1.0

Offer and conclusion of contract

1.1

The Terms and Conditions mentioned below are in particular applicable to all offers and sales of machines, systems, spare parts, tools, devices and installation work of all type. They shall also be applicable to all subsequent orders. Customer's Terms and Conditions shall not be binding even if Supplier fails to expressly object to them again. The contract shall not come into existence until the written order confirmation of the Supplier even if the order was placed with a branch or an agent.

1.2

Information on dimensions, weights, powers, operating costs and other technical information as well as figures, descriptions and drawings to the contract and its purpose are only of approximate relevance unless they are identified as binding; it is not an assurance of properties.

1.3

Supplier reserves the right of ownership and the copyright to cost estimates, designs, drawings and other documents which may not be disclosed to third parties without Supplier's consent.

1.4

If delivery items are delivered on the basis of drawings, models, samples or other documents provided by Customer, Customer shall ensure that the protection rights of third parties are not violated and shall make sure that Supplier is idemnified against the claims of third parties in connection with that.

1.5

Materials provided by Customer for the execution of the order must be delivered free, in time and with a proper and agreed quality to the factory as specified by Supplier with the agreed or otherwise reasonable extra quantity for possible waste. If not, Supplier shall have the right to bill the costs generated by that and to refuse, interrupt or reasonably extend production.

1.6

Supplier reserves the right to design and shape modifications as well as deviations from samples and previous deliveries unless the delivery item is considerably modified and a modification is reasonably acceptable for Customer.

2.0

Prices

2.1

Unless otherwise agreed, billing shall be at the prices and conditions valid on the day of delivery or collection. Prices are understood ex works, excluding packing, insurance and freight costs. The prices are plus VAT of the legal amount.

2.2

Shipment shall be in the Customer's name and at his risk even in case of freight paid.

2.3

Unexpected and order-related changes in raw materials, wages, energy and other costs shall entitle us to price adjustments.

3.0

Terms of payment

3.1

Because of lacking agreements, payments shall be made without any deduction and ex paying agent of Supplier. Payment to third parties shall be at Customer's risk. If the payment terms are exceeded without any prolongation, interests customary in banking plus the legal VAT will be billed.

3.2

Bills and cheques are only accepted on account of payment. If they are made out to secondary centres, Supplier shall not be liable for lodging a protest. Customer shall bear the discount, exchange and collection costs. Complaints shall not entitle to a retention of due payments.
Rights of retention and the setting off of counterclaims disputed and established in court shall be excluded. If Customer is wholly or partially in default of two subsequent instalments of the purchase price and/or an amount of at least 1/10 of the purchase price, the entire remaining amount shall be due without any reminder. The same shall apply if the agreed bills or cheques are not given or collected in time; if the ownership, business or company is changed or wound up except for inheritance or acquisition with consideration to rights of inheritance; in case of other major changes in Customer's economic conditions, stop of payments, petition for compensation or insolvency and foreclosures.

3.3

In these cases Supplier shall also be entitled to taking back the delivered items at Customer's expense, excluding any retention right, for the securing or best possible free disposal on Customer's account and at his risk without Customer being released from the contract. In these cases Supplier may claim damages because of non-performance, amounting to 15% of the purchase price without special evidence or to the amount of the higher damage proven. Supplier may withdraw from the contract on the same conditions. The same shall apply if Supplier received unfavourable information about Customer's creditworthiness which cannot be refuted by Customer. In the latter case Supplier may also claim an advance payment or the provision of a security or cash on payment.

3.4

If claims are reduced to a dividend in bankruptcy, settlement or similar proceedings, the claim for agreed reduction and/or bonusses shall no longer apply.

4.0

Term of delivery

4.1

Terms of delivery and deadlines shall be unbinding unless a definite time of delivery has been agreed upon. The time of delivery shall start on the sending of the order confirmation, but not before the provision of the documents, samples, models, approvals, releases to be provided by Customer and prior to the reception of the agreed advance payments. Deliveries prior to the expiration of the delivery period and partial deliveries shall be allowed.

4.2

The time of delivery shall be deemed complied with if the delivery item has left the factory by its expiration or readiness for shipment has been notified. The time of delivery shall also be extended within a delay reasonable in case of labour disputes as well as the occurrence of unexpected hindrances (e.g. interruptions of operations, substandard production, embargos, transport defects, measures taken by authorities etc.) not under Supplier's control as far as it can be proven that such hindrances have a major influence on the completion or delivery of the delivered item. This shall also apply if subcontractors are faced with such situations.

4.3

The compliance with the term of delivery requires Customer's fulfilling of the contractual duties in time.

5.0

Risk transfer and acceptance

5.1

The risk shall be transferred to Customer on the dispatch of the parts to be delivered at the latest even if partial deliveries are made or Supplier accepted other services such as the shipment costs or the delivery and installation.

5.2

On Customer's request Supplier shall insure the shipment against theft, breakage, transport, fire or water damage as well as other risks which can be insured at Customer's expense.

5.3

If shipment is delayed because of situations Customer is responsible for or by force majeure (section 4.2), the risk shall be transferred to Customer from the day of readiness for shipment.

5.4

Customer shall accept delivered items without prejudice to the rights from section 8 even they show minor defects.

5.5

The delivered item shall only be accepted or inspected if acceptance and inspection have been explicitly agreed or the relevant material standards provide for this. Due to the lack of other agreements the inspections of the delivered item are performed by Supplier himself. In each case acceptances and inspections shall be made in the Supplier's premises immediately after notification of readiness for shipment. If Customer fails to perform an acceptance or delays it unreasonably or waives it, Supplier may dispatch the delivered item without acceptance or store it at Customer's costs and risks.

6.0

Withdrawal from the contract

6.1

In case of force majeure, non-compliance with the contractual obligations by Customer Supplier may withdraw from the contract by a written notification without prejudice to all damages. The same shall apply if the performance can no longer be expected from Supplier reasonably because of unexpected events within the meaning of section 4.1.

6.2

Customer shall be entitled to withdraw from the contract by a written declaration if a delivery becomes impossible or Supplier is responsible for a failed delivery despite an extension of the original term.

6.3

As far as legally allowed, all other claims of Customer shall be excluded, in particular for modifications, terminations, reductions or damages of any type including such damage which not occurred to the delivered item itself.

7.0

Reservation of ownership

7.1

Supplier reserves the right of ownership to the delivered items until all claims of Supplier including future and conditional claims against Customer from the business relation plus interests and costs have been met. This shall also apply if individual or all claims of Supplier are kept in a current account and the balance has been made and recognized.

7.2

Regardless of Customer's payment obligations, we shall be entitled to sell the delivered item taken back freely and for a best price and to credit the revenue or to credit it to the contractual price minus discounts, rebates and other reductions and with the deduction of a reduction in value of 15% of the contractual price. In case of pledges or other interventions of third parties Customer shall notify Supplier immediately thereof. Customer shall neither pledge the delivered item nor transfer it for security. The reservation of ownership shall not be cancelled by the payment of third parties, in particular by payments of endorsers of a bill. To this extent, Supplier's rights shall be transferred to the paying person or entity. If Customer fails to insure the accepted machines sufficiently, Supplier may insure the delivered machines and items against damage in a regular way against theft, breakage, water or other damage at Customer's expense.

7.3

Customer shall be entitled to resell the delivered item in normal business and on conditions agreeing with these sales conditions. If Customer encounters financial problems and fails to settle his debt balance against Supplier, Customer shall not dispose of the delivered item without Supplier's explicit consent. Disposals without this consent shall be invalid unless they are approved subsequently.

7.4

Customer herewith assigns all receivables and considerations arisen or arising from a sale or other legal reasons regarding the reserved goods to Supplier.
Items including bills and cheques accepted by Customer on a resale shall be Supplier's property immediately on acceptance and shall be kept for Supplier by Customer. If a third party owns the item, transfer shall be replaced by an assignment of the claim for restitution. However, Customer shall be authorized to collect receivables after the assignment, but Supplier may collect receivables immediately from the Client. Supplier shall avoid this as long Customer meets his obligations properly. Supplier may request that Customer specify all assigned receivables and the debtors may request information on all other documents required for a collection as well as their submission. Also, the third debtor must be informed about the assignment on request (absolute assignment). If the delivered item is resold together with other goods Supplier does not own, Customer's claim against the Client shall be deemed assigned to the extent of delivery price agreed by Supplier and Customer.

7.5

Customer always shall mount the reserved goods for Supplier.
If the reserved goods are processed with other items not belonging to Supplier, Supplier shall acquire co-ownership to the new item in proportion of the value of the reserved goods to the new item. Compensations from insurance payments or other claims shall also be deemed assigned to Supplier.

7.6

If Customer uses the mediation of a financing company or a credit institute, Customer shall inform the financial company or the credit institute about the agreed reservation of ownership including the required details.
Despite the reservation of ownership Customer shall bear the risk of a loss or the insurance of the delivered items.

8.0

Warranty, liability

Supplier shall be liable for defects including the lack of warranted qualities but excluding other claims without prejudice to section 6 as follows:

8.1

At Supplier’s reasonable discretion and option Supplier shall once rework or redeliver all parts identified as useless or considerably faulty within 6 months after commissioning (3 months in case of multi-shift operation) because of a situation before the transfer of risk and in particular because of a faulty type, poor material or bad workmanship Supplier shall be notified immediately of the identification of such defects. Complaints of obvious defects shall be excluded after the expiration of 14 days since the arrival of the goods at the destination. Replaced parts shall become Supplier's property.

8.2

Supplier shall be entitled to refuse the elimination of defects as long as Customer does not fulfil his obligation to Supplier or does not fulfil them in time.

8.3

If the shipment, the installation or the commissioning is delayed without Supplier's fault, liability shall be excluded not later than 12 months after the risk transfer but not earlier than on the expiration of the statutory time limit.

8.4

Customer's right to assert claims from defects shall fall under the statutes of limitation 6 months from the time of the timely complaint but not earlier than the expiration the warranty period.

8.5

Warranty shall not be granted for damage caused for the following reasons:
Unsuitable or improper use, faulty installation and/or commissioning by Customer or third parties, natural wear, faulty or negligent treatment, unsuitable operating resources, replacement material, faulty construction work, unsuitable building site, modification or repair work not approved by Supplier, chemical, electro-chemical or electrical influences unless Supplier is responsible for them.

8.6

In case of important external goods Supplier's liability shall be limited to the assignment of liability claims he is entitled to against the vendor of the external goods.

8.7

For providing re-works and substitute deliveries required at Supplier's reasonable discretion Customer shall agree with Supplier upon the required time and opportunity; otherwise, Supplier shall be exempt from liabilities arising from defects. Only in urgent cases of a risk for the operational safety and for avoiding unreasonably large damage (in which case Supplier must be informed immediately or if Supplier is in default of an elimination of the defect) Customer shall be entitled to eliminate the defect himself or have it eliminated by third parties or request the compensation of the required costs from Supplier.

8.8

The warranty period shall be 3 months for the replacement and the re-work, but shall be valid until the expiration of the original warranty period for the delivered item at least.
The term for the liability arising from defects for the delivered item shall be extended by the duration of the interruption of operations caused by re-work.

8.9

Other Customer's claims, in particular a claim for the compensation of damage not occurred on the delivered item itself, shall be excluded without prejudice to section 6, subs. 2, unless gross negligence exists.

8.10

For processing errors including damage to the processed goods Supplier is responsible for, Supplier shall be liable to a maximum amount of the processing value of the item and the justified complaint of it.

9.0

Liability and accessory obligations

If, through Supplier's fault, Customer cannot use the delivered item as stipulated in the contract because of omitted or faulty implementation of proposals and consultations made prior to or after the conclusion of contract as well as other contractual accessory obligations - in particular instruction for the operation and maintenance of the delivered item - the provision of subs. 6.2 and 8 shall be applicable excluding other claims of Customer such as responsibility for unlawful acts and violation, contractual accessory obligations during the conclusion of the contracts.

10.0

Place of performance and place of jurisdiction

Supplier's domicile shall be the place of performance. The jurisdiction of the Federal Republic of Germany shall be applicable to the contractual relations excluding the Sales of Goods Act (The Hague treaty on sales). Meppen shall be the place of jurisdiction at Supplier's discretion without respect to the value of the subject matter of the dispute. This place of jurisdiction shall also be applicable to all summary bill enforcement proceedings and proceedings restricted to documentary evidence having any connections with the delivery. Supplier may also file action at Customer's place of jurisdiction.

Meppen, January 1, 2010