GENERAL:
　　Contracts of sales and other supply contracts are concluded on our General Conditions of Sale and Delivery below. By accepting our offer the buyer/customer (hereinafter called Customer) declares recognition of our General Conditions of Sale and Delivery. We expressly oppose any departures from our General Conditions of Sale and Delivery, these only being valid if we have agreed to them in writing. Our General Conditions of Sale and Delivery also apply to future contracts of sale and other supply contracts, even when not expressly referred to.

I. OFFERS:
　　Documents pertaining to an offer such as illustrations, drawings and measurements are only approximate and not binding. We reserve rights of ownership and copyright of cost estimates, drawings and other documents. They may not be made available to third parties.

II. SCOPE OF SUPPLY:
　　1. Our written acknowledgement of order governs our supplies. Protection or safety devices are only included if agreed in writing. Additional stipulations and amendments require our written confirmation to be effective.
　　2. We are entitled to make part deliveries.

III. PRICES AND PAYMENT:
　　1. Our prices are ex works, exclusive packaging. If the costs for the materials that we require, wage costs or other costs increase, we are entitled to reasonably increase the agreed price 4 months after the increase in our preliminary costs.
　　2. The terms of payment are 30 days net.
　　3. If the customer falls into arrears with payments - in the event of agreed payments by instalment with a whole instalment or part thereof - we can without prejudice to our rights under VI. 3. withdraw from the contract after a reasonable period of grace has passed without result and demand compensation instead of performance.
　　4. We charge interest on arrears at 5% above base interest rate. We reserve the right to claim higher damages for default.
　　5. The customer is not entitled to offset against our accounts receivable, unless his claim for counterbalancing is undisputed or adjudged valid. The customer can claim a right of retention only on account of claims arising from the same contract.

IV. DELIVERY TIME:
　　1. Indications of delivery time are not binding. Agreed delivery times begin with the sending of our acknowledgement of order, though not before receipt by us of documents, permits, clearances to be obtained by the customer and of an agreed down payment. The delivery time has been observed if the delivery item has left the works by the time of its expiration or notice has been given of readiness for shipment.
　　2. In the event of force majeure or other events hampering delivery the delivery time is extended accordingly. The same applies in the case of delays in the delivery of raw and building materials provided these delays can be demonstrated to have a considerable influence on completion of the delivery item and are not of our making.
　　3. The customer may set in writing a reasonable period of grace four weeks after a not binding delivery time has been exceeded. After expiration of the additional period of time without result he may withdraw from the contract with notice in writing to the extent that we are responsible for such delay. If the customer delays shipment, he has to pay us from start of the second month monthly storage costs amounting to 0.5% of the invoice amount.

V. PASSAGE AND ACCEPTANCE OF RISK:
　　1. If the customer is a merchant as defined by the German Commercial Code, risk passes to him with notice of readiness for shipment. Risk passes to other customers with handover of the item to the forwarder/carrier. If requested by the customer we shall insure things at his expense against breakage and damage in transit and fire and water damage.
　　2. The customer is entitled to decline acceptance of the item only if it obviously differs from the order.

VI. RESERVATION OF OWNERSHIP:
　　1. We reserve ownership to merchandise supplied by us until receipt of all payments due from the contract in question. If the customer is a merchant as defined by the German Commercial Code we reserve ownership of all merchandise supplied by us until receipt of all payments arising from the business association with the customer. Processing of merchandise supplied and still owned by us is always by our order, without obligations arising there from for us. If the merchandise owned by us is mixed, blended or joined with other items, the customer immediately assigns his rights of ownership or co-ownership of the new item to us and has to carefully look after the item for us. The customer may sell the merchandise owned by us in the ordinary course of business only if he is not in arrears with payment. On signing the contract he shall by way of security assign to us in full the amounts due from his customer with all accessory rights from the sale or for some other legal reason. The customer remains entitled to collect the account receivable as long as he is not in default towards us.
　　2. If the value of the securities due to us exceeds the accounts receivable by more than 20%, we are obliged to release the securities due to us at the request of the customer; it is our job to choose the securities to be released.
　　3. During the duration of the reservation of ownership the customer is entitled to possess and use the delivery item, provided he meets his obligations arising from the reservation of ownership and is not in default with payment.
If the customer defaults or does not meet his obligations in connection with the reservation of ownership, we can rescind the contract after a reasonable period of time and claim the delivery item back from the customer.
　　4. Merchandise subject to reservation of ownership may be pledged, assigned as security, leased or passed to third parties only with our written consent.
　　5. In the event of third parties having access to merchandise subject to reservation of ownership, in particular in the case of seizure, the customer has to notify us immediately in writing and to advise the third party of our reservation of ownership. The costs for the actual and legal pursuance of our ownership by way of security are paid by the customer, insofar as they cannot be obtained from third parties.
　　6. We are entitled for the duration of the reservation of ownership to insure the reserved goods against fire, water and other damage, if the customer cannot himself provide proof of adequate insurance.
　　7. The customer is obliged to keep the reserved goods in proper condition during the period of reservation of ownership and to have any necessary maintenance work and repairs done immediately.

VII. WARRANTY:
　　We are liable as follows for defects of the delivery
item, to the exclusion of further claims notwithstanding number IX:
　　1. Defects are to be notified in writing immediately. In the event of justified, immediate notice of defects we are entitled at our choice to remedy the defect or supply a replacement. Replaced parts will become our property.
　　2. The customer is not entitled to remedy defects himself or have them remedied by third parties, unless we are in default with remedying the defect or he is forced to remedy the defect due to urgent operational needs or imminent danger.
　　3. In the event of supplying a replacement our liability is limited to the costs of the replacement item and the shipping costs. These are only paid where they occur in the Federal Republic of Germany. Reworking costs incurred abroad are paid by us only to the extent they would also have occurred in the case of a reworking location in Germany.
　　4. If the repairs or replacements fail to produce the desired results for reasons for which we are responsible or if we fail to meet a deadline for performance for reasons for which we are responsible, the customer may at his discretion reduce the contractual price or rescind the contract pursuant to the relevant statutory provisions.
　　5. No claims for alleged faults shall be accepted in the event of unsuitable or improper use of the goods delivered, incorrect assembly or operation by the customer or third parties, normal wear and tear, damage as a result of erroneous or negligent treatment, improper maintenance, the use of incorrect operating materials, improper storage or any other circumstances for which the customer or third parties are responsible.

VIII. EXPIRY OF CLAIMS
　　All claims on the part of the customer will expire one year after the date on which risk is transferred. The statutory periods shall apply for willful or fraudulent conduct as well as for claims under product liability legislation. The statutory periods shall also apply in the event of culpable injury or death.

IX. LIABILITY:
　　1. In the absence of any provisions to the contrary herein, all liability shall be excluded regardless of its reason. We shall not be liable for damage not exhibited by the delivered goods themselves. In particular, we shall not be liable for lost profit or other financial loss sustained by the customer.
　　2. This exclusion of liability shall not apply to gross negligence or willful misconduct, any faults fraudulently concealed or whose absence was guaranteed or injury or death.
　　3. If we negligently breach any material contractual obligation, our liability shall be limited to foreseeable loss.

X. MISCELLANEOUS:
　　Place of performance is Merzig. Merzig is also the exclusive venue for all disputes arising from the business relationship if the customer is a merchant. However, we may commence proceedings before the courts of law holding jurisdiction for the buyer's/customer's domicile. The law of the German Federal Republic applies exclusively to our relations with the customer. Should one or more of the above clauses be inoperative, this shall not affect the operative effect of the other provisions.

Valid as of January 2005

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