for use with the designated goods delivered. It is not permitted to use the software on more than one system. The ordering customer shall copy, modify and translate the software only to the extent permitted by law (§§ 69 a et seq. of the German copyright Act UrhG). The ordering customer commits to not removing any manufacturer’s data – in particular copyright signs – or modifying them without explicit prior permission by the supplier. All other rights to the software and the documentation including all copies remain with the supplier and/or the software supplier. Sublicences must not be granted. |
| X. Applicable Law, Place of Performance and Legal Venue |
| 1. The contractual relationships shall be governed exclusively by the laws of the Federal Republic of Germany. The application of international laws on the sale and purchase of goods shall be excluded. |
| 2. The place of performance for all rights and liabilities arising from the contractual relationship shall be Neuhausen o.E. |
