our General Terms and Conditions of Sales:
 

Scope     
1.1) The following provisions are a component of all our contract offers and contracts. We do not accept any Standard Terms and Conditions from buyers even if we do not object to them explicitly. Deviating agreements in an individual case shall require our confirmation in writing. INCOTERMS, as amended, shall apply as a Supplement.
1.2) These provisions shall only apply to entrepreneurs as defined in §14 of the BGB (German Civil Code). 
     
Offers  
2.1) Our offers are non-binding. Orders from customers shall not be binding on us until we have confirmed them in writing or we have delivered.
     
Calculation    
3.1) The purchase price shall be calculated on the basis of our valid prices on the dates of delivery plus statutory VAT. If we increase our prices in general between the conclusion of the contract and the delivery, the buyer shall have the right to withdraw from the contract in respect of the amount that has not yet been delivered within seven calendar days of notification of the price increase.
3.2) The purchase price shall be calculated in accordance with the quantities, weights or dimensions ascertained at the place of dispatch.
     
Payment     
4.1) The purchase price shall be payable net cash and due on delivery. If the due date for payment is not complied with the buyer shall be in arrears even without a reminder. In this case we shall have the right to demand default interest of eight percentage points above the base rate. We reserve the right to claim for additional damage or loss. In addition, the default of payment shall cause all our other claims against the buyer under the business relationship to fall due.

4.2) In case of justified doubts regarding the buyer's ability to pay, in particular in case of arrears, we shall be entitled to revoke any terms of payment we granted and to demand payment in advance or security for further deliveries.

4.3) Payment of the purchase price shall not be deemed to have been made until the amount is finally at our disposal in one of our accounts.

4.4) Setting off with counterclaims other than those that are not disputed or are confirmed by final court decision , or exercising rights to refuse or to withhold performance, are excluded.
     
Delivery     
5.1) Our duty to delivery is subject to the fact that we obtain the correct supplies ourselves in good time.

5.2) We shall have the right to make part deliveries. Deliveries of 10% less than or in excess of the contractually agreed quantities shall be permitted.

5.3) If "prompt" is agreed as the delivery date, the delivery period shall be 14 days.

5.4) In case of delays in delivery the buyer shall grant us a reasonable extension of not less than three weeks.

5.5) The risk shall be transferred to the buyer as soon as the goods are handed over to the transport company or, in case of collection by the buyers, when they are made available. This shall apply as well if we pay the costs of transport.

5.6) Unless otherwise agreed, our goods are intended for processing in the buyer's own plant.
     
Impediments  to delivery     
6.1) War, strikes, lockouts, scarcities of raw materials or energy, plant shutdowns or traffic disruptions, sovereign acts and all other cases of force-majeure that prevent or delay the production or shipment of the goods or make them uneconomical shall exempt us from the duty to deliver for the duration and to the extent of the disruption. If the disruption lasts for longer than two months, both parties shall have the right to cancel. In case of partial or complete discontinuation of our sources of supply, we shall not be obliged to obtain stock from other suppliers. In this case we shall be entitled to distribute the existing stocks, taking our own requirements into account.
     
Samples / technical advice     
7.1) Samples that we make available and our technical and chemical data are intended only for a general description of the goods. They do not contain any warranty regarding quality or durability and do not exempt the buyer from inspecting every single delivery.

7.2) Advice on technical applications that we provide to the best of our knowledge is not binding and does not exempt the buyer from inspecting every single delivery for its suitability for the intended purpose before processing.
     
Complaints of defects / guarantee     
8.1) The buyer shall inspect the goods without delay after delivery and shall report any defects, false deliveries or deviations from quantity in writing without delay, but no later than one week of delivery. In case of part deliveries, this obligation on the part of the buyer shall cover every part amount.

8.2) The buyer shall report hidden defects as soon as the defect is detected but no later than six months after delivery.

8.3) Notification of a defect shall not entitle the buyer to withhold due payments or refuse to accept further deliveries.

8.4) In case of timely and justified complaints of defects, the buyer's claims arising from the defects shall be restricted to the right to subsequent performance. If subsequent performance on our part is unsuccessful, the buyer shall have the option of reducing the purchase price or withdrawing from the contract. This shall not affect claims for damages under Clause 9. 

8.5) The guarantee period is one year from delivery of the item, unless mandatory statutory provisions provide for a longer period of limitation. 

8.6) We do not provide any guarantee that the product is free of patents or other third party industrial property rights. 

8.7) The buyer shall not have any guarantee rights for defects in case of goods that were sold as agreed as off spec, seconds, remnants, off-the-line items, recycled, waste or similar.
     
Damages     
9.1) The buyer's contractual and non-contractual claims for damages arising from a negligent breach of an obligation by us, our senior executives or our other vicarious agents are excluded. This shall not apply if an obligation was breached that is of material importance for achieving the purpose of the contract; however, our liability shall be limited to the foreseeable damage typical for the contract and shall not exceed a maximum of twice the invoice value of the goods concerned.

9.2) We shall only be liable for indirect damage or damage that was not foreseeable at the time the contract was concluded in case of gross negligence or intent on our part or that of our senior executives. 

9.3) The above limitations shall not apply to cases of injuries to life and limb or health. Mandatory statutory liability provisions are not affected. 
     
Reservation of title     
10.1) We reserve title to items delivered until full and complete payment of all our claims under the business relationship.
  
10.2) If reserved goods are processed, we shall be deemed to be the manufacturer and shall acquire title to the new products that are created. If reserved goods are processed, combined or mixed with goods that are the property of a third party, we shall acquire title to the products that are created in this way in the ratio of the invoice value of the reserved goods to the invoice value of the other materials. If the reserved goods are processed, combined or mixed with a principal item that is the buyer's property, the buyer hereby assigns his property rights in the new item to us.

10.3) The buyer hereby assigns to us as security all claims from the sale of goods that we own or own in part to the extent of our ownership share. Any other assignment, including in the framework of a factoring transaction, shall not be permissible.

10.4) The buyer is obliged to take the reserved goods into safekeeping with the care of a diligent businessman and to insure them against standard storage risks. He hereby assigns his claims under the insurance policies to us.

10.5) As long as the buyer duly complies with his obligations to us he shall be entitled to dispose of the reserved goods in the ordinary course of business and to collect debts arising from the resale of the reserved goods. However, the buyer shall not be entitled to pledge the reserved goods to third parties or to assign them as security. The authority to resell shall not apply if the buyer excludes the assign ability of the claim from the resale with his buyer. The buyer shall notify us of seizure by a third party of the reserved goods or the assigned claims without delay after this becomes known. 

10.6) If the buyer is in default of payment, we shall have the right to demand surrender of the reserved goods without setting a period of grace and without withdrawal from the contract. In addition, the buyer shall provide us on first demand with all the necessary information and give us all documents on the existence of the reserved goods and the assigned claims and shall inform his buyers of the assignment of claims without delay.

10.7) If the value of the security exceeds the sum of our claims by more than 10% we shall release the excess security of our choice on request from the buyer.
     
Concluding provisions     
11.1) The place of performance for payment is Braak.

11.2) The legal venue is Hamburg. The laws of the Federal Republic of Germany shall apply. Application of the United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL) is excluded.

11.3) We have the right to save data on the buyer that become known to us in our data processing system and to utilize them for our business requirements.

11.4) If one of the above provisions proves to be wholly or partially invalid, that shall not affect the validity of the remaining provisions.