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Standard conditions of sales and delivery

Scope
The following terms only apply for companies, public corporations or special public law funds.

I. Application
1. Orders only become binding after they have been confirmed by the supplier. Amendments and supplements should be made in a text form. All offers are subject to confirmation unless they are declared as binding offers.
2. These conditions also apply for future business when no express reference is made.
3. Terms of business of the orderer do not apply unless they have been expressly recognised by the supplier.
4. Should individual terms be or become invalid, this does not affect the validity of the remaining terms.

II. Prices
1. In case of doubt, the prices apply ex works exclusive of freight, customs duties, additional import fees and shipment plus the statutory VAT.

III. Obligation to deliver and accept
1. Delivery periods begin after receipt of all documents necessary for the execution of the order, the down payment or advanced payment, wherever these have been agreed. The delivery period is reckoned to have been met on notification of the readiness for dispatch if the dispatch is delayed or rendered impossible through no fault of the supplier.

2. Instances of force majeure entitle the supplier to postpone the delivery for the duration of the hindrance plus an appropriate initial period or to terminate the contract in part or in its entirety as regards the part that has not yet been fulfilled. Strikes, lockouts or unforeseeable, unavoidable circumstances, e.g. shutdowns that make a prompt delivery impossible for the supplier despite reasonable efforts are regarded as being equal to force majeure; the supplier must provide proof of such circumstances. This also applies if the aforementioned hindrances occur during a delay or with a subcontractor. The orderer can demand that the supplier declare within 2 weeks whether he wishes to terminate the contract or make the delivery within a reasonable period of respite. If he makes no declaration the orderer can terminate that part of the contract that has not been fulfilled.

IV. Packaging, dispatch, transfer of risk and delayed acceptance
1. Unless otherwise agreed, the supplier chooses the packaging, type of dispatch and forwarding route. Any extra costs caused by special wishes of the orderer as regards dispatch will be borne by them.
2. The risk is also transferred to the orderer with carriage-free deliveries when these leave the supply plant. If the dispatch is delayed for reasons for which the orderer can be held responsible the risk is transferred with the notification of the readiness for dispatch.
3. The goods will be insured against any risks the orderer may specify on their written request and at their expense.

V. Reservation of ownership
1. The deliveries remain the property of the supplier until all claims against the orderer have been satisfied, even if the purchase price for separately listed claims has been paid. With a current account, the reserved ownership of the deliveries (reserved goods) acts as a security for the supplier's balance account.
2. In the event of a resale, the orderer herewith assigns all debts and other justified claims against his customer together with all rights appendant to the supplier until all of the supplier's claims have been satisfied. At the supplier's request, the orderer is obliged to immediately provide the supplier with all of the information and documents required to enforce the supplier's claims against the orderer's customers.
3. The supplier must be informed immediately of attachments or seizures of the reserved goods by third parties. Any intervention costs incurred as a result of this are to be borne by the orderer wherever they are not borne by third parties.
4. If the supplier avails himself of his reservation of ownership in accordance with the foregoing conditions by taking back reserved goods he is entitled to sell the goods offhand or have them auctioned. The reserved goods are taken back at the profit made, though at most at the agreed delivery prices. Further claims for compensatory damage, in particular for lost profits, are reserved.

VI. Notices of defects
1. Notices of defects will only be considered if they are lodged immediately in writing, though at the latest within 10 days of receipt of the goods on remittance of documents, samples and quoting the invoice number and date.
2. In the case of concealed defects the written complaint must be sent immediately on discovery of the defect, for defects as to
quality within 5 months of receipt of the goods at the latest; the limitation of the claim remains unaffected. The orderer bears the burden of proof that this is a concealed defect.
3. Rejected goods may only be returned with the express consent of the supplier.

VII. Liability for defects
1. Only those conditions listed in the product descriptions, specifications and markings of the supplier apply as conditions of the goods. Public remarks, recommendations or advertising do not represent any quality descriptions of the purchased item.
2. The supplier's advice in terms of application technology in speech, writing and through tests is provided to the best of their knowledge but should only be regarded as noncommittal tips, including references to any third party property rights, and does not release the orderer from testing the suitability of the products delivered by the supplier for the intended processes and purposes. Application, use and processing of the products are carried out outside the supplier's scope of control and thus lie exclusively within the responsibility of the orderer.
3. References to technical standards serve as a description of the performance and should not be interpreted as warranted properties.
4. Normal wear and tear does not substantiate any warranty claims.
5. There are no warranty claims for special offers.
6. The orderer's warranty claims are limited to the right to supplementary performance. The supplementary performance is
carried out by the supplier through subsequent improvement or replacement at their own choice. If the supplementary
performance by the supplier fails the orderer can reduce the purchase price or terminate the contract at his choice. This does not affect claims for compensatory damage in accordance with Section VIII. Claims by the orderer on account of expenses incurred for the purpose of the supplementary performance, in particular transport, travelling, labour and material costs, are excluded if the expenses have been incurred because the delivery item has subsequently been brought to a different place than the registered offices of the orderer, unless this transfer correlates with its intended use.
7. The orderer is obliged to allow the supplier to inspect the rejected goods on either the orderer's or supplier's premises, according to the supplier's choice. If the orderer refuses to allow the supplier to inspect the goods, the supplier will be released from their liability for defects.
8. Goods for which the supplier has paid damages become the property of the supplier.
9. Warranty claims are limited to one year from the start of the statutory period of limitation in the case of § 438, Section 1, No. 3 BGB.
10. If the warranty is a recourse by the orderer after this has been successfully enforced in accordance with the terms of the purchase of consumer goods, the recourse claims on the grounds of the regulations of the purchase of consumer goods remain unaffected. Section VIII. is applicable for claims to compensatory damage.
11. The orderer is obliged to immediately inform the supplier of any case of recourse in the supply chain. Statutory recourse claims on the part of the orderer against the supplier only exist if the orderer has not reached any agreements with his buyer that go beyond the statutory warranty claims.

VIII. General liability limitations
In every case where the supplier is obliged to compensate damages or reimburse expenses incurred on the basis of contractual or
statutory bases for the claim divergent to the a foregoing conditions, he can only be held liable if he, his senior executives or vicarious agents can be charged with intent, gross negligence or an injury to life, body or health. The liability regardless of negligence or fault according to the product liability act remains unaffected. The liability for a culpable violation of contractual obligations also remains unaffected; the liability is, however, restricted to those damages that are foreseeable and typical for a contract, apart from the cases listed in sentence 1. The foregoing ruling does not entail a change in the burden of proof to the disadvantage of the orderer.

IX. Terms of payment
1. The supplier's invoices are to be paid in GBP, free of all charges net without any deductions within 30 days of the date of invoice. The orderer is in default at the end of 30 days from the date of invoice.
2. The orderer can only set off or enforce a retainer if his claims are uncontested or have been ascertained by law.
3. The supplier reserves the right to deliver only against prepayment or to balance accounts only with cash on delivery.
4. All of the supplier's debts will become due immediately in the event of the persistent failure to comply with the terms of payment or circumstances that give reason for serious doubts as to the credit position of the orderer. Furthermore, the supplier is entitled to demand advance payments for outstanding deliveries in this case and to terminate the contract following the unsuccessful expiry of an appropriate period of respite.

X. Place of jurisdiction
1. Jurisdiction is England.

XI. Authentic text
The english text of the standard conditions of sales and delivery is the only authentic text.

Last revised 17.09.2007