GENERAL TERMS OF BUSINESS *

For export business German law is valid.

1. We sell and supply exclusively subject to our own terms. These apply on the basis of our offer, our unrejected confirmation of order or the acceptance of our delivery note without objection. Objection/rejection must be immediate and in writing.
2. Any contrary terms of the Orderer will only apply if they are expressly confirmed by us in writing, and then only for the consignment concerned. We are under no obligation to make further deliveries and any such deliveries will be subject to our own terms.
3. The invalidity of individual terms will not affect the validity of the remaining terms. Trade custom and statutory provisions apply in replacement and supplement. Export business is exclusively subject to German law. The application of the Convention Relating to a Uniform Law on the International Sale of Goods is hereby excluded.
4. All contractual agreements, including amendments and additions, will only apply if confirmed by us in writing.
5. The Orderer hereby confirms that we have drawn attention to the application of our General Terms of Business by displaying them clearly on our business premises.

1. Prices for goods to be delivered within four weeks of the conclusion of a contract are fixed prices. In other cases, however, we are entitled for compelling reasons connected with costing to increase prices. Such a price increase must be notified at least two weeks in advance. A net price increase of more than 5% will entitle the Orderer to withdraw from the contract without culpable hesitation.
2. Transport and packing methods will be at our discretion. Packing will be charged at cost price. Packing materials cannot be returned. In the case of separately charged loaned packing, 3/4 of the sum charged will be credited if the materials are returned carriage-paid to us and reach us in good condition.
3. The stamps, printing rollers, tools and other devices required for lettering purposes will be charged to the Orderer at cost price. Attention is drawn to 5 Pt. 6.
4. In calculating prices volume deviations, including slight ones, will be taken into account. Price promises will not apply to later orders.
5. If some of a number of units firmly ordered are then cancelled, a reasonable lower-volume premium will be charged as long as cancellation takes place before the production of the cancelled units begins. After production of these units has begun, completed units will be charged in full in spite of the cancellation, and separable, volume-dependent cost savings on semi-finished items will be deducted.
6. If production is delayed due to delayed supply by the Orderer, the price will increase by the resulting increase in costs, including costs for gaps in production.

1. Payment must be made net in cash within 30 days of the invoice date (= dispatch date). Part payments may be required for part deliveries. The issue of interim invoices is permissible. Production is conditional on agreed advance payments in accordance with 2 Pt. 5, 4 Pt. 2.
2. In the event of arrears in payments and in accordance with 610 German Civil Code immediate payment may be required even if time for payment has been allowed. In such cases we may also require advance payment for outstanding deliveries, proceed in accordance with 326 German Civil Code, forbid the selling on of the goods and/or take back goods not paid for at the expense of the Orderer.
3. For advance payment or payment on delivery we grant 3% discount, and for delivery within 14 days 2% discount. The decisive date here is that on which payment is received. In the case of late payment we are entitled to charge interest at 2% above the German Bundesbank's discount rate subject to a minimum rate of 8%; this does not exclude the enforcement of further claims for losses caused by delay.
4. We only accept cheques and bills of exchange voluntarily and on account of performance, as payment on the day of credit. We are entitled to return non-discountable bills, and the Orderer will then have to pay the purchase price immediately in cash. Discount costs and tax on bills of exchange will be borne by the Orderer and are payable immediately in cash. For the term of a bill the debt will be subject to interest at bank loan rates. We accept no liability for presentation, protest, notification or the handing-over of a bill in the case of non-payment or for the punctuality of these things.

1. Part deliveries are permissible. Deviations of up to 10% from volumes ordered are permissible in the case of custom orders.
2. A delivery period will not begin to run until all documentation and delivery items necessary for continuous production have been received from the Orderer. Deliveries by the Orderer of reinforcement components (e.g. metal parts to be built in) must be made free Brensbach with a surcharge of 5% to cover any scrap in good time, in unobjectionable quality and in adequate volumes for processing. A delivery deadline will be postponed by the time which elapses before the receipt of the above. Inadequate further supplies will justify interruption of production and cause a delivery period to begin again / postpone a delivery deadline accordingly.
3. If no delivery period is specified, we are entitled to give 14 days' notice requiring the acceptance of the goods for three months from the date of order confirmation. If this is unsuccessful, we may insist on acceptance, withdraw from the contract or claim compensation for losses. Finished goods will be stored on our premises at the expense and risk of the Orderer.
4. The confirmation of delivery deadlines and delivery periods will not give rise to a transaction in which time is of the essence. We shall not be regarded as in arrears if circumstances arise for which we are not to blame and which make the production or delivery of goods ordered from us impossible, delay them or restrict them more than inconsiderably. If production is prevented for more than 6 months, we may withdraw from the contract.
5. The risk will pass to the Orderer when goods leave the supplying plant, even in the case of carriage-paid delivery. If goods are not dispatched on the delivery date agreed, but instead on the day following the dispatch of notification of readiness for dispatch, the risk will pass to the Orderer at this time if the latter desires the delayed dispatch or if we are not otherwise responsible for it. Goods will be insured at the Orderer's expense if it requests this in writing.

1. Pressing, injection moulding and other moulds and tools produced by us or by third parties commissioned by us at the request of the Orderer will in view of our design work remain our property. They will be used for orders placed by the Orderer and for others only with the latter's express consent.
2. We will retain and care for this equipment for subsequent orders in the interests of the Orderer. We will not be liable to the Orderer for damage suffered even though the equipment has been treated properly. It will only bear those maintenance costs which are incurred due to normal wear and tear. Otherwise the costs will be borne by the Orderer where it insists on longer retention. The obligation to retain will expire if no further orders are received from the Orderer for 2 years after the last delivery.
3. As soon as the obligation to retain expires, the restrictions on our right to exploit and use the moulds will also expire. These restrictions will also expire immediately if the Orderer fails to meet its payment obligations.
4. The use of equipment to whose manufacture the Orderer did not make a financial contribution is not subject to any restrictions. Neither are we subject to any obligation to retain here.
5. Attention is drawn to 8 Pt. 1.
6. The Orderer will bear the cost of manufacturing equipment. These costs must be advanced to us and will be reimbursed to the Orderer in the form of a credit of 5% of the value of goods granted to the Orderer on the supply of goods manufactured using the moulds in question until the costs have been fully repaid.
7. Any other obligation to reimburse is hereby excluded.

1. Slight deviations from the average quality and execution model will not give rise to any liability for defects.
2. The Orderer bears sole responsibility for the correct design of press and injection moulded parts in accordance with the wishes of the Orderer, even if we advised it on their development.
3. The Orderer must complain about obvious defects without culpable delay; otherwise its complaints will be invalid. The Orderer is under an obligation to inspect goods delivered for defects within the period usual in the trade. After the expiry of 6 months from delivery, complaints about concealed defects will no longer be accepted either.
4. If a complaint is justified, our sole obligation will be to repair/replace the defective goods or the defective parts of a consignment. Other rights of the Orderer are excluded.
5. The Orderer is, however, entitled to require a reduction in price or if it prefers the rescission of the contract, if we fail to repair a defect or supply a replacement. We shall bear the costs for transport, travel, labour and materials required for repair purposes, and the prices agreed will not change.

1. We will remain the owners of goods supplied until all payments due, including the balance on current account and any business in progress, have been settled in full. Where payment is by cheque or bill of exchange this applies until final payment.
2. It is to the extent permissible hereby agreed that our reservation of property rights will apply to any new item produced by altering goods supplied by us in any way (processing or transformation as per 950 German Civil Code).
   It is further agreed:
   We as manufacturers will remain the owners of a new item. If the purchaser nevertheless becomes the owner, it is hereby agreed that ownership will immediately pass to us and the purchaser will take the new item into custody on our behalf. If the customer has our goods processed by third parties, the third party will be acting on behalf of the customer, who is authorised by us to order work in its own name. If we nevertheless do not become the owners of the new item as manufacturers, the following will apply:
   If the purchaser becomes the owner, it is agreed that ownership will pass to us immediately and the claim against the third party to handover of the goods is hereby assigned to us. If the third party becomes the owner, the claim to transfer of ownership and handover is assigned to us.
3. In the case of merger (combination or mixture as per 947 German Civil Code) of our goods with the Orderer's own goods, the latter will waive its right to acquire ownership itself in our favour. If the Orderer nevertheless becomes part or sole owner, this right of ownership will pass to us immediately and the purchaser will take the new item into custody on our behalf. If a third party acquires part or sole ownership by merger with goods of its own, the same shall apply and the claim of the Orderer to transfer of ownership and handover is assigned to us. Shares in property rights shall be as provided by 947 German Civil Code. In cases of doubt the invoice prices/supply prices of the different elements shall apply.
4. If we lose the ownership of our goods as a result of alteration or merger, 951 German Civil Code will apply. If the Orderer loses property rights in such goods which were created by alteration or merger of our goods, its claims are assigned to us in accordance with 951 German Civil Code.
5. The Orderer is entitled to dispose of goods subject to a reservation of property rights as specified by Pts. 1-3 in the normal course of business as long as it agrees reservation of ownership with the same wording with the party acquiring the goods.
   It is not entitled to dispose of the goods in any other way. Pledging and assignment as security are in particular excluded.
   If goods subject to a reservation of property rights of which we are the sole owners are disposed of, all claims against the party acquiring the goods thus accruing to the Orderer shall be regarded as assigned to us in full. The Orderer must inform the party acquiring the goods of this without delay. This will also apply if we share ownership of the goods subject to reservation of property rights with the Orderer. If we share property rights with a third party, the above-mentioned claims will be regarded as assigned to us up to the amounts of a first share to be determined in accordance with Pt. 3 Para. 2.
   As long as the Orderer continues to meet its payment obligations to us correctly, it may enforce the claims assigned as trustee for us. It must however assign to us without delay a part of the proceeds corresponding to its debt to us.
   This entitlement to enforce claims will be ended by our revocation, possible at any time, or by a deterioration in the assets of the Orderer within the meaning of 610 German Civil Code. Income nevertheless obtained must be paid to us in full. We are entitled at any time to inform third parties of this assignment.
6. The Orderer is under an obligation to supply us on request with all information and documents which seem necessary for the enforcement of our rights, in particular against third parties. It must inform us without delay and on its own initiative of any interference by third parties with goods subject to reservation of ownership or with claims assigned.
7. If we take back goods subject to reservation of ownership or if we reveal the assignment of unpaid claims, we may sell/auction goods and claims with a free hand. The proceeds actually obtained will be offset against the supply prices agreed and against any other claims (damages, loss of profit). We will be entitled to retain any excess proceeds.
8. If the value of our securities determined by a sensible, cautious estimate of the proceeds obtainable by their disposal exceeds our total claims by more than 20%, we will release securities accordingly at the request of the Orderer.

1. To the extent that our design proposals, drawings and drafts, moulds and tools are not already protected by the German Copyright Act it is hereby agreed that protection equivalent to copyright will apply from the beginning of contract negotiations and at the latest on the conclusion of a contract. The Orderer assumes the burden of proof of any unfulfilled conditions for protection.
2. In cases where we must supply items in accordance with drawings, models or patterns supplied to us by the Orderer, the Orderer guarantees to us that industrial property rights of third parties will not be breached by the manufacture and supply of the items.
3. If we are forbidden by a third party from manufacturing and supplying items in accordance with drawings, models or patterns supplied by the Orderer on the basis of an industrial property right of that third party, we will without being subject to any obligation to examine the legal position be entitled to cease manufacture and supply and to require the reimbursement of the costs incurred. Claims of the Orderer for compensation for losses are hereby excluded. This will not affect the obligation of the Orderer to pay for goods already completed.
4. The Orderer must on request provide security for all direct or indirect losses arising as a result of an enforcement of claim. As soon as we incur expenses due to an enforcement of claim (direct or indirect losses), the Orderer must reimburse these immediately, regardless of whether the claim was justified or not.
5. Patterns and drawings sent to us will only be returned on request. If no order is placed, we will be authorised to destroy patterns and drawings three months after the submission of the offer.

1. The place of performance for the obligations of both parties arising out of all business relationships is Brensbach, Odenwald, Germany.
2. It is hereby agreed that disputes which may arise out of business relationships between the parties will be subject to the jurisdiction of the Local Court (Amtsgericht) in Frankfurt or the Regional Court (Landgericht) in Frankfurt, depending on the size of the claim, if the Orderer is a full merchant as defined by German trade law, a legal person under public law or a special fund under public law.
   If the Orderer has no general legal venue in this country, the courts at the general legal venue of the company Ritter-Pen GmbH shall have jurisdiction.