General Terms and Conditions of Sale

As of: 1 January 2011

This is a non-binding English translation of the original German General Terms and Conditions. In the event of any discrepancy, the German version shall prevail.

§ 1 Conclusion of Contract

1. The following terms and conditions apply to all contracts, offers and deliveries. Deviating conditions of the buyer that we do not expressly acknowledge in writing are not binding on us, even if we do not expressly object to them.
2. Offers are always subject to change unless otherwise expressly confirmed in writing. Information regarding properties of any kind, samples and specimens are merely indications of the nature of the goods and do not constitute guarantees of quality or any other guarantees.
3. Amendments or additions to the agreements made, including our terms and conditions, require written confirmation to be effective. This also applies to any waiver of the written-form requirement.

§ 2 Prices and Terms of Payment

1. Our prices are stated in the currency EURO. All prices are exclusive of the statutory value-added tax applicable from time to time for deliveries within Germany. Additional costs, such as for special packaging at the buyer's request, as well as transport routes, shall be borne by the buyer.
2. Our prices are based on the customs duties, road tolls and other comparable public charges applicable at the time of conclusion of the contract, as well as the currency parities applicable at the time of conclusion of the contract. If carriage-paid delivery is agreed, the agreed price shall apply only in the case of unimpeded normal transport possibility and on the basis of the freight rates applicable at the time of conclusion of the contract. Additional costs resulting from transport difficulties or an increase in freight rates shall be borne by the buyer.
3. If, after conclusion of the delivery contract, extraordinary, substantial increases in the costs of raw materials, energy or freight occur at our premises or at our suppliers, and these lead to a substantial increase in our purchase prices or own costs, we may require the buyer to negotiate a price adjustment with us. If no agreement is reached thereafter, we may withdraw from that part of the delivery contract not yet performed by delivery.
4. Unless otherwise agreed, our invoice amounts are payable strictly net within 30 days of the invoice date. Cash discounts require a separate agreement, whereby the day on which payment is received by us shall be decisive for calculating the discount period.
5. The buyer is not entitled to render part performance unless we agree to this in writing. Each incoming payment shall first be credited against the oldest claim and then against interest and costs. The buyer is not entitled to determine which claim the payment is to be applied to.
6. In the case of payment by bill of exchange, discount and bank charges as well as bill-of-exchange tax shall be borne by the buyer. Bills of exchange and cheques are accepted only on account of performance, whereby no liability is assumed for timely presentation and protest.
7. The buyer may only assert set-off or rights of retention if the opposing claims are undisputed or have been established as final and binding.
8. If circumstances become known to us that give rise to justified doubt about the buyer's continued inability to pay, or if agreed payment deadlines are exceeded, we may demand advance payment and revoke any payment deadlines granted. In the event of default, we are entitled, as agreed, to charge interest at a rate of 8 % points above the respective base interest rate. The assertion of further damages caused by default remains unaffected.

§ 3 Scope of Delivery and Delivery Periods

1. For determining weights and quantities, the weights established at our works/warehouse or by the forwarding agent commissioned by us shall be decisive.
2. Delivery dates or delivery periods that may be agreed as binding or non-binding must be stated in writing. Delivery periods commence upon conclusion of the contract, but not before the provision of the documents, approvals and releases to be procured by the buyer, nor before receipt of an agreed down payment. If subsequent contract amendments are agreed, a delivery date or delivery period must, where necessary, be re-agreed at the same time.
3. The delivery period is deemed to have been met if, by the time it expires, the delivery item has left the works or readiness for dispatch has been notified.
4. If the impossibility of delivery is due to the inability of the manufacturer or one of our suppliers, both the buyer and we may withdraw from the contract, provided that the agreed delivery time has been exceeded by three months.
5. In the event of force majeure and other unforeseeable, extraordinary circumstances through no fault of our own – e.g. difficulties in procuring materials, operational disruptions, strike, lockout, shortage of means of transport, official intervention, energy supply difficulties, etc., even if they occur at the upstream supplier – the delivery period shall be extended by a reasonable amount, but at least for the duration of the impediment, if the supplier is prevented from timely performance of its obligation. If the aforementioned circumstances render delivery or performance impossible or unreasonable, we shall be released from the obligation to deliver. If the delivery delay lasts longer than three months, the buyer is entitled to withdraw from the contract. If the delivery time is extended or we are released from our delivery obligation, the buyer may not derive any claims for damages therefrom. We may only invoke the aforementioned circumstances if we have notified the buyer without undue delay.
6. In the case of a dispatch delay at the buyer's request, we reserve the right, in individual cases, to charge separately for the costs incurred due to storage. However, we are entitled, after setting and the fruitless expiry of a reasonable period for collection, to dispose of the delivery item otherwise and to supply the buyer within a reasonably extended period.
7. Compliance with the delivery period is subject to the buyer fulfilling its contractual obligations.

§ 4 Warranty

1. The buyer is obliged to inspect the delivered goods immediately for quality, properties and intended use. Where necessary, the buyer must carry out a trial processing. If the buyer fails to carry out such an inspection, we assume no liability.
2. Application and processing recommendations issued by us are only general guidelines, since the areas of application and working conditions for our products may vary. Consumption figures can only be average empirical values.
3. The buyer is obliged to notify us in writing of any complaints regarding the nature or defects of the goods delivered by us within 3 days of receipt of the goods, stating the order data and the invoice and dispatch number. The notice of defects must be given in a comprehensible form, stating the information relevant for identifying the defect. Verbal complaints are not valid. Should defects remain undiscovered at the time of delivery, the buyer's rights can no longer be asserted once 6 months have elapsed since delivery of the goods.
4. In the case of properly raised and justified notices of defects, we shall grant a price reduction, rectification, replacement or take-back of the goods against reimbursement of the purchase price, whereby the decision on one or the other arrangement is at our commercial discretion.
5. Claims for damages by the buyer due to defects in the delivered goods or the breach of ancillary obligations are excluded, unless we have acted intentionally. Liability is excluded in particular for consequential damages that may arise from the use or application of our products.

§ 5 Retention of Title

The delivered goods remain our property until full payment of all claims arising from our business relationship. Our retention of title is not affected by resale or further processing. The claims of the buyer arising against third parties from a resale or any other legal ground, including all ancillary rights, are hereby assigned to us by the buyer now, for the purpose of our security, and indeed also to the extent that the goods subject to retention of title have been processed or installed. In the latter case, the assignment covers that part of the claim value which the goods subject to retention of title have in relation to the entire item.

§ 6 Place of Performance and Jurisdiction

The place of performance for all liabilities arising from our sales is Hilden. The place of jurisdiction for both parties is Düsseldorf.

§ 7 Severability

Should any provision of these General Terms and Conditions or any provision within the framework of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby. The invalid provisions shall be replaced by the legally effective arrangement that comes closest to the purpose pursued by the invalid provision.

Werner Rumler Industriebedarf GmbH · As of: 1 January 2011