General Standard terms and Conditions

1. General

1.1 (Conflicting conditions, written form) Contracts are subject to our General Standard Terms and Conditions only; other conditions do not form a part of the contract, even when we have not expressly repudiated them. Ancillary agreements made before and during finalization of the contract can only be invoked by the customer if these are confirmed immediately in writing.

1.2 (Offers, reservation of the right to make improvements, data acquisition) Our offers are without engagement. We reserve the right to make technical improvements to our products. Important data for processing orders can be stored in an electronic data processing system.

1.3 (Offsets, retentions) Offset or retention by the customer is only permissible for undisputed or legalIy enforceable counterclaims.

1.4 (Place of performance, place of jurisdiction, legal system) The place of performance for delivery and payment is Ilmenau. We are entitled to take legal proceedings against a customer before the court which is competent for our place of business. German law is applicable; UN purchasing law (CISG) is excluded.


2. Risks, delivery charges, over/under supply, call-up orders, default in acceptance

2.1 The risk for delivered goods passes to the customer when the goods leave our premises. This applies even when additional services have been undertaken such as despatch, export or assembly.

2.2 Costs for transport, packaging and insurance up to the place of delivery are to the customer´s account. We are only obliged to obtain transport insurance on the customer’s expressed request.

2.3 Customary over/under supply up to 5% is permitted. The customer must pay for the amount delivered at the agreed unit price.

2.4 For call-up orders the amount to be delivered must be accepted within 120 days from confirmation at the latest. Call-ups must be made at least 4 weeks before the required delivery date.

2.5 If default in acceptance occurs we are entitled to transfer the goods to a warehouse for storage at the customer’s cost; our right to performance is maintained. We wilI threaten the customer with the disposal of the goods; one month after our threat has been issued we are entitled to dispose of the goods as we see fit to the customer’s account.


3. Time of delivery, delay

3.1 A time of delivery only exists when it has been confirmed by us in writing. It begins only when all technical questions still open when the contract was signed have been cleared up and the customer has provided us with all the documentation, authorizations and releases which he was required to obtain for us. Furthermore, it does not begin until any initial payment which might have been stipulated has been received. Notification that the goods are ready for despatch or the actual despatch of the goods themselves is sufficient to fulfil the time of delivery.

3.2 Acts of God, as well as strikes, lockouts and similar events beyond our control increase the time of delivery accordingly; if for such reasons it proves to be impossible to make delivery then we are released from our obligation to supply. This also applies to equipment failure, plant interruption, shortage of raw materials and operating resources, delayed delivery or non-delivery by suppliers or additional performances required by the customer when such circumstances are beyond our control.

3.3 Before a delay can be presumed a reminder must have been issued. We are liable only for damages caused by delay as a result of intentional or gross negligence on the part of our managers, employees and vicarious agents. The liability is limited to those damages which could be foreseen at the time the contract was finalized.


4. Prices, terms of payment, interest on arrears, advance payment

4.1 AlI prices are to be understood ex works and do not include the current value-added tax. The currently valid list price will be charged for spare parts.

4.2 Invoices are to be paid within 30 days without any deductions. We only accepts bilIs of exchange and cheques at the customer´s cost and on account of performance.

4.3 For delays in making payment and subject to further-reaching claims for damages the customer must pay interest on arrears at a rate 4% above the federal bank interest rate, unless he can prove that the damages amount to less than this.

4.4 If there are reasonable doubts about a customer’s creditworthiness we can demand payment in advance for each individual delivery or make such deliveries dependent on appropriate securities being provided.


5. Reservation of ownership, assignment in advance, right to information

5.1 The goods supplied remain our property complete and unconditional payment has been made. If we have other accounts receivable from the customer then ownership is reserved until these have also been paid. The customer may only resell goods whose ownership is reserved – in the course of ordinary business – if claims arising from their selling have not been assigned, pledged or otherwise encumbered. This prohibition on resale also applies when the claims can be offset against counterclaims.

5.2 The customer does not acquire any ownership of goods whose ownership is reserved by processing them. The customer must not combine goods whose ownership is reserved with other articles which are subject to third-party rights. If goods whose ownership is reserved are combined with other articles to become a part of a new (total) article then we become directly proportional co-owners of this article. This also applies if a different article is regarded as being the main object. The proportion of co-ownership
is calculated from the proportion of the invoice amount of the goods whose ownership is reserved to the value of the new article at the time of the combination. Goods whose ownership is reserved or on which we have a proportional co-ownership are to be stored by the customer free of any charge to us.

5.3 The customer assigns us his claims against his customers arising from the sales of goods whose ownership is reserved (§5.1 and 5.2) to the amount of the invoice for the goods whose ownership is reserved in advance as security. In the case of factoring the customer may only sell goods whose ownership we have reserved or of which we are co-owners when the factor is aware of the assignment in advance to us and pays our delivery invoice directly to us.

5.4 At the customer’s request we wilI release securities of our choice when and so far as the value of these securities exceeds the value of our open accounts receivable due from the customer by more than 10%.

5.5 If the customer defaults in the payment for the goods then his rights to their processing or combination with other articles and/or the redemption of assigned accounts receivable expire (§5.3). The share of revenue concerning the assignment may only be used to pay for the goods. We can demand the return of any goods still present and separable on the customer’s premises.

5.6 In the case of default in payment we are furthermore entitled to have the customer’s books examined by person(s) bound by an oath of professional secrecy with regard to all circumstances affecting our reserved rights. The customer must notify us immediately of seizure or attachment of the goods whose ownership is reserved or other dispositions made by third parties.


6. Guarantee, damages, availability of spare parts

6.1 Information in promotional material and operating instructions or reference to industrial standards do not form the basis for the warranty of a quality or the acceptance of particular initial duties.

6.2 The customer relinquishes all claims for guarantee and replacement arising from obvious defects or the lack of assured properties if the goods are not carefully inspected immediately on receipt or, at the latest, before use, assembly or resale – also for product safety – and we are notified immediately of any complaints. Complaints must be made in writing.

6.3 In the case of justified complaints and after the customer has set us a reasonable time Iimit we are initially only obliged to either rectify, exchange or make subsequent delivery of the goods or their ndividual components at no charge to the customer.

6.4 For unfounded rejection, failure or the impossibility of the above guarantee measures the customer can demand cancellation of the sales or reduction in the purchase price and, if assured properties are missing, demand damages. The liability for damages resulting from defects is limited to those damages which could be foreseen at the time the contract was finalized.

6.5 Claims for dameby the customer which arise from positive breach of an obligation, advice, maintenance, operating instructions or faults when finalizing the contract only exist against us for damage caused intentionally or by gross negligence.

6.6 Claims by the customer arising from unauthorized acts are limited to three years. Guarantee claims are limited to 6 months; the same applies to other claims mentioned in §6.5. The Iimitation period starts with the delivery of the goods.

6.7 Warranty claims and claims for damages are excluded if they are caused by improper handling, maintenance or operation of the goods through no fault of ours, or if the operating instructions have not been followed, or if they are caused by normal wear and tear. The same applies to transport damage. Furthermore we are not liable for any damages which could have been avoided if the customer had carefully
checked the goods upon arrival. Our liability for the customer’s production losses is excluded.

6.8 Warranty claims and claims for damages concerning rectified, exchanged or subsequently delivered goods are also based on §6.1 to 6.7. They expire at the end of the limitation period which applies to the original article. Guarantee measures do not interrupt the original limitation period.

6.9 Inasmuch as we are obliged to maintain a stock of spare parts then this is limited to a period of 5 years after delivery.


7. Industrial property rights, compensation for performances before finalization of contract, secrecy

7.1 We retain the ownership and all industrial property rights and copyright of all designs, drawings, devices, samples, illustrations, technical documentation, estimates and invoices made or supplied by us. This also applies when the customer has paid the design costs, etc. The customer may only use the designs, etc., in the agreed manner. He may not produce the goods himself nor allow then to be produced without our written authorization.

7.2 If we supply products made from drawings, samples, models, or tools, patterns or other devices with which the customer has provided us then it is the customer´s responsibility to us that their manufacture and supply has not infringed the industrial property rights and other rights of third parties. He must compensate us for all damages resulting from such legal infringements.

7.3 For performances carried out within the framework of the contractual negotiations such as designs or offers we can demand the customary payment for such performances even without making a subsequent delivery, in particular if the customer utilizes these performances as the basis for obtaining competitive offers.

7.4 The customer is to keep secret all information he receives from us as a result of our business connection and which is not public knowledge.


8. Tools, patterns

8.1 We retain the ownership of all patterns, tools and other devices made by us or supplied by third parties which are necessary for carrying out an order. This also applies even when the customer has paid part or all of the costs. There is no obligation on our part to transfer ownership of the items to the customer. We will store these items until the agreed contractual amount has been reached. No obligation for us to make subsequent deliveries or to store the items for longer than 2 years exists,
provided that no special agreement has been made.

8.2 Tools, patterns or other devices which the customer has provided us with wilI be kept within the framework of our own customary care. Liability arising from wear and tear is excluded. We wilI service the tools, etc., only on the basis of a special agreement. The risk of accidental loss remains with the customer. The customer is also responsible for insuring his tools, etc. Until our justified claims have been fully met we have the right of retention of the tools, etc.