Allgemeine Verkaufsbedingungen

1. Scope and Duty to Deliver:

No offers will be binding until written confirmation of the orders received.

The information listed by us may not be made available to third parties.

2. Offers and Sales:

3. Prices:

All prices are on a net basis, in bulk and without any deductions whatsoever, unless agreed otherwise.

The prices listed in the offers and order confirmations are subject to change, i.e., in the event of an change in the underlying raw material prices and costs at the time of the conclusion of the contract, the prices will be increased accordingly.

Unless otherwise agreed in writing, all ancillary costs, such as, for example, with respect to freight, insurance, export, passage in transit, import and other permits and certifications, will be borne by the Purchaser. The Purchaser will also be required to pay all types of taxes, duties, fees, custom fees and the like that are levied in connection with the contract. In the event that we should become subject to a duty to pay for the same, the payments shall be reimbursed to us by the Purchaser against corresponding proof of payment. Written agreements to the contrary take precedence.

In the case of carriage-paid deliveries, the prices include the lowest normal freight rates, but do not include loading costs, freight charges and other fees. The offloading and unloading shall be borne by the recipient.

4. Delivery and Shipment:

Shall always take place for the account and at the risk of the Purchaser, and at the risk of the Purchaser even if carriage-paid deliveries are agreed upon. The type of shipment, shipment route and the procuring of shipment options shall be left up to us. With respect to items that are lost during transport, claims to compensation on the part of the recipient must be addressed to the Supplier. The recipient must have damages that are inflicted during shipment on the items transported immediately certified on the bill of lading, certificate of delivery, etc. No claims of any type whatsoever may be made against us. Partial deliveries are permitted and will be individually invoiced. In the case of orders with approximate quantities indicated, excess or short deliveries of up to 10% may occur.

Insurance against transport damages shall be the responsibility of the Purchaser and shall be for the Purchaser’s own account and at its own risk, even if, based on special agreement, the insurance policy is to be concluded by us.

5. Packaging:

The packaging will be invoiced based on a time and material basis, unless it is a component of the sales price. The packaging will not be taken back by us.

6. Delivery Period:

The delivery period indicated is always approximate and is not binding in any case. No special warranty with respect to compliance can be provided. The delivery and shipment possibilities are reserved for us at all times. No claims may be derived from the non-compliance with agreed upon delivery deadlines.

7. Transfer of Risk:

All risks shall be transferred to the recipient at the time that the delivery leaves our warehouse/storage location, even if it is made available to the recipient.

If the shipment is delayed at the request of the Purchaser or based on other grounds beyond our control, the risks shall be transferred to the Purchaser at the point in time originally contemplated for the surrender ex warehouse/storage location. From this point in time, the deliveries will be stored and insured for the account and at the risk of the Purchaser.

8. Excess or Short Deliveries:

Depending on the type of goods shipped, deviations in weight, number of units and measurements of up to 10% in connection with the deliveries are permitted. This also applies with respect to partial deliveries.

9. Interruption of Supply:

Acts of God, business disruptions, shortages of raw materials and operating supplies and similar cases shall entitle us to change and cancel, in whole or in part, our obligations to deliver in accordance with the relevant scope of the exigency. No claims to compensation of any type whatsoever based on a failure to deliver or late delivery may be raised.

10. Terminations und Release Orders:

If, following expiration of the agreed-upon deadline for issuing release orders or after repeated, fruitless requests, the Purchaser does not accept the goods, we are authorized, regardless of the rights arising by law, to cancel the quantities not demanded or to invoice the same. The date of invoice shall in such cases be deemed to be the date of delivery. With the issuance of the invoice, the risks shall transfer to the Purchaser. The costs arising through the storage, but at least 1% of the invoice amount, shall be billed to the Purchaser for each month.

11. Rights of Retention:

The Purchaser shall not be entitled to any rights of retention.

12. Liability for Defects:

Notices of defects must be given in writing by no later than within 10 days after receipt of the goods or immediately upon the appearance of the defects and within the deadline for objections. Our liability is limited exclusively to the remedying of defects or new deliveries, at our option. Further-reaching claims shall be precluded. We provide a guarantee only to the extent that the manufacturer itself provides a guarantee. If the goods are not in the condition in which they were originally delivered or if they were commingled with other goods, we shall not have any liability whatsoever. We cannot provide any guarantee that the goods delivered by us comply with the various regulations, orders or statutes.

13. Disclaim of Further Liability:

All cases of breaches of contract and the legal consequences thereof, as well as all claims on the part of the Purchaser, regardless of the legal ground for which they are raised, are governed exclusively by these General Terms and Conditions of Sale. In particular, all claims on the part of the Purchaser not expressly named herein to compensation, reduction in the purchase price, revocation of the contract or withdrawal from the contract shall be precluded. No claims whatsoever shall exist on the part of the Purchaser to compensation for damages that did not arise with respect to the object of delivery itself, such as, in particular, loss of production, losses in use, the loss of orders, foregone profit and other direct and indirect damages. This preclusion of liability shall not apply with respect to illegal intent or gross negligence by us, but shall nonetheless also apply with respect to illegal intent or gross negligence on the part of agents.

14. Right of Recourse:

If persons are injured or property of third parties is injured due to acts or omissions on the part of the Purchaser or his agents and we are claimed against for this reason, we shall be entitled to a right of recourse against the Purchaser.

15. No Assignment:

The Purchaser may not transfer his claims under the contracts to a third party without our express written consent.

16. Right of the Supplier to Withdraw:

The unconditional creditworthiness and credit standing of the Purchaser is a prerequisite for the duty to deliver. We shall be entitled to demand advance payments or collateral if the unconditional certainty of payment is not ensured. If we are not provided security within a reasonable period after our request, we shall be permitted to withdraw from the contract.

We shall also be entitled to withdraw in the event of delay on the part of the Purchaser even if the object of purchase was transferred into the possession of the Purchaser before payment.

17. Reservation of Ownership:

We retain ownership of all goods delivered by us up until the discharge of all of our own claims as well as of the claims of our affiliated companies, even if payments are made with respect to specially designated claims. This shall apply even if some or all of our claims are included in a current invoice and the balance is drawn and recognized. Our rights of security pursuant to the paragraphs below shall also apply with respect to these claims.

The Purchaser shall be obligated to cooperate in connection with all measures that are required in order to protect our ownership. Upon the conclusion of the contract, the Purchaser authorizes us to take all measures to protect our ownership at the cost of the Purchaser, including, in particular, the entry or annotation of the reservation of ownership in public registers, books or the like, in accordance with the relevant national legislation, and to satisfy all formalities in this regard.

The Purchaser may transfer our ownership only as long as he is not in default. The Purchaser is entitled and authorized to resell our conditional goods only provided that the claims under the resale pass to us in accordance with the two paragraphs below. The Purchaser is not entitled to make any other disposals over the conditional goods, in particular, for the purpose of transfers by way of security and for purposes of pledges.

The claims of the Purchaser under a resale of the conditional goods - including after a processing or commingling of the goods - are already now assigned to us.

Upon our request, the Purchaser shall be required, unless we inform his buyer ourselves, to notify the buyer of the assignment to us and to evidence such notification to us, as well as to send the information and documents necessary to collect on the assigned claim together with this notification. Subject to his right to resell set out in the paragraphs above, the Purchaser will take all measures so that our claim of ownership is neither impaired nor revoked. In particular, in the event of seizures and other impairments by third parties, the Purchaser is obligated to assert our ownership and to notify us in the speediest manner possible and to make available to us copies of the seizure records or the corresponding documents.

18. Failure to Perform:

In the case of a failure to perform the purchase contract on the part of the Purchaser, the Purchaser shall be obligated to compensate us for the damages incurred at the time of the performance of the contract.

19. Terms of Payment:

The terms of payment indicated in the order confirmation or on the invoice shall be determinative. Unless other terms are agreed, our invoices are payable immediately upon the date of the invoice, without deduction. If the payment deadlines are exceeded, customary market rate default interest will be charged, without any reminder. The assertion of further default damages is not precluded. The payments are due regardless of delay in the receipt of the invoice or the goods or in the commencement of use of the goods, and also regardless of the right to notify defects. Our representatives, drivers, passengers, etc., are entitled to collect funds only against presentation of our written debt collection power of attorney. Bills of exchange and checks shall be deemed to be accepted only on account of performance. In case of payment arrears of more than one week, claims of all types that are not yet due shall become immediately due. The same applies also in the event that the personal or economic situation of the debtor makes our claims appear endangered.

The retention of payments by the Purchaser or a set-off of possible claims of the Purchaser against our claims shall be precluded.

20. Measurements and Weights:

Unless a different rule is expressly agreed, the weight or measurement determined by us shall be exclusively determinative.

21. Place of Performance and Special Domicile:

With respect to all obligations arising under the contracts, the location of our warehouse/storage location shall be the exclusive place of performance and Steinhausen/Switzerland shall be the special domicile for purposes of debt collection law.

22. Scope of Application:

By granting an order, the Purchaser acknowledges all parts of the terms and conditions. Amendments or additional agreements shall take precedence only if they are confirmed by us in writing.

23. In the case of the invalidity of individual parts of our terms and conditions, the remaining terms and conditions shall continue to be binding. Otherwise, in the case of invalidity, the provision that most closely approximates what was intended by the invalid provision shall be deemed to have been agreed.

24. Applicable Law and Jurisdiction:

This sales confirmation and the underlying purchase contract shall be governed by Swiss substantive law (Swiss Code of Obligations), to the preclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980. The ordinary courts of Zug/Switzerland shall have exclusively jurisdiction with respect to all disputes arising out of or in connection with this sales confirmation or the underlying purchase contract, including with respect to litigation relating to documents, bills of exchange and checks. We shall be entitled, however, to sue the Purchaser at its place of registered office.

25. In cases of uncertainty or conflict, the German version of the General Terms and Conditions of Sale (Allgemeine Verkaufsbedingungen) shall prevail.

(April 2006)