General terms of sale and delivery
Valid from 01/02/2006

I. General

1. Our general terms of sale and delivery apply exclusively to all transactions with the purchaser at present and in future; we do not recognise the purchaser\\\'s conditions which contradict or deviate from our terms, not even by delivery without reservation.
2. All agreements made between ourselves and the purchaser for the purpose of executing this order are regulated in writing in this contract. Changes and supplements to the contract must be in written form.

II. Offers

1. Our offers are free of obligation. Technical amendments, changes in the supply range and alterations of form, colour and/or weight, within reason, are reserved.
2. If the order is to be qualified as an offer pursuant to § 145 BGB, we can then accept this within 2 weeks. Acceptance is made by means of a confirmation of order or by delivery of the goods to the purchaser.
3. Auxiliary agreements, assurances of characteristics and alterations must be confirmed in writing by the supplier.
4. The contract is concluded under the proviso that we receive correct and prompt deliveries from our suppliers. This only applies insofar as we are not responsible for non-deliveries, in particular if a congruent coverage transaction has been concluded with the upstream supplier. If a service is unavailable, we shall inform the purchaser without delay and refund the counter-performance.
5. The documents associated with an offer, such as diagrams, drawings or details of weight and dimensions, are solely approximations unless they are expressly designated as binding. The supplier reserves the copyright and rights of ownership to cost estimates, drawings and other documents.
6. The minimum order value is f 75.00 net. We shall charge a minimum quantity surcharge of € 7.50 for orders below this value.

III. Prices and conditions of payment

1. All prices offered are net; the purchase price does not contain value-added tax, which will be invoiced at the prevailing rate. The prices quoted in our price lists and catalogues are non-binding, we reserve the right to make changes. The price of the product at the date the order is issued is decisive. If prices apply for products at the date the order is issued which differ from those published by us, the buyer shall be notified of the price change in writing at the conclusion of the order issue process. If the buyer does not cancel the purchase of the products affected by the price change in writing within one week, the confirmed price is regarded as agreed by contract. Unless agreed to the contrary, all prices are ex-works, including loading in the works, although excluding packaging. Agreements of prices other than those published by us require written confirmation. All deliveries are ex-works; postage and packaging costs are invoiced at own-cost price. The same applies to subsequent dispatches of articles which would have incurred higher postage and packaging costs had they been supplied as a complete delivery.
2. In principle, deliveries are made only cash on delivery or in advance. Other conditions of payment can be agreed.
3. The purchaser shall pay the purchase price within 30 days from receipt of the goods for deliveries on an on-going account. If this period expires fruitlessly, the purchaser is in default without the need for a reminder. Interest is payable on the monetary debt during default in accordance with legal provisions; pursuit of higher default damages is reserved.
4. The purchaser is entitled to deduct 2 % discount if payment is made within 10 days from receipt of the goods.
5. Payment instructions, cheques and bills of exchange are only taken in to facilitate payment. Recovery charges and other costs are bome by the purchaser.
6. The purchaser does not have the right to offset its counter-claims unless these have been established in a court of law, are not disputed or have been reoDgnised by us; the purchaser is furthermore only entitled to exercise a right of retention insofar as its counter-claim is based on the same contractual relationship.
7. Consignments on approval or sample dispatches shall be returned to us within 10 days from receipt. The value of the goods shall be invoiced if they are not returned on time. Shipments without postage paid are not accepted as a matter of principle.
8. ComplaintsJretums are only accepted after prior agreement and within 8 days of the receipt of the shipment, stating the delivery note/Invoice number. Shipments without postage paid are refused as a matter of principle. The postage costs for returning recognised complaints concerning the type and quantity of the goods or defects in the quality of the goods are refunded up to the maximum amount due for normal postage of such returns.
9. We shall issue a credit note to refund the purchase price in case of recognised returns. Deductions from invoices may only be made after a credit note has been issued. In the case of returns against a credit note which are not caused by defective performance on our part, a processing fee of 15 % of the credit note value, although at least E 5.00, will be charged from the 40"\\\' day after the delivery.

IV. Delivery schedule

1. Goods are delivered without delay after receipt of an order. Any delivery dates stated are non-binding, unless these have been expressly agreed as binding in writing. The delivery deadline starts on the date that the confirmation of order is sent out.
2. The delivery date has been met if the delivery item leaves the works before this date expires, or when the purchaser has been notified of readiness to dispatch, insofar as it is responsible for collection or shipment.
3. The delivery deadline is extended appropriately in the case of action during industrial disputes, in particular strikes, lock-outs and if unforeseeable events occur for which the supplier is not responsible, insofar as such events demonstrably have a major influence on the completion or shipment of the delivery item. The same applies if such circumstances occur at our sub-suppliers.
4. A prerequisite for compliance with our obligation of delivery is that the purchaser properly fulfils its obligations in good time.
5. Delays in executing orders can occur with articles which are not only temporarily out of stock. Part deliveries are admissible, unless a part delivery is of no interest to the purchaser. In this case, they are regarded as a stand-alone transaction. Insofar as nothing is agreed to the contrary, orders for articles which cannot be delivered at once will be automatically placed on the waiting list and delivered at a later date. Claims to damages cannot be pursued due to late delivery.

V. Transfer of risk

1. Risk is transferred to the purchaser upon handover of the goods, for sales shipments upon handover of the goods to the party charged with performing shipment. In case of collection or dispatch by the purchaser, risk is transferred as soon as the goods are made ready, although not before the agreed delivery date. Default of acceptance by the buyer is equivalent to handover.
2. An agreement can be made to conclude transport insurance; any costs incurred in this respect are borne by the purchaser.

VI. Defects, warranty

1. A prerequisite for the purchaser\\\'s warranty rights is that it has properly fulfilled its duties of examination and complaint in accordance with § 377 HGB. Any complaints must be lodged in writing, giving specific details of the defect.
2. The purchaser can demand subsequent fulfilment if the goods are defective, this either by rectification of the defect (rework) or by replacement delivery at its discretion. Replaced parts become the supplier\\\'s property. The supplier can refuse to perform the type of subsequent fulfilment chosen if this would only be possible at a disproportionate cost. In this case, the purchaser\\\'s claim is restricted to the other method of subsequent fulfilment.
3. Subsequent fulfilment is regarded as having failed after the 2nd unsuccessful attempt. If subsequent fulfilment fails, the buyer can withdraw from the contract, reduce the purchase price or claim damages, including reimbursement of futile expenditure.
4. The warranty period is 1 year. In the case of defects which are not immediately apparent, the exclusion period for notifying the defect is likewise 1 year.
5. The purchaser has the right to rectify the defect itself or commission third parties to do so and demand that the supplier refunds the necessary costs only in urgent circumstances in which operational safety is endangered and to prevent disproportionately greater losses, in which case the supplier must be informed immediately, or if the supplier is in default of rectifying the defect
6. The costs of subsequent fulfilment are bome by the supplier with the exception of those costs incurred because the item purchased has been transported to a location other than the place of fulfilment.

VII. Limitations of liability

1. The supplier is liable for slightly negligent infringements of contractual obligations and those of its legal representatives and vicarious agents only insofar as these concern the direct, average losses typically foreseeable for the contract with regard to the nature of the goods. No liability is accepted for slightly negligent infringement of minor contractual duties. Insofar as the losses are covered by an insurance policy (excluding fixed sum policies) concluded by the buyer for such a case of damage, the seller is only liable for any associated disadvantages suffered by the buyer, e.g. higher insurance premiums or interest payable until the insurer has regulated the claim.
2. Claims to damages expire by limitation of time 1 year from the transfer of risk; this does not apply to claims based on illicit acts.
3. The limitations of paragraphs 1 and 2 do not apply insofar as we can be accused of gross negligence or malice aforethought, or we are culpable of infringing an obligation which causes the death, physical injuries or harms the health of the buyer. They furthermore do riot apply to claims under product liability laws.

VIII. Provision of security

1. If the supplier first becomes aware after conclusion of contract that the purchaser is in an unfavourable financial situation, the supplier can then demand that a commercially recognised security bond be provided for the purchaser\\\'s counter¬performance within a reasonable period. If the required security is not received by the supplier within this period of grace, it is entitled to withdraw from the contract.

IX. Reservation of title

1. The supplier reserves ownership to the goods until all claims from the on-going business relationship have been settled in full.
2. If the buyer is in breach of contract, particularly in case of a breach of duty in handling the object or default of payment, we are entitled to withdraw from the contract and repossess the purchase item. A right of retention based on claims other than those from the contract cannot be pursued against this right of repossession; the same applies in the case of counter-claims which are not disputed or have been established by a court of law.
3. The purchaser may neither pawn the delivery item nor pledge it as security. The purchaser must notify us without delay in writing of seizures or other third party interference, of a change in its ownership or a move to new premises.
4. The purchaser is entitled to resell the goods in regular business transactions. It even now assigns all the claims it accrues against third parties from the resale to us up to their full amount. We accept the assignment. If the value of assigned daims exceeds our claim to the purchase price by more than 10%, then at the purchaser\\\'s request we are obliged to release the difference. The purchaser is authorised to collect the claim after making this assignment. We reserve the right to collect the claim ourselves as soon as the purchaser is in default of payment. At out request, the purchaser is obliged to notify its buyers of the assignment of claim. The purchase item is always processed or transformed on our behalf. If it is processed together with other objects not belonging to us, we acquire co-ownership to the newly created object in the ratio of the value of the goods delivered by us to that of the other objects processed. The same applies if the goods are mixed with other objects not belonging to us.

X. Place of fulfilment and jurisdiction

1. The place of fulfilment for deliveries and payments is Cologne.
2. All legal disputes arising from the contractual relationship, if the purchaser is a general merchant, a legal entity under public law or a public law special trust, shall be settled by the court of law responsible for the supplier\\\'s registered office. The supplier is also entitled to take legal action at the purchaser\\\'s head office.

XI. Concluding provisions

1. German law shall prevail, the provisions of INVV commercial law do not apply.
2. The place of fulfilment is the supplier\\\'s registered office, insofar as the purchaser is
3. a general merchant, a legal entity under public law or a public law special trust.
4. Should a provision in these terms of sale and delivery be unworkable, this shall not affect the remaining provisions. The parties are obliged to replace an unworkable clause with an agreement that comes closest to the financial intent of the unworkable clause.