1. General

1.1 (Conflicting conditions, written forms) For the contract the General Terms of Business of GVB shall apply exclusively. Other conditions will not become part of the contract, even if we do not explicitly object. Additional oral agreements made before or at the time of conclusion of the contract become only valid, if they are immediately confirmed in writing

1.2 (Offers, alterations, data collection) Our offers are subject to alterations. We reserve the right to make technical improvements to our products. We are entitled to store all details which are necessary for the contract, on computer.

1.3 (Offsetting, withholding) Offsetting or withholding by the customer is inadmissible except by indisputable or legally valid counterclaims.

1.4 (Place of performance, court of jurisdiction, governing law chosen) Place of performance shall be our address, court of jurisdiction shall be Aachen. German law applies.

1.5 (Sales to foreign countries) Sales to foreign countries will be made cash against delivery or pre-paid.

2. Risk, costs of transportation, number of pieces, delivery on call, non-acceptance of delivery.

2.1 Delivery is made ex works, i.e. the risk shall be transferred to the customer when the delivery leaves our factory no matter if completely or partially, or if we have to perform other services, e.g. shipment, exportation or setting up. This also applies for deliveries to a consignment warehouse at the customer's premises. The customer shall be responsible for packaging, transportation and insurance costs to the place of delivery.

2.2 In case of orders by call the total amount of order has to be taken within 6 months.

2.3 In case of non-acceptance of the delivery we are entitled, without losing our rights with respect to the fulfilment of the contract, to store the goods at the customer's expense in a warehouse or sell the goods otherwise at the customer's expense after foregoing warning and setting a deadline.

2.4 In case of special customer production a quantity variation of ±10% must be accepted.

3. Delivery times, delay

3.1 Times of delivery commence upon receipt of order confirmation, however, not before all open questions of the contract have been settled and not before all documents, permits or releases to be provided by the customer, have been submitted, and not before receipt of the agreed pre-payment. The delivery period is met when the goods leave our factory or when information has been given that the goods are ready for despatch. within the delivery period.

3.2 Acs of God and strikes, lockouts, operation breakdowns and shortages of raw materials or means of production, for which we are not responsible, as well as delayed deliveries or failure in delivery by out supplier, extra or changed services required by our customer, shall extend the delivery period accordingly and shall release us from our obligation to deliver, if delivery becomes impossible as a result. Additionally, we cannot be held responsible , if aforementioned circumstances occur during an already existing period of delay.

3.3 We shall be responsible only for delay damages caused deliberately or through gross negligence by us, employees or vicarious agents. Liability shall be limited to the amount of damages foreseeable by us on conclusion of the contract.

4. Terms of payment, price alterations, compensation for returned goods

4.1 All prices are understood ex-works. Costs for packaging and transportation have to be carried by the customer. Invoices shall be paid in full in € to our account in the Federal Republic of Germany. We shall accept bills of exchange or cheques only with a view to performance at the customer's expense. If there is any reason for doubting the customer's creditworthiness, we have the right to make each individual delivery dependent on payment in advance or on lodging of security to the amount of the invoice.

4.2 If the period between conclusion of the contract and delivery exceeds 4 months, we reserve the right, in accordance with § 315 BGB (German Civil Code) to apply any reasonable price increases appropriate to our increase in costs until delivery. The customer has the right to claim a corresponding reduction in price, if he can prove that our external expenses have decreased since conclusion of this contract. The disadvantaged party to the contract may withdraw from the contract, if the deviations should exceed 15%. Our current prices shall apply for delivery upon request.

4.3 In case of an agreed return of goods in perfect condition, a compensation amounting 15% of the total value of invoice shall be paid.

4.4 In case of delay in payment, the customer has to pay interest on arrears amounting 2% above the respective discount rate of the Bundesbank (German Federal Reserve Bank), subject to further indemnity claims, if he is unable to prove damage causes by default of less degree.

5. Reservation of proprietary rights, advance assignment of claims

5.1 The goods will remain our property until they have been fully paid without conditions. The customer may re-sell the goods received conditionally in the normal course of business- only if the customer's claims arising from the re-sale have not been assigned, pledged, attached or otherwise encumbered, or are liable to offset against counterclaims. The customer may not combine these goods with other items, where third parties have rights. Use of the goods prior to payment is inadmissible. The customer is has to inform us immediately about any attachments or confiscation made upon these goods or as to any other disposition by a third party.

5.2 Any processing of the goods delivered conditionally shall be done on our behalf. If goods delivered conditionally are combined with other items or processed so that they become a substantial component of another part, we shall become a direct proportionate joint owner of the new. item. This shall also apply, if another item is to be regarded the main item. The customer shall ensure our share in the jointly owned item free of charge. The share in ownership shall be based upon the relationship of the invoice value of the goods delivered conditionally to the value of the newly constructed item at the time of the combination or processing.

5.3 The customer shall assign to us in advance any claim against his purchaser arising from the sale of goods delivered conditionally (item 5.1) and of the newly constituted items (item 5.2) up to the amount of the invoice for the goods delivered conditionally. In case of factoring, the customer may sell these goods only if the factor of advance assignment of claims to us is known and if he pays our invoice for delivery directly to us.

5.4 If the customer comes in default of paying the delivered goods, he shall lose his right to process them or to combine them with other articles and his right to collect the assigned claims. Furthermore, he may no longer sell any goods delivered conditionally to third parties. The same shall apply to any item in which we have joint ownership in accordance with item 5.2. The customer may use revenue shares relating to the assignment only for paying for the goods delivered. We can reclaim any goods which remain the customer's possession and which can be dealt with separately.

6. Warranty, damages, keeping of spare parts

6.1 Details in brochures and instructions for use, or reference to industrial standards shall not constitute warranted qualities or the taking of particular obligations. If the customer wants to use the goods for a special purpose exceeding the normal range of use, he has to check that the goods a suitable for this purpose prior to the processing - including the aspect of product safety. He has to check that the goods comply with all relevant technical, legal or official regulations. A liability from our side will be excluded for any damage caused by the customer  which could have been avoided by such proper checking.

6.2 If the goods delivered are determined for the customer's business, he shall lose any right for claim under warranty or claim for replacement due to obvious defects or the obvious absence of warranted qualities, if he does not check the goods immediately upon receipt and at least before processing, consuming, using, installing, or reselling the goods. The customer has to inform us about complaints immediately in writing.

6.3 In case of justified complaints, we shall initially only be obliged either to put right, to exchange or complete the delivery. This will be done in accordance with a reasonable time-list set by the customer .

In case of justified complaints, or if the aforesaid steps fail or are impossible, the customer can demand cancellation of the sale or reduction in value, or, in case of absence of the warranted qualities, he can demand compensation.

6.4 Claims of damages by the customer against us based on tort shall only be valid in case of damages caused deliberately or through gross negligence. The same shall apply for claims by the customer based upon positive failure to meet requirements, advice given, instructions for use or negligence based upon tort, in case of slight negligence, shall lapse after 3 years. The limitation periods shall start with the date of delivery.

6.5 Claims under the warranty of for damages shall not be admissible when they are based upon improper handling, maintenance, use or processing by the customer or by third parties, or bases o normal wear and tear or damage caused in transportation.

6.6 Warranty for or claims of replacement of replaced parts and other rectification of defects shall also be based upon these conditions and shall lapse at the end of the period valid for the original item.

7. Industrial property rights, tools, secrecy

7.1 We reserve ownership and all industrial property rights and copyrights for all moulds, samples, diagrams, technical documents, price estimates or offers, which were submitted to us. The customer may only use them in the agreed way. He may not produce the contractual goods by himself or on his behalf without our written permission.

7.2 Any mould, tool or other device produced or provided by us will remain our property, even if the customer has borne the costs partially or in whole.

7.3 The customer must treat any information from the business relation confidentially, unless it is public knowledge.