1. Applicable law:

Unless otherwise expressly agreed in writing, German law and the following conditions of delivery and payment, shall be applicable exclusively to the legal relationships between the buyer and ourselves. The terms below shall have priority over any conditions of purchase in all cases, even if we do not expressly contradict them again. 

2. Offers and Acceptance:

All our offers are submitted without obligation, unless otherwise specified. Orders which were not confirmed within a reasonable period of time may be taken as accepted by us. If we are sending a written order confirmation to the buyer, he shall immediately check its contents and inform us about any necessary changes without delay. Subsequent requests for changes can not be accepted. The illustrations, measurements, descriptions etc. given in our catalogues and other documents are not committing and are subject to slight and inessential alterations and divergences. All our catalogues, illustrations, drawings, samples and other documents remain our property. They must not be copied or made accessible to third parties without our previous agreement and must be returned to us immediately on request. 

3. Prices Prices shall be calculated in accordance with our general list prices valid on the date of delivery. Our prices shall apply ex-works Tuttlingen/ Germany, not including V.A.T., packing, insurance, postage or freight. 

4. Special makes:

The orderer may not refuse small differences between ordered and supplied quantities. Only the delivered quantity will be invoiced. The buyer is liable and responsible to verify, that no legal protection of third parties is violated. 

5. Delivery:

Shipments are made in all cases on account and risk of the buyer, even if CIF-conditions might have been arranged. Unless otherwise agreed, we shall determine the means of transport and route. Part deliveries shall be admitted in all cases and have to be paid as separate shipments. 

6. Delivery periods:

We shall endeavour to observe the quoted delivery periods. Interruption in production, lack of raw materials or force majeure with no fault of ours release us from any obligation to supply within the time stipulated. In such cases, we are entitled to withdraw from the contract. Therefore in that case claims for damages are impossible. 

7. Payments:

Unless otherwise agreed our invoices shall be paid without any deduction within 30 days. Invoices with a total amount of less than Euro 50,00 or repairs are payable immediately without any deduction. All payments must be made without any charge to us. If invoices have fallen due, we are - after an unsuccessful pass of an appropriate extension - authorized to withdraw from the contract, subject to assertion of our further damages. Will - after conclusion the contract - be recognizable that our claim for quid pro quo will be threatened because of lack of efficiency of our business partner, we can refuse the service. This right to refuse service is inapplicable if quid pro quo or a proper security to this effect has already been provided. We then can decide an appropriate period in which our business partner has step by step to provide quid pro quo or proper security in this effect for our service of his choice. After failure of our business partner to do so and expiry of this period of time we can withdraw from the contract. § 323 BGB of federal German law is applicable correspondingly. Balance against our claim of purchase price can only be made with uncontested or legally discovered counter-demands. Entrepreneurs, legal entities under public law or special properties under public law are restricted from making use of any rights and claims to withhold against us except in case of uncontested or legally discovered counter-demands. 

8. Complaints, Liability for Deficiencies:

Complaints are only accepted, if they are advised in writing within 2 weeks after receipt of goods. Notice about hidden material defects must be given to us within 2 weeks after recognizing them. Claims of customers are restricted to re-fulfilment. Customers, however, may demand a decrease of the purchase price or may withdraw from the contract in case of failure of such re-fulfilment. We shall not be liable for any complaints which result from improper handling, wrong use or not appropriate care of a product. 

9. Return of goods:

Each return of goods needs our prior written approval. A return of goods is only possible within a period of 60 days from the invoice date. The invoiced value will be credited less a restocking fee of 20% plus costs for refurbishing, if necessary. The costs of a return shipment has to be borne by the buyer. Special makes are excluded from returning. 

10. Retention of Title:

All goods supplied remain our property until all debts are fully paid. They must not be given in pledge in favour of a third party. 

11. Place of Performance and Jurisdiction:

Place of perfomance and jurisdiction for all business with entrepreneurs, legal entities under public law or special properties under public law is Tuttlingen/ Germany. 

Tuttlingen, February 2002