Sales, Delivery and Payment Terms as of 1 May 2008

For all offers and sales, the following conditions apply; which the buyers acknowledge by accepting the offers or invoices.

1. Offers, Recommendations, Consultations

Our offers are only valid for immediate acceptance; otherwise, they are non-binding. Stock information is always provided on a non-binding basis. Samples and trials are non-binding framework indications. Recommendations and consultations are made to the best of our knowledge and belief, but are non-binding. We are not liable for any omission or inaccuracy in a consultation, regardless of whether the customer requested our advice.

2. Pricing

The pricing is always based on our prices valid on the day of delivery, ex-warehouse, plus the statutory value-added tax, unless otherwise agreed and noted.

3. Shipping and Assumption of Risk

The shipping is always at the risk of the buyer and, unless otherwise agreed, at the buyer's expense. The risk passes to the buyer upon delivery of the goods to a carrier, at the latest when leaving our warehouse, in the case of direct transactions from the factory or warehouse of our supplier, even in the case of free delivery.

4. Delivery

Agreed delivery deadlines are only approximate unless a fixed transaction has been agreed in writing. If we have not delivered even after a written extension of at least two weeks, the purchaser is entitled to withdraw from the contract. Further claims due to exceeding the agreed delivery deadlines are excluded. Events of force majeure as well as strikes, plant closures, operational disruptions, transport difficulties due to a shortage of vehicles or containers, railway and road blockades, and all facts beyond our control release us from the obligation to deliver for the duration of the hindrance.

5. Payment

10 days 2%, 30 days net. However, the prerequisite for taking advantage of the discount is that there are no outstanding older invoices. The discount is granted only on the net invoice amount. If the payment deadline is exceeded or if payment is not made in full and on time, the buyer will be in default even without a reminder. We are entitled, without prejudice to other claims, to demand default interest from the due date at a rate of at least 3% above the respective discount rate of the Deutsche Bundesbank. If it becomes apparent after the conclusion of the contract that the buyer's creditworthiness is not suitable for granting credit, the seller is entitled, at their discretion, to demand advance payment or security for due or not yet due claims from all contracts and to refuse performance until advance payment or security is provided.

6. Property Law

The goods remain our property until full payment has been made (in the case of cheques and/or bills of exchange, until their final redemption). Ownership only passes to the buyer once they have settled all their liabilities arising from our deliveries of goods. In the case of an ongoing account, the reserved ownership serves as security for our balance claims. The buyer is entitled to sell the goods in the ordinary course of business. Pledges or transfers of security are prohibited. The buyer must notify us immediately of any other infringement of rights by third parties. If the buyer sells the goods delivered by us, they hereby assign to us, until all our claims from deliveries of goods and services have been fully settled, any claims arising from the sale against their purchaser, along with all ancillary rights. By processing the reserved goods, the buyer does not acquire ownership of the new item in accordance with § 950 BGB. The processing is carried out by the buyer for the seller, without any liabilities arising for the seller. If the reserved goods are processed, the seller acquires co-ownership of the new item to the extent of the invoice value of the reserved goods that have been processed into the new item.

7. Complaints about defects and warranty

Complaints can only be made by the purchaser before the use, sale, or mixing of the goods. They must be submitted in writing within 8 days of receipt of the goods. Defects identified after this period must be reported to us in writing without undue delay, meaning without culpable hesitation, and can only be acknowledged if they could not be recognised through inspection of the goods within a period of 8 days after delivery. Complaints made after one month from receipt of the goods are excluded in all cases. In any case, defects that were already identifiable upon proper inspection before use, sale, or mixing of the goods can only be raised if the complained-about goods are still in the packaging we used. In the case of a justified complaint, the purchaser is entitled to a replacement of the goods. Claims for rescission, reduction, or damages are excluded, and in particular, claims for compensation for any consequential damages are also excluded.

8. Damages

Any claims for damages by the purchaser, which may arise directly or indirectly in connection with the order, delivery or use of our goods, regardless of the legal grounds, are fundamentally excluded. This is unless we, our assistants or agents have caused the damage through gross negligence or intent. In the case of damage caused by gross negligence, the claim for damages of a purchaser who is a merchant is limited to the compensation for foreseeable damage. A claim for damages by a purchaser who is not a merchant due to delay or impossibility resulting from slight negligence will not be considered.

9. Place of performance and jurisdiction

The place of performance for the delivery (also in the case of free delivery) is the respective shipping location, with Willich as the seat of the seller for payment. The jurisdiction for all parties involved, including for bills of exchange and cheque claims, is Krefeld. The choice of another permissible jurisdiction is at our discretion.