All services, including any suggestions and consultations, are provided according to the following conditions:

1. Agreement

a) The business terms and conditions of the Contract Partner are hereby to be considered obsolete- even if we do not expressly contradict them after they have been received.

b) Any information in brochures and other advertisement and over the telephone is subject to alterations. Information over the telephone is nonbinding as long as it has not been confirmed in writing. Information found in our order confirmation becomes part of the contract when the Contract Partner does not immediately contradict it after it has been received.

c) We reserve all rights to retain cost estimates, illustrations and documents as our property. They may not be given access to by any third party without our consent.

d) Regarding any changes and supplements to the contract, the content in our written confirmation is definitive when the contract partner does not immediately contradict it after it has been received by the Contract Partner.

e) Obvious deviations in the technical execution or in the ordered amount are considered as an amendment in the contract or as a non-verbal contractual change if the Contract Partner receives the delivery and does not immediately claim the deviations.

f) The interpretation of the international trade clauses follow the Incoterms which are herewith expressly agreed to.

g) Instructions, illustrations, certificates, as well as other technical documents are, unless otherwise agreed upon, in the German language and will only be made available as is standard within the industry. Translations and further clarifications are to be carried out as requested by the Contract Partner only at an extra charge and exclusive of any guarantee to the correctness of its contents.

2. Prices, Terms of Payment

a) Should it otherwise not be expressly agreed upon, prices are quoted ex works excluding packing and bundling, but including loading. Upon return of multi-utilisable boxes in usable condition, 2/3 of the calculated value of the box will be remunerated- the Contract Partner is to bear the cost of return transport.

b) Partial deliveries are to be calculated separately.

c) Charging us with counterclaims is barred as long as they do not concern uncontroversial or lawfully established claims. Right of retention by the Contract Partner is not allowed.

d) The offered prices are the valid prices on the day of the offer. The price in the order confirmation is valid, if the Contract Partner does not contradict it after it has been received.

e) Bills of exchange, as far as it has been agreed upon, and cheques are accepted as method of payment.

f) Our claims are due immediately independent of the period of validity of the given bill of exchange, if the agreed terms of payment are not adhered to or, after conclusion of the agreement, we receive information concerning the credit-worthiness of the Contract Partner.

We reserve the right to delivery only upon down-payment and, following an appropriate period of notice and threat of decline from the contract, may withdraw from the contract or claim compensation due to default.

Further, we may prohibit any resale and/or the installation of the delivered goods and may demand their return or transfer of the indirect property, to be paid for by the Buyer, as well as cancel the authority to confiscate. The Buyer agrees hereby to the seizure of the delivered goods in the aforesaid cases.

3. Delivery times/ Delay / Right of cancellation

a) The agreed-upon delivery period begins at the sending of the order confirmation, but not before all necessary document, permits, clearances, clarification of all business and technical details, as well as the transfer of the agreed down payment by the Contract Partner as been completed.

b) The agreed delivery period is perceived to be according to schedule when the deadline for the object to be delivered has left the factory or the readiness-for-delivery has been notified.

c) Unexpected events out of our control will lengthen the delivery time as is deemed necessary. This includes delays in the delivery of important raw materials and other materials from our suppliers as well as fuel and other types of energy, operational disturbances, labour movements, strikes, lock-outs, important production parts that become defect due to such disturbances, interruptions in freight transports and any other such disturbances in cases of force majeure.

The same applies when any necessary permits or documents from authorities or others are not received punctually in order to carry out the delivery.

d) In cases involving Point c) the Buyer is required to extend the duration of Letters of Credit issued by him/her, transfers, etc, likewise import licences and currency authorisations.

The Buyer is to be informed of the start and end of such obstacles in important cases, as soon as the circumstances become completely clear.

e) The Contract Partner may withdraw from the contract or claim compensation for damages only when the delivery times had been exceeded due to gross negligence or was intentional, or when delays have occurred, and an appropriate extension of at least 4 weeks had been set upon us.

We reserve the right to declare our withdrawal from the contract when the obstacles/disruptions to completion named in c) were not foreseeable at the agreement of the contract and a later fulfilment of the contract is then unfeasible for us. Unfeasible is meant by when the Contract Partner is not prepared to accept an appropriate adjustment to the price should there any additional expenditure arise.

4. Passage of Risk, Shipping, Acceptance of Delivery

a) The danger of an accidental destruction of the contract object is transferred over to the Contract Partner at the time of readiness-to-deliver, and in the case of an agreed delivery time, at the time the object leaves the plant- even when carriage-free or trade clauses of other content had been agreed upon.

b) Delivered objects, even if they contain faults, are to be accepted by the Contract Partner, regardless of its rights deriving from Clause 6. Partial deliveries are permissible.

c) Should an agreement to the method of shipment not be set, transport will take place at our discretion without guarantee of the lowest-cost or quickest means of transport.

d) Should the Buyer not pick up the delivery punctually, the duty of payment remains unchanged. We then reserve the right to store the goods at the cost and risk of the Buyer. The delivery and upholding of the delivery period presumes the fulfilment of all contractual duties by Buyer.

e)The Contract Partner is fundamentally obliged to accept partial deliveries unless the prerogative to make partial deliveries it is expressly and individually stipulated in the contract as unacceptable.

5. Reservation of Proprietary Rights

a) All delivered goods remain our propriety until the fulfilment of all outstanding bills has been settled. This is effective even when payments on specific claims have been made.

b) Should the goods subject to reservation of title be joined with other goods by the Contract Partner, we are entitled to joint ownership of the new object in proportion to the invoice value of the goods subject to reservation of title with the invoice value of the other item involved.

Should our property be dissolved by such a joining, then the Contract Partner immediately transfers its ownership right to the new stock or item in as far as the invoice value of the good subject to reservation of title. It shall safekeep the object free of charge for us. The resulting joint ownership shall be considered as goods subject to reservation of title as in a).

c) The Buyer may only sell the goods subject to the reservation of title in its usual running business as long as it is not has not fallen into arrears, on condition that the our claim be settled through the resale according to d) and e). It is not permitted to use the goods subject to reservation of title for other purposes.

d) The claim of the Contract Partner from the resale of the goods subject to reservation of title now corresponds to the share of the goods subject to reservation of title ceded to us.

e) The Contract Partner is authorised to make claims from the re-sale until we contradict it at any time. We will utilise our right to revocation only in cases named in Clause 2. The Contract Partner may not cede from the claim. At our request, the Contract Partner is required to inform us concerning the cessation of its Buyer and to give to us any necessary information and documents that involve the withdrawal.

f) Should the value of the existing security exceed the secured claims by more than 20%, we are then obliged to release the security of our choice at the request of the Contract Partner. We must be immediately informed of any seizures or other restrictions by any Third Party.

g) ) Is the reservation of title on a property or the cession not effective in the region in which the goods are located, the security of the reservation of title or the cession in this region becomes effective. Should the cooperation of the Contract Partner be necessary, he/she is then expected to undertake all necessary measures in which to establish and support these laws.

h) In instances of Clause 2. f), we reserve the right to view the goods subject to reservation of title, to denote them as being our property and to isolate them. The Contract Partner also agrees to bear the cost of their removal.

6. Guarantee

a) Guarantee for utilisation for the purpose of any particular application that are not expressly agreed upon and for any other technical usages, is not assumed.

b) The guarantee and liability will be excluded, if the contract partner fails to check the goods immediately following receipt and does not immediately report any possible failures, as required by the Paragraph 377 of the German Commercial Code (HGB).

c) Delivered goods or parts thereof are to be repaired at no cost or is to be delivered again, if its usage is significantly hindered due to faulty design or construction.

The Contract Partner may reduce the amount agreed upon or withdraw from the contract only after it has twice provided the opportunity for rework.

Any further claim for compensation due to damages of any kind is effective only if they were intentional or due to gross negligence, including damages on material that were outsourced. The liability according to the Product Liability Law is hereby unaffected.

d) Worn parts are excluded from the guarantee and liability. The liability according to the Product Liability Law remains unaffected.

e) The guarantee period is 12 months. It begins at the notification of readiness for delivery to the Contract Partner or at the shipping of the goods. This period is to only to be interrupted when the claimed failure has been expressly acknowledged by us.

7. Court of Jurisdiction, Applied rights
a) The place where the contract is to be fulfilled and the Court of Jurisdiction are in Neuss, Rhine.

b) The effectiveness of the contract and thereby resulting rights and duties are judged according to German law.

Should the effectiveness of the German Law or a contractual stipulation be contrary to any compelling laws of the country in which the Contract Partner is based, or is contrary to any compelling international or supranational law, then the stipulation which fulfils the business purpose that comes closest to the ineffective stipulation is effective.