AGB

Terms and Conditions of Sale and Supply :

1.	General Provisions / Effectiveness
1.	Our Terms and Conditions of Sale and Supply („these Terms”) are effective exclusively. We will not recognise any terms and conditions of the customer conflicting or differing from these Terms unless we have expressly consented to their effectiveness in written form. Our Terms will also be effective if we perform the delivery to the customer without reservation while being aware of the customer’s conflicting or differing terms and conditions.
2.	All agreements made between us and the customer in respect of the performance of this contract must be put down in writing in the contract.
3.	These Terms are only effective towards enterprises in the sense of § 14 BGB (Civil Code) and public-law juristic persons or public-law special funds.
4.	Our Terms are effective also in respect of all future business with the customer.

2.	Offers / Conclusion of Contract / Quotation Documents
1.	Our offers are without obligation and non-committal. This applies particularly to the documents relating to the offer, such as pictures, drawings, weights and dimensions.
2.	The contract will be deemed concluded only upon receipt of an written order confirmation by the customer. The assumption of a guaranty requires an express written declaration to this effect.
3.	We reserve the property rights and copyrights to pictures, drawings, calculations and other documents: these shall not be made available to third parties. This shall apply, above all, to such written documents which are designated as „confidential”: before passing on any such documents to third parties, the customer must obtain our express written approval.
4.	We reserve the right to make customary changes to the supply quantity and conditions of the goods. Such changes must be accepted by the customer if they are immaterial an if the customer can be reasonably expected to accept them.

3.	Prices / Payment Terms
1.	Unless stated otherwise in the order confirmation, our prices are for goods delivered „ex works” and are exclusive of packing, packing and shipping charges, if any, will be charged separately.
2.	Our prices are exclusive of Value Added Tax; for domestic sales, VAT will be shown separately in the invoice at the statutory rate applicable on the day of invoicing.
3.	Cash discounts must be specifically agreed in writing.
4.	Unless agreed otherwise, the purchase price becomes due upon receipt of the invoice and is payable without discount within 14 days.
5.	The customer may set off counterclaims only if non-appealable, uncontested or recognised by us. A right of retention may be exercised by the customer only if its counterclaim concerns the same contractual relationship.

4.	Delivery
1.	The delivery periods stated by us will begin only when all technical questions have been sorted out.
2.	Fulfilment of our delivery obligation shall be conditional on the timely and proper fulfilment of the customer’s obligations.
3.	Our failure to meet the delivery date will entitle the customer to withdraw from the contract only in accordance with § 8. A claim to damages will likewise arise only in accordance with § 8.
4.	Unless otherwise agreed, delivery will be „ex works”. At the customer’s request, the goods will be shipped to another place of destination at its cost. Risk shall pass to the customer upon handing over oft the goods to the customer or, in case of shipment, upon handing over to the carrier. If the customer so requests, we will take out a transport insurance for the delivery, the cost of such insurance to be borne by the customer.

5.	Patterns / Tools
1.	As far as any mouldings or stamped articles are to be delivered requiring the manufacture of patterns and/or tools, we will remain the owner of the patterns and tools manufactured by us or by third parties instructed by us. Such patterns and tools will be kept by us free of charge for possible follow-up orders for two years since the last delivery of the articles applied for manufacturing the patterns or tools. After expiry of this period, we will be obliged to keep the patterns and tools only if this is agreed and only against payment. We will inform the customer with at least one month’s written notice of the expiry of such period.
2.	IIf it is agreed that the customer will become the owner of the patterns and/or tools, ownership thereto shall pass to the customer after payment of the price shown in the order for such patterns or tools. If no price is specified, ownership to the patterns or tools will pass to the customer upon payment of the total compensation indicated in the order for the plastics to be manufactured with these patterns or tools. If it is agreed after placing of the order that ownership to the patterns or tools shall pass to the customer, the customer will acquire ownership to such patterns or tools upon payment of the compensation specified in such agreement. In place of us handing over the patterns or tools to the customer, they will be held by us for the customer in accordance with sub-paragraph 1. During such holding period, we may only act as possessor of the patterns and tools. We will designate the patterns and tools as third-party property and, at the customer’s request, will insure them at its cost.
3.	The patterns and tools referred to in sub-paragraphs 1 and 2 above will be used solely for performing the orders of the customer.
4.	Any changes to patterns or tools which are requested by the customer after placing of the order by providing us with new information or change request must be compensated by the customer separately. Such additional compensation will be determined in the written agreement regarding the performance of such changes.

6.	Liability for Defects
1.	The customer’s warranty rights are subject to the customer’s proper compliance with its inspection and complaint obligations set forth in § 377, 378 HGB (Commercial Code).
2.	If, upon passing of the risk, the goods are found to be defective, we will have the option to make subsequent performance by rectifying the defects or to make additional delivery.
3.	After a period set by the customer for subsequent performance has elapsed without results (no such period must be set in the cases laid down by law, especially where subsequent performance fails), the customer may reduce the purchase price or, unless the defect is insignificant, rescind the contract. A claim for damages on the basis of a defect will arise only in accordance with § 8 below.

7.	Rescission
	Even if the other statutory requirements are met, the customer may not rescind the contract on the ground of a breach which is not a defect in the goods if we are not responsible for such breach.

8.	Damages
1.	Except in the event of a breach of material contractual obligations, we will be liable only for damage caused by us, our statutory representatives or vicarious agents with intent or gross negligence.
2.	Except where we, our statutory representatives or executives employees have acted with intent or gross negligence, our liability shall be limited to the damage which is typically foreseeable at the time of conclusion of the contract.
3.	The exclusions and limitations of liability stated above shall also apply to concurrent claims based on tort and to the extent that claims are advanced against our statutory representatives or vicarious agents personally.
4.	Claims to damages which result from the violation of an other’s life, body or health, as well as damage claims under the Product Liability Act, shall remain unaffected by the above.

9.	Limitation
1.	All claims of the customer under the contract will become time barred after expiry of one (1) year from delivery. If no delivery took place, the period of limitation will start to run at the end of the year in which the claim accrued. Any shorter statutory limitation periods shall prevail.
2.	Notwithstanding the above, the statutory limitation period shall apply in the following cases: - if we are liable on the basis of a guaranty regarding the quality of the goods delivered, - in case of damage claims resulting from the violation of an others’ life, body or health, - in case of damage claims resulting from the violation of material contractual obligations and in case of the grossly negligent or wilful violation of other obligations, - in case of claims under the Product Liability Act.

10.	Retention of Title
1.	We retain title to the goods until we are in receipt of all payments due under the contract of delivery. Should the customer act contrary to the contract terms, particularly by being in payment delay, we shall be entitled to take back the goods. The take-back of the goods by us does not constitute rescission of the contract unless we have explicitly declared so in writing. The seizure of the goods by us shall always constitute a rescission of contract. After taking back the goods, we are entitled to realise them, and the returns of realisation will, after deducting reasonable realisation costs, be credited against customer’s obligations.
2.	The customer is obligated to handle the goods in a careful manner; in particular, the customer is obliged to insure them at its own cost sufficiently to the amount of their original value against fire, water damage or damage through theft. To the extent that maintenance an inspection services are necessary, these shall be carried out by the customer at its own cost in a timely manner.
3.	In case of seizure or other interfering measures of third parties, the customer must inform us immediately in writing so that we can file a lawsuit pursuant to § 771 ZPO (Code of Civil Procedure). To the extent that the third party should not be in a position to reimburse us for any of the incurred court or out-of-court costs in connection with a lawsuit pursuant to § 771 ZPO, the customer will be liable for any loss incurred by us.
4.	The customer is entitled to resell the goods in the ordinary course of business; however, the customer already assigns to us all of the customer’s claims against its customers or third parties in the amount of the total invoice sum (including Value Added Tax) resulting from the resale, independently of whether the goods were resold after or without any further processing. Notwithstanding this assignment, the customer remains authorised to collect such receivables. Our entitlement to collect the receivables ourselves remains untouched. However, we obligate ourselves not to collect the receivables as long as the customer meets its payment obligations resulting from collection of the payment returns, is not in payment delay and, above all, as long as not petition for the opening of bankruptcy or composition proceedings has been filed or a suspension of payment has occurred. Should this be the case, however, we may demand that the customer inform us of all assigned claims an their debtors, forward all data necessary for the collection, hand over all documentation connected therewith and inform the debtors (third parties) of the assignment.
5.	Any processing or conversion of the goods delivered by the customer will always be undertaken for us. Should the goods be processed together with other items not belonging to us, we shall acquire joint ownership of the new items proportionately to the value of the goods in relation to the value of the other processed items at the time of processing. Concerning the items newly created by the processing, the same agreements shall apply as for the goods delivered under distraint.
6.	Should the goods be intermixed inseparably with other items not belonging to us, we shall acquire joint ownership of the new item proportionate to the value of the goods in relation to the value of the other goods intermixed at the time of intermixture. If the intermixture occurs in such a way that the customer’s item must be considered the essential item, it will be deemed agreed that the customer transfers proportional joint ownership to us. The customer holds the sole or joint ownership originating therefrom in custody for us.
7.	The customer furthermore assigns to us collateral those claims against third parties which arise form connecting the goods with a piece of land.
8.	We obligate ourselves to release the collateral upon demand by customer to extent that the value of the collateral should exceed the secured obligations by more than 20%, based on the values indicated in the outstanding invoices.

11.	Place of Performance / Place of Jurisdiction / Choice of Law
1.	If the customer is a fully qualified merchant (according to the German Commercial Code), the place of jurisdiction will be at our registered office.We may opt to sue in the Amtsgericht (Local Court), even if the amount in dispute should go beyond the Amtsgericht’s competence in the particular case.We are entitled to sue the customer in the court of its registered office as well.
2.	Unless agreed otherwise in the order confirmation, the place of performance shall be at our registered office.
3.	The contract shall be construed in accordance with the laws of the Federal Republic of Germany, excluding the regulations of the Convention on Contracts for the International Sale of Goods of 11. April 1980. In case of any disputes regarding to these General Terms and Conditions of Sale, the German vision shall prevail.

12.	Effectiveness of Contract
	Even if individual provisions or any sections of these General Terms and Conditions of Sale should be invalid, the contract will remain in force. Any gap arising after the cancellation of any invalid provision shall be filled in the sense of the contract according to the statutory provisions.

Version October 2002