This is valid for all subsequent orders (esp. email):

The place of fulfilment for the supply of all services pertaining to the delivery contracts is the business domicile of the Seller.

The Court of Arbitration (also applicable to any litigation on exchange rates and payments by cheque) is either in Waldbröl/Gummersbach, Germany or at any other location where the business of the Seller is registered. The Court of Arbitration appealed to in the first instance will be competent.

1. All sales transactions are effected at predetermined appointments and for agreed quantities, product types and qualities. Slight changes to the purchase order confirmation are subject to approval. The contents of the order confirmation will prevail. Should the order confirmation deviate as defined above from the purchase order, the customer has the option of objecting thereto within one week upon receipt of said order confirmation. If an objection has not been filed, then both parties will be bound to the present Terms and Conditions.

2. The Seller reserves the right to reduce the quantity of goods ordered by a maximum of 6% of the order value.

1. The delivery of the goods is effected ex works. The shipping costs will be charged to the Customer.

2. Packaging materials are only then charged for if the Customer expressly requests special packaging materials.

3. Partial shipments are permitted. Deliveries effected in advance of the agreed date will be subject to a valuta up to the agreed delivery date.

4. The goods will be shipped uninsured unless otherwise agreed.

5. Should the acceptance of the goods not have taken place within the stipulated term through a fault of the Buyer, the Seller will have the option of either granting an extension of 10 days, of issuing an invoice for the backlog, of relinquish the contract or of claiming expenses and damages against the Buyer.

1. In case of force majeure, strikes or such unintentional disruptions in the plant of the Seller that have had or are expected to have a duration of more than 1 week, the delivery date or the acceptance date will be postponed by said duration without prior notification, however, up to a maximum of 5 weeks plus the agreed duration of the post-delivery. This extension period will not take place if the other party is immediately informed about the reasons of the impediment as soon as it is recognised that the delivery dates mentioned will not be met.

2. If the delivery or the acceptance of the goods has not been effected within the terms agreed upon, the other party hereto has the right to relinquish the contract, respectively. However, this intention must be communicated to the other party to the contract in writing or per registered mail or via facsimile at least 2 weeks prior to taking advantage of the relinquishing rights.

3. If the impediment has lasted for more than 5 weeks and, upon request, the other party to the contract has not been notified immediately that either the expected delivery or the acceptance of the goods will take place in good time, then the other party will have the right to relinquish the contract with immediate effect.

4. The rights of claim are invalidated in the case mentioned above.

1. Upon expiration of the delivery term, a post-delivery period equal to that of the intended delivery period will be aimed to supply the backlog, however, within 12 working days at the most. Upon expiration of the past- delivery period, the contract may be deemed to have ratified, however, at the exclusion of any rights to claim for compensation. Resignation from the Contract in accordance with the second phrase of section 1 will not take place if the Buyer indicates to the Seller within the term of the delivery period that he persists on the full execution of the Contract. However, the Seller is freed from the obligation to make the delivery if, upon questioning the Seller, the Buyer does not confirm within the term of post-delivery that he persists on the execution of said Contract. Fixings are not accepted.

2. Should the Buyer intend to make claims for damages because of the non- execution of the Contract, he is obliged to grant the Seller a period of extension of 4 weeks with the clear indication that he would refuse to accept the order after expiration of the said period of extension. The period of extension starts from the date at which the Buyer makes this known to the Seller in writing per registered mail or via facsimile. This stipulation only applies in the case of sentence 2, section 1, instead of the right to cancel, stipulated in the said sentence if the deadline set by the Buyer has reached the Seller within the post-delivery period.

3. Before the extension period has expired, claims of late delivery made by the Buyer against the Seller shall not be valid.

1. Claims must be sent to the Seller within 12 working days upon receipt of the goods, in the case of invisible defects as from the knowledge of the defect.

2. Slight or unavoidable deviations in the characteristics of the goods that may be expected in the quality of commercially available products such as colouring, width, weight, fittings or design may not become subject of a claim.

3. In the case of justifiable claims, the Buyer has the right, within 10 days of receipt of the returned goods to demand improvements to be made to said goods or for the supply of replacement goods.

4. After expiration of the terms mentioned in section 3, it is understood that a credit note will be granted of the purchase price of the justified returns excluding other rights (except on intent/criminal negligence), in case the Buyer has not given the Seller a different report when complaining. Costs incurred in returning the goods shall not be reimbursed.

5. So far as damages are being owed, they are limited to 20% of the purchase price except physical damage or at least grossly negligent causing.

6. The claims of the Buyer due to a delivery of defective goods come under the statute of limitations within 12 months upon delivery except in the case of malicious intent of the Seller.

1. The invoice is issued on the day of the delivery or when the goods are put at the disposal of the Buyer. A postponement of the date of expiration of the invoice (valuta) is basically not acceptable.

2. Invoices are to be settled:
within 10 days of the issue date of the invoice and with a speed discount of 4%;within the 11th and 30th day of the issue date of the invoice with a discount of 2.25%;as of the 31st day of the issue date of the invoice without discount.

3. If the payment by bill of exchange is accepted instead of cheque or money transfer, an additional charge of 1% of the value of the bill will be made on the draw on a net target of the 61st day of the invoice date.

4. Payments made will be exclusively used for the settlement of the older debt due and will include interest applicable to late settlements.

5. The date considered as being the date of payment is always the one officially shown on the transfer document. In the case of bank transfers, the day prior to the crediting to the bank will be considered as the day of settlement.

1. Payments made after the due date will be subject to an interest rate of 8% higher than the base interest rate of the European Central Bank.

2. The Seller is not obliged to deliver any further goods ordered until full settlement including interest applicable has been made on outstanding amounts.

3. If the Seller still has an open debt or if his financial situation is subject to serious problems, the Seller has the right to claim immediate cash payment on delivery for any outstanding orders or any running agreement without respecting targeted payment dates.

4. If any outstanding payment or invoice has not been settled by the Buyer, all other outstanding invoices will immediately become due, irrespective of the terms attached thereto.

1. Settlements are to be effected either in cash, by banker's giro transfer or by post-office cheque.

2. Settlement may only be made by means of legally accepted currencies. Payments due may not be held back; this does not apply to payment suspensions by the Seller. Other deductions (e.g. postal charges) may not be held back.

3. Letters of credit, when agreed upon, will only be accepted under the condition that any administration costs such as banker's charges, discounting and drawing charges will be refunded to the Seller. Drafts and accepted bills having a validity period of more than 3 months shall not be tolerated.

The goods delivered will remain the property of the Seller until such point in time where full payment has been effected. During this period of time the Buyer may, however, offer the goods to other parties or apply finishing touches to the goods within the performance of his rightful business activities. The goods may not be subject to pawning or to a protective conveyance with regard to third parties without their prior consent of the Seller. In the case of a pawning of the goods by a third party, the Buyer must immediately notify the Seller of this fact. Should the goods be taken back by the Seller on the grounds of proprietary rights, a sum equivalent to 50% of the delivery price of these goods will be credited to the Buyer as far as the delivery has taken place less than 4 months prior to the return of the goods. Older goods will be credited with 30% of their price as sold to the Buyer.

1. Laws enforced in Germany will apply with the exclusion of UN ratification established in Vienna on April 11th, 1980 concerning the International Purchase of Goods.

2. The terms of delivery are CIF free of charge. The place of fulfilment remains the domicile of the Seller.

3. Any costs whatsoever incurred by the Seller due to hortatory proceedings or other rightful proceedings due to delays in payment caused by the Buyer are to be refunded by the Buyer.

4. Upon requests, the said conditions can be made available in the German, English and French languages.