General Terms and Conditions

I. Validity

1. All deliveries – also any future ones – will be subject exclusively
to these Terms and Conditions.
2. Deviating and additional terms of the Buyer shall not be
binding on us even if not expressly rejected by us.
3. Deviating and additional terms, alterations and supplementary
agreements must be confirmed by us in writing; these shall only
be binding for the respective individual contract.

II. Terms of contract

1. All our offers are without engagement.
2. The Buyer shall be bound to its purchase order two weeks
after receipt at Seller.
3. The Contract shall only become valid on being confirmed by us
in writing by mail or telefax. Orders placed verbally as well as
agreements, order amendments and revisions must be confirmed
by us in writing to be legally applicable. The receipt of a delivery
note or an invoice as well as the performance of delivery shall be
deemed as confirmation
4. Any documents accompanying our offers – such as sketches,
drafts, samples etc. – are only approximate and shall not be
considered binding unless expressly declared by us in writing.
These documents remain our property and we reserve all copyrights;
they may not be made available to third parties.
5. Indications of weights are only non-binding averages,
they are always approximate.

III. Prices

1. If it has been agreed upon list prices, the price lists valid on
the delivery day apply.
2. Our prices are calculated according to material prices, standard
wages and benefits as well as freight costs valid on the day of contract
conclusion. Should one of these pricing factors increase until the
execution of the Contract, we are entitled to adjust the price accordingly.
3. Our prices are quoted net ex works. They do not include legal VAT
unless this is specifically stated. Neither additional charges such as
packing, transportation and insurance costs as well as possible
installation and assembly costs nor fees for special inspection
tests and certificates are included in the prices.

IV. Terms of payment

1. Payment shall be made in full without any deduction and in Euro
within 30 days from date of invoice. For orders amounting to more
than Euro 100.000,- the following terms of payment apply: one-third
on receipt of our order acknowledgement, one-third on readiness
for dispatch and one-third within 30 days from date of invoice.
2. Debt compensatory effects only have payments to our well-known bank accounts.
3. We reserve the right to execute delivery C.O.D.
4. We reserve the right to accept drafts and cheques; the acceptance
is only on account of payment charging all costs and fees as well as
without engagement for presentation and protesting in due time.
5. Should the Buyer be in default of payment, we will be entitled –
subject to assertion of further claims – to charge interest at 3% above
the base lending rate.
6. In case the Buyer defaults on his payments arising from any existing
contract for more than 14 days, suspends payments or if there is any
considerable deterioration of the financial circumstances of the Buyer,
our claims arising from all existing contracts with the Buyer will
fall due for immediate payment. Any granted respites or other
extensions of payment – also those by acceptance of a draft – will stop.
We reserve the right to forbid the resale or the processing of goods
that are still our property; on our demand the goods have to be returned
immediately. For goods not yet dispatched we will be entitled to require
advance payment or security.

V. Delivery, delivery period

1. Delivery dates and delivery periods that have been stated without
engagement shall only be approximate. When a delivery date has been
exceeded by 2 weeks, the Buyer may request us in writing to deliver
within a reasonable period. The period for delivery shall commence
on the date of our order acknowledgement, though not before
receipt by us of any documents, complete technical specification,
approvals, clearances, supply of material to be provided by the Buyer
or of any other important condition for the performance of the Contract
or of any agreed down-payment; the same applies for the change of
delivery dates.
2. Our duty to deliver shall be suspended for as long as the customer
in arrears with fulfilment of his contractual obligations.
3. In the event of force majeure or unforeseeable circumstances,
including but not limited to difficulties in the procurement of materials,
breakdowns or interruptions in the production process, interruptions
of delivery – also if they occur at sub-suppliers – we shall be released
from our performance obligation for the duration of such disruptions
as well as an appropriate lead time and to the extent of their impact.
This shall also apply even if the difficulties occur during an already
existing delay.

VI. Passing of risk, dispatch

1. The risk shall pass to the Buyer at the latest on dispatch of the goods
from our works. If shipping is delayed for reasons beyond our control,
the risk shall pass to the Buyer on notification that the goods are ready
for shipment.
2. All deliveries, also any return deliveries, shall take place at the risk
of the Buyer. In the absence of any Buyer’s instructions, the mode of
dispatch, the dispatch type sequence and the packaging shall be
chosen in our discretion according to the standard at Buyer’s cost. The
consignment will only be insured at Buyer’s disposition and expenses.
3. The Buyer shall accept delivery of the goods, even with defects, but
without any prejudice to his warranty rights acc. art. IX.

VII. Retention of title

1. We reserve title to goods delivered by us until payment in full of
all our claims which result from our business relationship with the
including all subsidiary claims and until such time as any bills of
exchange or cheques provided to us have been honoured. In case
of a current account the reserved goods shall serve as security for
any outstanding balance claim.
2. All further processing or manufacture of or with the reserved goods
by the Buyer shall be done on our behalf without any charge for us
and without any obligations being thereby incurred by us. In the
event of the reserved goods being used for manufacture or in
combination with other goods, we shall acquire co-title to the new
item in the same proportion as the value of the reserved goods
to the value of the other goods involved at the time of manufacture
or combination. The items to which we have co-title constitute
reserved goods within the meaning of the provisions in art. 1.
Where as a result of combination the Buyer acquires sole title,
he already herewith assigns co-title to us in the same proportion
as the value of the reserved goods to the value of the other goods
involved at the time of combination. In the aforesaid cases the
Buyer shall keep the item to which we have title or co-title, which
shall likewise constitute a reserved good within the meaning of
the provisions in art. 1, on our behalf free of charge.
3. The Buyer already herewith assigns to us in the amount of the
value of the reserved goods together with all collateral rights all
claims accruing to him from resale of the reserved goods. The
same shall also apply accordingly if the reserved goods are
incorporated as a major component into the real property of a third
party. Where we have co-title to the reserved goods, claims are
hereby assigned to us in an amount equivalent to our share in
the total value. This advance assignment shall also include any
claims to balances on current account.
4. The Buyer is not permitted to pledge or to assign the reserved
goods as security. In case of any pledge as well as seizure or other
the Buyer has to inform us without undue delay.
5. In the case of any delay in payment or impending suspension of
payments, enforcement by write or protest of a bill of exchange
against the Buyer or failure by the Buyer to fulfil his obligations
towards us, we shall have the right to take possession of the
reserved goods and the Buyer shall have a duty to release them
to us. Assertion of our reservation of title and seizure of the delivery
item by us shall not be deemed rescission of the contract.
All costs of recovery and realization shall be borne by the Buyer.
On our request, the Buyer shall provide us without delay with a
list of all claims assigned to us in accordance with the foregoing
art. 3.
6. We undertake, on request of the Buyer, to release any securities
provided to us to the extent that the value of the securities exceeds
the value oft he secured claims by more than 20%, whereby the
choice of released securities shall be ours.

VIII. Testing methods/Final inspection

1. 100% of the purchased products are to be tested acc. to
DIN 3230 T3 in our works. The manner and the extent of any further
tests as well as the issue of test certificates resp. material
certificates have to be clarified in detail on conclusion of the
contract at the latest.
2. Test certificates acc. to EN 10204-2 are to be issued without
any charge. Test certificates acc. to EN 10204-3.1 will be charged
separately. Any inspection tests requested by the Buyer are to be
effected in our works immediately on notification that the goods
are ready for inspection. If the Buyer does not participate in time,
not completely or not at all at the inspection, we have the right to
dispatch the goods without execution of the acceptance inspection
or to store the goods at risk and expenses of the Buyer.

IX. Warranty

1. For defects in the delivered goods we assume liability as follows:
a) The delivered part will, whichever we at our choice deem fit,
be remedied or replaced, if it proves to be unserviceable or its
serviceableness proves to be not insignificantly impaired due to
circumstances occurring before the risk was passed. All replaced
parts shall become our property. If remedy or replacement is not
made within a reasonable period in consideration of our delivery
facilities, the Buyer may at our discretion demand either the
cancellation of contract (redhibitory action) or a reduction of
price (abatement). In respect of major third-party products, our
liability shall be limited to assignment of the liability claims to
which we are entitled against the supplier of such third-party
products.
b) Condition for guarantee is, that the Buyer gives written notice
of any defect without delay, within 8 days at the latest. The term
starts at the point when the Buyer has discovered the defect or
could have discovered the defect when inspecting the delivered
part carefully. In any case, the Buyer has to give notice of a
defect within 8 weeks.
c) Warranty claims shall become statute-barred after 6 months
from the date of passing the risk to the Buyer.
d) To enable us to make any remedies or replacement deliveries
which we deem necessary at our reasonable discretion, the Buyer
shall, after consultation with us, allow us the necessary time and
opportunity for making any such remedies and replacement
deliveries, otherwise we shall be released from our liability for
defects. Only if we are in delay in remedying a defect shall the
Buyer have the right to remedy the defect himself or to have it
remedied by a third party.

XI. Property rights

In case we manufacture goods according to Buyer’s specifications
or documents, the Buyer guarantees that trademark rights of third
parties will not be infringed; this applies also if we have
participated on the design and development or have designed
according to Buyer’s specifications. If third parties forbid, under
reference to trademark rights, the manufacture and delivery
of such goods we will be entitled, without checking the legal
situation, to stop any activity and to claim compensation for
damages. Furthermore, the Buyer commits to release us
immediately from any claims by third parties.

XII. Transferability of rights, set-off, retention/withholding

The Buyer may transfer its rights basing on the contract with us,
in full or in parts, to third parties only with our prior written approval.
Set-off against a counter-claim is only permitted if the counter-claim
is uncontested or has become res judicata. The Buyer shall only be
entitled to enforce a right of retention against our claims if the right
of retention is based on the same contractual relationship as our
claims.

XIII. Information and advice

All information on application possibilities of our products, technical
advice, data in documents etc. are given to the best of our knowledge,
but non-binding and excluding any liability; any information given by
us does not release the Buyer from its own testing our products on
the suitability for theintended application.

XIV. Final clauses

1. Place of fulfilment for all deliveries and performances is
Mönchweiler (Black Forest).
2. Court of jurisdiction is Mönchweiler (Black Forest). We shall also
be entitled to sue the Buyer before the court having jurisdiction over
the Buyer’s place of business.
3. All rights and obligations shall exclusively be governed by
German law, unless compulsory legal provisions provide to the
contrary. The application of the Unified Sale of Goods Acts is
excluded.
4. Should any of the provisions of these terms and conditions be
void or become invalid, this shall have no effect on the validity of
the remaining provisions.

AZ-Armaturen GmbH, Mönchweiler (Black Forest)