General Terms and Conditions

I. Preamble

1. Our General Terms and Conditions shall apply exclusively (hereinafter: General Terms and Conditions). We do not recognise opposing or deviating general terms and conditions of our contractual partner unless we explicitly consent to their application in writing. Our General Terms and Conditions shall also apply if we perform our obligations despite being aware of opposing or deviating terms and conditions of our contractual partner (hereinafter: Customer). Our General Terms and Conditions shall also be regarded as a frame agreement for future agreements with the same Customer without placing us under an obligation to refer to our General Terms and Conditions in each individual case.

2. All agreements concluded between ourselves and the Customer, for the purpose of performing this agreement, are set out in writing in the order confirmation and in these General Terms and Conditions. Declarations or notices of legal significance to be submitted after conclusion of the agreement shall also be in writing to be valid. Agreements sent by fax and /or by email shall be deemed to observe the written form requirement.

3. Our General Terms and Conditions apply exclusively to Customers which are entrepreneurs within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch), legal persons under public law or a special fund under public law. The duties set out in § 312e (1) sentence 1 no. 1 to no. 3, sentence 2 of the German Civil Code shall not apply to our Customers.

II. Offer – offer documentation

1. Our offers are subject to change and are non-binding unless the offer states otherwise. If a Customer offer is qualified as an offer, we can accept this within 5 working days.

2. We reserve the ownership rights and copyrights in illustrations, drawings, calculations and other documents. Samples, documentation, product descriptions and other documents shall not be deemed a warranty of quality or guaranteed characteristic; only those characteristics which are expressly described as guaranteed by us shall be deemed guaranteed. Samples shall not be passed on to third parties without our express written consent.

III. Prices – conditions of payment

1. Unless otherwise set out in the order confirmation, our prices shall be deemed "ex works" excluding packaging which will be invoiced separately. The Customer shall bear all risks of transportation (§ 447 of the German Civil Code) and any customs duties, fees, taxes and other public levies.

2. If price increases occur after conclusion of the agreement, in particular as a result of collective agreements or material price adjustments, the Customer undertakes to negotiate an adjustment of the prices with us upon evidence of such price increases.

3. Statutory VAT is not included in our prices. It shall be stated separately on the invoice in the statutory amount on the date of the invoice.

4. Unless otherwise agreed in writing the Customer shall fall into default if it has not paid the net purchase price (without deduction) in full within 30 days of the invoice date.

5. The Customer may pay the purchase price cash on delivery, by invoice or credit card. Payments shall be made exclusively to ourselves (place of performance: Aachen) free of charges and costs. Cheques and bills of exchange shall only be accepted on account of performance and only be credited subject to receipt and calculation of the corresponding interest and charges. We do not assume any liability for notifications and submission of reclamations being correct and within the time limit. We reserve the right to pay by bill of exchange. If a cash account has been agreed, payment by bill of exchange shall not be deemed payment in cash. Our representatives shall only be entitled to accept cash if they submit written authority to collect. If payment
is made to a representative without corresponding legitimation, this shall not discharge the Customer's debt.

6. Discount deductions shall require separate written consent. A discount cannot be applied to mound costs, tool costs, equipment costs, labour costs and programming costs as a matter of principle unless otherwise agreed in writing.

7. The Customer shall only be entitled to offset claims, even if defaults or counterclaims are being asserted, where the claims asserted have been determined by a court of law, are undisputed or we have acknowledged these. The Customer can only exercise a right of retention if its counterclaim is based on the same contractual relationship, from which the Customer's payment obligation results

IV. Delivery – delivery period

1. Unless otherwise expressly agreed in writing, delivery shall be ex works plus carriage costs and expenses. We reserve the right to select the method and means of delivery. If "free" delivery is agreed in writing, delivery shall be by way of the method cheapest for us.

2. The delivery period shall be agreed individually or stated in the order confirmation. The delivery period given by us shall be subject to all technical preconditions/questions necessary to process the individual order having been clarified with the Customer and timely self-delivery by our suppliers. Observance of the delivery obligation shall also be subject to timely notification by the Customer of the information and technical details necessary to process the order.

3. If the Customer falls into defaults with acceptance or if it culpably breaches its cooperation duties within the meaning of 1., we shall be entitled to demand compensation for the damage caused hereby, including any additional expenses. Further-reaching claims or rights are reserved.

V. Claims for defects by the Customer

1. The statutory provisions shall apply to the Customer's rights in the case of material or legal defects unless otherwise provided below. §§ 478, 479 of the German Civil Code shall remain unaffected in the case of recourse to the supplier.

2. Claims for defects of the Customer shall be subject to it having properly observed its duties of inspection and information pursuant to § 377, 381 (2) of the German Commercial Code (Handelsgesetzbuch). Independent hereof the Customer shall notify us in writing of obvious defects within two weeks of delivery whereby timely dispatch of the notification shall be sufficient. If the Customer fails to properly notify the defect, we shall not be held liable for the defect notified.

3. In the event of remedy of defect or replacement delivery we shall bear all costs of subsequent performance, in particular transport, travel, work and material costs unless these are increased owing to the purchased item not being located at the place of performance.

4. Customer compensation claims or claims to reimbursement of wasted expenses shall be subject to VI. and are otherwise excluded. Further, we shall be liable pursuant to the statutory provisions where the Customer asserts compensation claims based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Where we are not guilty of an intentional breach of duty, compensation for damages shall be limited to foreseeable, typical damage. We are also liable pursuant to the statutory provisions if we culpably breach an essential contractual duty; in this case too compensation for damages is restricted to foreseeable damage which typically results in comparable transactions. There shall be deemed to be a significant breach of duty if the breach of duty concerns a duty, the fulfilment of which the Customer has relied on and should have been able to rely on.

VI. Joint liability

1. Unless otherwise set out in these General Terms and Conditions including the following provisions, we shall be liable for a breach of contractual and extra-contractual duties in the framework of the statutory provisions.

2. We shall be liable for compensation – irrespective of legal basis - in the case of intent and gross negligence. In the case of slight negligence we shall only be liable
a) for damage arising from injury to life, body or health;
b) for damage arising from breach of an essential contractual duty (obligation, the fulfilment of which enables proper performance of the agreement and observation of which the contractual partner regularly relies on and should have been able to rely on) whereby liability in this case is restricted to compensation for foreseeable, typical damage.

3. The liability limitations set out in 2. shall not apply if we have fraudulently concealed a defect or have provided a warranty for the quality of the goods. The same applies to claims by the Customer pursuant to the Product Liability Act (Produkthaftungsgesetz).

4. The Customer may only rescind or terminate the agreement owing to a breach of duty which does not consist in a defect if we are responsible for the breach of duty. In all other respects the statutory preconditions and legal consequences apply.

VII. Statute of limitations

1. Deviating from § 438 (1) no. 3 of the German Civil Code, the general limitation period for claims arising from material and legal defects shall be one year from delivery. If acceptance is agreed, the limitation period shall commence on acceptance. The special statutory provisions in the event that we fraudulently conceal a defect (§ 438 (3) of the German Civil Code, § 634 a (3) of the German Civil Code) and for claims in connection with recourse to a supplier (§ 479 of the German Civil Code) remain unaffected hereby.

2. The above limitation periods also apply to contractual and extra-contractual compensation claims of the Customer which are based on a defect in the goods, unless the application of the standard statutory limitation period (§§ 195, 199 of the German Civil Code) would lead to a shorter limitation period in the individual case. The limitation periods of the Product Liability Act shall remain unaffected. The statutory limitation periods exclusively apply to all other compensation claims of the Customer under VI.

VIII. Retention of title

1. We reserve title in the goods until full payment of all current and future claims under the purchase agreement and an ongoing business relationship.

2. The Customer is entitled to sell the goods on in the framework of proper business. It assigns to us now in advance all claims in the amount of the invoice (including VAT) which it accrues through the sale to its customer and irrespective of whether the goods were sold on to the customer without or after processing. We hereby accept the assignment. We reserve the right to collect the claim ourselves as soon as the Customer does not properly fulfil its payment obligations and falls into default. In this case any amounts collected from the customer shall be paid to us without undue delay and, where appropriate, shall be kept separately for us until due and the bank transfer is made. We may also request that the Customer provide information about the claims assigned and their debtors, all information necessary for collection thereof, that it hand over the associated documents and inform the debtors (third parties) that the claims have been assigned to us.

3. Any processing and alteration of the goods by the Customer shall always be in our name and for our account. If the goods are combined with items which do not belong to us, we shall acquire co-ownership in the new item pro rata to the value of the goods supplied by us to the other items processed at the time of processing.

4. If the goods are mixed with other items which do not belong to us, we shall acquire co-ownership in the new item pro rata to the value of the goods supplied by us to the other items processed at the time of mixing. If mixing takes place in such a way that the item of the Customer or its customer must be regarded as the main item, it shall be deemed agreed that the Customer shall assign to us pro rata co-ownership. The Customer shall keep the resulting sole ownership or co-ownership on our behalf.

5. The Customer shall inform us without undue delay of any attachments or other interferences by third parties so that we can file a claim pursuant to § 771 of the German Code of Civil Procedure (Zivilprozessordnung). In the event that third parties are not in a position to reimburse us the costs of a claim in or out of court pursuant to § 771 of the German Code of Civil Procedure, the Customer shall be liable for the loss which we suffer. The Customer is not entitled to pledge, transfer or assign the goods delivered subject to retention of title either.

6. We undertake to release the securities to which we are entitled on request by the Customer to the extent that the realisable value of our securities exceeds the claim to be secured by more than 10%. We may choose the securities to be released at our discretion.

IX. Tool costs – title in tools

1. If tools and/or moulds have to be manufactured in order to be able to fulfil the actual performance /supply agreement, we shall be responsible for manufacturing the tools and/or moulds.

2. The costs for manufacturing the tools and/or moulds shall be set out in a separate agreement.

3. Irrespective of who bears the costs for manufacturing the tools and /or moulds, the title in the tools shall remain with us. Contributions to equipment /manufacturing costs (mould costs, parts, tool costs, etc.) shall not affect our exclusive title in this equipment and these tools. Even after full payment of the above costs, the Customer shall not obtain a right to transfer of the tools and/or moulds themselves.

X. Law – place of jurisdiction

1. The law of the Federal Republic of Germany shall apply excluding the UN Convention on Contracts for the International Sale of Goods. Preconditions and effects of the retention of title pursuant to VIII. are subject to the law applicable at the respective location at which the goods are stored if, according hereto, the choice of German law is impermissible or ineffective.

2. The exclusive place of jurisdiction for disputes under this agreement for Customers which are businessmen, legal persons under public law or special funds under public law is our registered place of business, Aachen. However, we are also entitled to file claims at the general place of jurisdiction of the Customer. The same applies if the Customer has no general place of jurisdiction in Germany or its place of residence or its habitual abode are unknown at the time the claim is filed.

3. Unless otherwise set out in the order confirmation, our registered place of business shall be place of performance.

In the event of discrepancies between the German version and the English version, the German version shall prevail.