1. General
Our offers, delivery and service are rendered solely on the basis of the following terms of sale and delivery. These terms shall also apply to all future business arrangements, even if they have not been expressly agreed. These terms shall be considered as accepted on receipt of the goods or services at the latest. We shall not be bound to any other deviating or additional agreements, in particular, the terms of purchase of the customer, which shall be rejected.

2. Offer and contract conclusion
Our offers are non-binding and subject to alteration. Declarations of acceptance and all orders require confirmation in writing or by transmitted text. The same shall apply to additions, alterations or side letters. All data on dimensions, weights or other specifications are only binding inasmuch as we have accepted them as binding in writing.

3. Prices
The prices given in our order confirmation shall apply excluding VAT. If the prices are not included in our order confirmation, then the prices on the day of delivery shall apply. Unless otherwise agreed, these prices shall be ex warehouse including normal packaging. The customer shall be separately charged for special packaging or the latter shall be rented to the customer for a rental fee. The packaging shall be returned to us in fault-free condition within three months of the invoice date; freight costs shall be charged to the customer.

4. Shipping
The place of loading shall be the place of contract fulfilment for our deliveries. All consignments shall be shipped at the customer’s risk. We shall select the method and route of shipment. The customer shall be charged for any additional costs incurred in accommodating further customer requirements.

5. Payment
Our invoice shall be payable within fourteen days of the invoice date at 2% discount for prompt payment, or within thirty days of the invoice date in full. We shall be entitled to charge interest at the usual bank rate on late payment as of the payment date (for trade customers) or default (for non-trade customers), or at least five percentage points above the base rate (for consumers), or eight percentage points above the base rate for trade customers; we shall reserve the right to claim for further damages. The customer shall be granted the opportunity to prove that the actual damages incurred are lower. Only uncontested or legally awarded counterclaims shall entitle the customer to deduction or withholding of payment. We shall be entitled to demand advance payment on goods or services not yet rendered, or immediate settlement of all claims arising from the working arrangement with the customer where the customer is in default of payment or where we have justified doubt as to the ability of the customer to pay or the customer’s creditworthiness. This shall not affect our other rights. Our obligation to deliver shall cease to apply as long as the customer is in arrears on a due payment. Inasmuch as we have accepted payment by bank exchange, any discount and bank charges shall be charged to the customer.

6. Claims and liability for faults
The customer shall inspect the goods on delivery for faults concerning the nature and suitability of the goods for their intended use as far as can be reasonably expected of the customer, including the processing of a sample; otherwise, the goods shall be regarded as accepted. Any recognisable faults, incorrect quantities or incorrect deliveries shall be reported to us in writing within five days of receipt, or in any case, before the goods are processed. Shipping damage shall be reported to us immediately in writing; the customer shall carry out all necessary formalities with the forwarder. Claims on liability for fault shall only exist where a justified claim on the fault has been launched within the period applicable. Our liability for fault shall be limited to subsequent performance in the form of either remedying the fault or delivering fault-free goods according to our discretion. If attempts to remedy the fault should fail, the customer shall be entitled to abatement of price or withdrawal from the contract according to statutory conditions.

Claims for damages, in particular for damages that do not arise from the goods themselves, as launched by the customer from and in connection with the faults in the goods shall be excluded in accordance with sec. 7.

7. Disclaimer
All claims for damages, in particular those not arising from the goods themselves, and in particular from breach of contractual obligations and acts of tort shall be excluded.This disclaimer shall not apply in cases of intent or gross negligence on the part of the owner or managerial employees, or by negligent breach of major obligations. In cases of negligent breach of major obligations, we shall only be liable for damages typical and reasonably predictable for the nature of the contract unless intent or gross negligence on the part of the company owners or managerial employees is involved. This disclaimer shall not apply in cases where liability for injury to persons or damage to privately used objects due to faults in the goods should apply. It shall also not apply where we have provided a guarantee for the characteristics of the goods or where we have fraudulently concealed the fault in the goods. The disclaimer shall not apply for damages arising from injury to life or limb arising from an intended or negligent breach of obligations on our part, or on the part of our legal representatives or vicarious agents.

8. Reservation of title
We reserve the title to the goods delivered as security for all claims that we may hold against the customer from the business arrangement. This reservation of title shall extend through processing, combination or blending of our goods in new products formed, in which we are seen as the manufacturer. In the processing, blending or combination with goods that are not the property of the customer, we shall gain part ownership in relation to the invoice value of our goods subject to reservation of title to the invoice value of the other materials concerned. The customer shall assign all claims from the sale of goods subject to reservation of title in total or in the relationship of our ownership share, as applicable, to us for security. As long as the customer is willing and able to uphold all obligations towards us in a proper fashion, the customer may use the goods in our ownership or part ownership for the purposes of ordinary business, and exercise all claims assigned to us. Collateral, liens and assignments, including factoring arrangements, by the customer shall only be permitted with our prior written approval. The customer shall immediately inform us of any attempts by third parties to secure ownership of the goods and claims under our ownership. If the value of the securities should exceed the claims to be secured by more than 10%, we shall release securities according to our own discretion on the customer’s request.Exercising the right of reservation of title shall not mean withdrawal from the contract.

9. Data protection
The customer has been informed and provides consent that electronic data collected in the process of contract settlement and invoicing are processed and stored. The delivery note and invoice shall simultaneously act as advice according to Bundesdatenschutzgesetz [German data protection act], para. 26 sec. 1.

10. Applicable statute, place of court jurisdiction
The statutes of the Federal Republic of Germany shall apply to all transactions and the entire business relationship with the customer; unified international sales law shall not apply. The place of fulfilment for all of our deliveries shall be the location where the goods are dispatched in each case; the place of fulfilment for customer payments shall be 65396 Walluf, Germany.Sole court jurisdiction shall be in 65343 Eltville (Amtsgericht [district court]), or 65185 Wiesbaden (Landgericht [regional court]) for any legal disputes that may arise from the business relationship. If any term in the agreement or in the business relationship should be or become void, the validity of the remaining terms and agreements shall not be affected.