TERMS AND CONDITIONS OF SALE, DELIVERY, AND PAYMENT

as from 1 January 2002

1. Quotations and Delivery

Our quotations are not binding. A contract will only come into existence when we have confirmed your order in writing. Telegraphic, telephonic or oral additions, amendments or supplementary agreements will only take effect if they have been confirmed by us in writing. All quotations and agreements are based on our terms and conditions and are accepted by you when placing your order with us or when accepting delivery. Any differing terms and conditions of the purchaser shall not be accepted by us unless expressly acknowledged by us in writing, even if we do not expressly object to them. Unless expressly confirmed in writing, technical details such as dimensions, weights, illustrations and drawings shall not be binding for the execution of the order. Gross weights and packaging dimensions are, at the quotation stage, estimated to the best of our knowledge, but given without any obligation.

2. Products Made to Customers' Specifications

For bespoke products individual conditions shall apply.

3. Prices

Prices quoted by us are non-binding, recommended prices excluding value added tax. Prices are given without obligation, are ex works and do not include packaging. Binding prices to be charged will be the standard prices applicable on the day of delivery plus such value added tax as is applicable on such date. Deliveries to third parties will not be made. For deliveries of less than € 30.00 net, a handling charge of € 8.00 will be added to your invoice.

4. Conditions of Payment

In Germany: Payment will be due within 30 days from the date of the invoice with a 2% discount, or in full within 60 days net from the date of the invoice. Amounts of less than € 30 will not be discounted. In the event of any late or deferred payment we shall be entitled to charge interest at the rate of 8% above the base rate of the European Central Bank without having to send any formal late payment demand or notice.
Abroad: In accordance with the payment note on our pro-forma invoice or specifically agreed terms of invoice.
We only accept bills of exchange and cheques pending full discharge of the debt. All costs of discounting and collection of bills of exchange and cheques are to be borne by the purchaser. Withholding of payment due to claims for rescission or diminution, or other counter-claims on the part of the purchaser, as well as offsetting such claims against any other sums owed, is excluded. In such cases we reserve the right to charge interest.

5. Delivery and Dispatch

In Germany: Delivery and dispatch take place at the risk of the purchaser. This also applies to carriage performed by our company's own vehicles. Unless otherwise agreed, we shall choose the type of dispatch that is the most suitable in our opinion.
Abroad: Transport will be effected free border or f.o.b. North Sea port, including packaging. Mail and air-freight shipments will be ex works, packaging included.
Insurance against transport damage will only be taken out at the request and expense of the purchaser.

6. Time of Delivery and Delivery Possibilities

The delivery dates stated by us in our confirmation of your order are not binding, unless otherwise agreed. We reserve the right to make deliveries of any order by instalments where there are delivery difficulties. Under no circumstances shall you be entitled to claim costs, expenses, damages or compensation in the event of delay. The time for delivery will begin on the date on which the written confirmation of your order is sent off, but not before all material and technical details have been settled. All deliveries to you are subject to any deliveries to us being received in time.
Unforeseeable events shall release us from any agreed delivery dates. Similarly, in these events you shall not be entitled to any claim for costs, expenses, damages or compensation.

7. Force Majeure

Strikes and lock-outs, catastrophes, operational disturbances, lack of materials or transport problems shall release us from all obligations.

8. Defects

The condition of the product depends exclusively on the agreed technical delivery specifications or on the descriptions contained in our catalogue, as issued from time to time. We are not liable for defects resulting from improper or unsuitable use, faulty assembly by the partner or a third party, fair wear and tear, negligent treatment, or for the consequences of any maintenance or repair work carried out by the partner or a third party in an inexpert manner and without our agreement. The same applies to defects that only insignificantly reduce the value or the suitability of the product. Unless otherwise agreed, the limitation period for claims for faulty products shall be that laid down by general law. If an acceptance or sample test has been agreed upon, any complaint concerning defects shall not be accepted if the partner should have discovered such defects in the course of a reasonably careful acceptance or sample test. We must be given the opportunity to check the defect complained about. Products that are the subject of complaint are to be returned to us without delay. In the case of a justified and prompt complaint, we have the option to repair the faulty product or to supply you with a faultless replacement product. If we do not fulfil these obligations within a reasonable time, the partner may set us a final deadline in writing for the fulfilment of our obligations. If this period has expired without success, the partner is entitled to demand a reduction of the price, to rescind the contract or, at our expense and risk, make the necessary repairs himself or instruct a third party to undertake such repairs. If the repair work is carried out successfully by the partner or a third party, all claims of the partner shall be satisfied by reimbursing the incurred cost. The partner shall only be entitled to have statutory recourse against us insofar as the partner does not have any agreements with its customers that are in excess of the statutory warranty
claim provisions. The previous paragraph applies accordingly to the amount of any such statutory recourse.

9. Other Claims, Liability

Subject to the provisions below, any other claims against us are excluded. This applies in particular to claims for damages for breach of contract or tort. We are therefore not liable for any damage that occurs to any property apart from the faulty product itself. Nor are we liable for any loss of profits or other financial loss of the partner. Should we be in breach of any essential contractual obligation, then we shall only be liable for any damage that is reasonably foreseeable and typical for the contract. This clause does not affect your rights under the product liability law. Insofar as our liability is excluded or limited, this exclusion or limitation also applies to the personal liability of our employees, workers, colleagues, legal representatives and those helping us with the fulfilment of our duties. The clause does not effect any statutory regulations in relation to the burden of proof.

10. Retention of title

We will retain title to all of our goods and products until payment in full has been made in relation to all outstanding debts resulting from our business relationship with the purchaser. The purchaser or the recipient of the goods is entitled to dispose of the goods in the normal course of business subject to our retention of title rights. Any disposal of the goods by pledging, conditional bill of sale or any other transfer of title as a security, or the sale of the goods before payment is not permitted. Any distraint over the goods must be reported to us without delay, enclosing a copy of the sheriff's writ (fieri facie). If the goods are sold on credit by the purchaser, the claim of the purchaser against the buying third party for the purchase price is automatically assigned to us. The purchaser is entitled to recover these outstanding debts from the third party until we prohibit the purchaser from doing so because of delay in payment or dwindling of assets. In this case we are entitled to request from the debtor a written declaration of assignment (in duplicate) for every single claim. In the case of a delay in payment or the dwindling of assets on the part of the purchaser, we are entitled to demand the immediate surrender of the goods. All deferred claims against the purchaser will become due immediately. Received bills of exchange shall concurrently be converted into cash payments irrespectively of their due date. In case we have wrongly determined that there is a dwindling of assets and demanded the surrender of the goods because of our right to retain title, then we shall be liable for damages. We may also agree to enter into purchase contracts after having received advance payments or securities. At the buyer's request, we shall release securities insofar as the value of the securities exceeds the secured claims by 20%.

11. Place of Performance, Jurisdiction, and Applicable Law

The place of performance for delivery and payment is the principal place of business of the company making the deliveries. The general place of jurisdiction for disputes of any kind resulting from the contract is the high court local to the principal place of business of the supplying company. The regulations of § 38, ZPO (German Code of Civil Procedure) are to take precedence. The contractual relationship is subject to German law.

12. Saving Clause

The invalidity of any individual clause contained in these terms and conditions shall not affect the validity of the remaining clauses. The invalid clause shall be replaced
with a regulation that most closely reflects the commercial purpose of the contract, having reasonable regard to the interests of both parties.

13. Upon publication of these terms and conditions of sale, delivery, and payment, all previous terms and conditions published in the past shall become invalid.



NOTE This is a translation only. The German version of these terms and conditions shall prevail.