General Terms and Conditions

I. Application

1. Orders only become binding with regard to type and scope of delivery once they have been confirmed by the supplier. Amendments and additions must be made in writing.
2. In the case of ongoing business relationships these terms also apply to future transactions. Should individual provisions thereof be or become ineffective, the validity of the remaining provisions shall not be affected thereby.
3. Conditions of purchasing on the part of the purchaser are only binding on the part of the supplier if explicitly acknowledged by the latter.

II. Prices

1. Unless otherwise agreed, prices apply ex works exclusive of packaging and plus VAT/sales tax at the applicable legal rate.
2. Should the price be agreed on the basis of component weight, the final price shall be based on the weight of the outturn samples provided.

III Delivery and acceptance obligations

1. Delivery periods begin following receipt of all documentation required for the execution of the order, punctual material orders and agreed advance payments where applicable. The supply deadline is considered fulfilled upon receipt of the delivery advice note even when the actual delivery has become impossible through no fault of the supplier.
2. Should an agreed delivery period not be met through the fault of the supplier, the purchaser shall be entitled, to the exclusion of any further claims, to request a delay certificate, or to withdraw from the contract following a reasonable grace period, provided notification of the rejection of the delivery was given when the grace period was agreed. Compensation for delayed delivery shall amount to 1/2 % for each full week of delay, subject to a maximum total of 5% of the value of that part of the delivery which is not delivered in accordance with the agreement.
3. Reasonable part deliveries and deviations of up to ± 10% from orders are permissible.
4. The supplier is obliged to accept follow-up orders with reasonable delivery periods provided he holds property rights to the moulds of the purchaser or is obliged to keep his own purchaser-related moulds. This obligation entails no commitment to earlier price agreements.
5. For call orders without an agreement on terms, lot production sizes and purchase deadlines, the supplier can demand a binding agreement at the latest three months after confirmation of the order. If the purchaser fails to meet this requirement within three weeks, the supplier has the right to set a two-week extension period and then, if this period expires without result, rescind the contract or refuse to supply and claim compensation.
6. Cases of force majeure affecting the supplier or his subcontractors shall extend the delivery period accordingly. This also applies to intervention by the authorities,difficulties with the supply of energy and raw materials, strikes, lockouts and unforeseeable delivery problems, provided they are not attributable to the supplier. The supplier shall be required to minimize any inconvenience to the purchaser as far as possible, where appropriate by releasing moulds for theduration of the disruption.

IV Provided Materials

1. If materials are provided by the purchaser, they are to be delivered in a timely manner and in accordance with the agreed specification at the cost and risk of the purchaser, with a reasonable excess quantity of at least 5%.
2. If these requirements are not met, the delivery period shall be extended accordingly. Except for cases of force majeure, the purchaser shall bear the resulting additional costs, including those for the interruption of production.

V. Packaging, shipping and transfer of risk

1. Unless otherwise agreed, the supplier shall select the packaging and mode of shipment at his discretion.
2. The transfer of risk to the purchaser takes place, also for carriage paid delivery when the goods are dispatched from the supplier. In the case of delays in dispatch that are attributable to the purchaser, risk is transferred as soon as notification of readiness for shipment has been provided.
3. At the written request and cost of the purchaser, the goods shall be insured against storage, breakage, transport and fire damage.

VI. Retention of title:

1. The goods supplied will remain the property of the supplier until all claims held by the supplier against the purchaser have been settled, even if the purchase price for separately identified liabilities has been paid. In the event of a current account, the title reserved to the goods (conditional goods) is deemed to be security for the balance owed to the supplier.
2. Any processing by the purchaser is performed on behalf of the supplier with exclusion of acquisition of title under Section 950 of the German Civil Code; said supplier remains owner of the item created by processing which will serve as the conditional goods securing the supplier's claim as per paragraph 1.
3. If the purchaser processes (combines/mixes) the supplier's goods with other goods not belonging to the supplier, the provisions of Sections 947, 948 of the German Civil Code shall apply with the consequence that the supplier's co-owned part of the new item is then deemed to be the conditional goods as defined in these terms.
4. The purchaser is permitted to resell the conditional goods in the course of customary business operations, subject, however, to the proviso that he also agrees reservation of ownership with his customers as per numbers 1 to 3. . The purchaser is not authorised to dispose of the conditional goods in other ways, in particular by pledging or assignment as security
5. For the event of resale, the purchaser hereby assigns to the supplier the receivables owed to said purchaser from resale and any other claims against his customers with all subsidiary rights, such assignment applying until all the claims of the supplier have been settled. At the supplier's request, the purchaser must provide the supplier with all the information and written material required to assert the supplier's rights in dealings with the purchaser's customers.
6. If the conditional goods are resold by the purchaser with other goods not belonging to the supplier after processing as under numbers 2 and/or 3, assignment of the purchase price claim under number 5 shall only apply to the amount of the invoice value of the supplier's conditional goods
7. If the value of the securities granted to the supplier exceed the latter's total claims by more than 20%, the supplier shall be obligated at the request of the purchaser to release securities due to him at his discretion.
8. The supplier must be notified immediately of any attachment or seizure of the conditional goods by a third party. Intervention costs thus incurred will always be paid by the purchaser.
9. If the supplier exercises his reservation of ownership in compliance with the above provisions by repossessing conditional goods, he has the right to sell the goods on the open market or have them auctioned. The goods will be repossessed at the amount of the proceeds obtained but at no more than the agreed supply prices. The right to make further claims for damages, in particular loss of profits is reserved.

VII. Terms of payment

1. All payments are to be made in euros to the supplier only.
2. Unless otherwise agreed, the purchase price is to be paid as follows:
a) For moulds, 50% on confirmation of the order and 50% 30 days after presentation of the outturn samples agreed in the contract, both without discount is to be paid. In the case of change orders issued by the purchaser prior to production of the moulds and confirmation by the supplier, all costs incurred up to that point are to be refunded.
b) For parts deliveries or other work, payable within 30 days of the invoice date without deduction. 3. If payment is not made within the agreed period, interest will be charged at a rate of 2% above the basic interest rate of the Discount Transfer Act in as much as the supplier cannot provide evidence of higher interest expenses,
4. Cheques and rediscountable bills of exchange will only be accepted by way of fulfilment and all associated costs will be payable by the purchaser. Any offsetting of counter claims and the assertion of any right of retention on the part of the purchaser shall be inadmissible hereunder.
5. If the terms of payment are not observed or circumstances become known justifying serious doubts about the credit standing of the purchaser, all the claims held by the supplier will become payable immediately. In addition, the supplier has the right to require advance payments for orders still outstanding and to rescind the contract after granting a reasonable period of extension or to require compensation for non-performance; moreover, said supplier can prohibit the purchaser from reselling goods and repossess at the purchaser's expense any goods which have not been paid for.

VIII. Moulds

1. The price for the moulds also includes the costs of providing samples but not the costs for testing and subsequent adjustments or for changes requested by the purchaser.
2. Except when otherwise stipulated, the supplier is and remains owner of the moulds produced for the purchaser by the supplier himself or by a third party assigned by him. These moulds will only be used for the purchaser’s contracts as long as the purchaser meets his payment and purchase commitments. The supplier is obliged to replace the moulds free of charge only when the required production quantity necessitates its replacement. The supplier's obligation to store the moulds ceases 2 years after the last delivery out of the mould has been made and the purchaser has been informed beforehand. Both the offer and the confirmation of order must state whether the Purchaser will be reimbursed for the percentage paid cost of moulds at 5% of net parts deliveries.
3. If, on the basis of a separate written agreement, the purchaser is to assume ownership of the moulds, title shall only pass to the purchaser after the purchase price of the moulds has been paid in full. The handover of the moulds to the purchaser shall be replaced by the obligation of the supplier to retain them. Irrespective of any statutory surrender claim of the purchaser and irrespective of the service life of the moulds, the supplier shall be entitled to exclusive ownership up to the termination of the contract. The supplier must label the moulds as ‘outside property' and insure said property at the purchaser's request and expense
4. In the case of the purchaser’s own moulds as per Point 3 and/or moulds made available on loan by the purchaser, the liability of the supplier with regard to storage and upkeep is limited to the care applied to its own property. Costs for maintenance and insurance is borne by the purchaser. Should the moulds not be collected on completion of the order and following appropriate notification to the purchaser, the obligations of the supplier shall expire. Should the purchaser fail to meet his contractual obligations to the full, the supplier shall be entitled to retain the moulds.

IX. Liability for defects

1. When the supplier has advised the purchaser, he only warrants the functionality and suitability of the supplied goods after prior express assurance.
2. Notice of defects must be made in writing immediately, at the latest 2 weeks following receipt of the delivery. In the case of hidden defects this period is extended to 1 week following their detection, but no more than 6 months following receipt of the goods.
3. In the case of justified claims - whereby for quality and workmanship, the written released outturn samples are decisive - the supplier, at his discretion, is obliged to remedy the defect or provide a replacement free-of-charge. Should the supplier fail to meet this obligation within a reasonable period of time, the purchaser is entitled to demand a reduction of the purchase price or declare his withdrawal from the contract. Any further liability is excluded - insofar as permitted by law. Defective parts that have been replaced shall be returned at the request and cost of the supplier.
4. Reworking or inappropriate processing by the purchaser shall result in the loss of any claims based on defects. The purchaser is only entitled to rectify the defect in order to prevent unreasonable damage and to claim compensation for the appropriate costs after first notifying the supplier.

X. Property rights

1. The purchaser is liable vis-à-vis the supplier for the deliveries and services ordered being free from third-party property rights and is to release the supplier from any related claims and shall be liable himself for any damages incurred.
2. Design proposals, models, etc. from the supplier remain the property of the supplier and may only be used or passed on with his consent.

Xl. The place of performance and place of jurisdiction

1. The place of performance and place of jurisdiction is the headquarters of the supplier (Wuppertal) also for also for documents, bills of exchange and cheque proceedings.
2. German law shall apply exclusively. The application of the uniform laws of 17/07/1973 regarding the international purchase of movables (German civil code 1.73IS. 856) as well as the conclusion of international purchase contracts about movables (German civil code 1.73IS, 868) will be excluded.