General Conditions of Purchase of Goods and Services

(Revision Level: 06/2006)

These Conditions are an integral part of all quotations, all contracts concluded with our suppliers and contractors (hereinafter referred to as 'Supplier'), even in current and future business relationships. Different agreements, particularly such concerning the waiver of the written form requirement or supplementary agreements require in each case our express written consent in order to be or become a part of the contract. Different General Business Terms and Conditions of the Supplier are herewith rejected as a matter of precaution.

1. Quotation
Quotations shall be submitted free of charge and non-binding on our part. The Supplier's quotation shall comply with our enquiry/call for tender in terms of quantity, quality and design and expressly point out any deviation.

2. Prices
The prices shall be fixed prices excluding VAT. They shall include packaging, carriage, transport to our specified receiving point and transport insurance.

3. Delivery Dates and Delivery Time
3.1 The agreed delivery time shall commence with the conclusion of the contract. The delivery dates specified in the order are binding.
3.2 We shall not be obliged to accept any partial delivery, excess delivery or shortage delivery, not in compliance with the contract. The values determined upon receiving inspection of the goods shall be deemed to be correct in respect of quantity, dimensions and weight.

4. Shipping and Insurance
4.1 The goods shall be shipped to the receiving point specified by us and the risk for the goods shall pass to us at this receiving point.
4.2 On the day of despatch of the consignment, a shipping notice showing our order number, the quantity and the exact name/description of the goods shall be sent to us; the consignment itself shall be accompanied by a delivery note with the same information. We shall otherwise be entitled to refuse acceptance of the goods at the Supplier's cost.
4.3 The Supplier shall properly insure, at his own costs, the goods manufactured for the order and made available for collection against accidental loss/damage (particularly due to fire/theft), accidental deterioration and culpable damage/destruction by the Supplier.
4.4 We shall be entitled to refuse acceptance of the contract item if a force majeure event or other circumstance beyond our control (including industrial dispute) makes the acceptance impossible or unacceptable for us. The Supplier shall store the contract item at his cost and risk in such a case.

5. Provided Items and Documents
5.1 The Supplier shall be liable for the loss or damage of provided items and shall inform us immediately about a legal encroachment or actual impairment of such items.
5.2 Items provided by us (material, substances, etc.) are incorporated/processed on our behalf and remain our property during the incorporation/processing stage. In the case of a processing with other items not owned by us, we shall be entitled to co-ownership of the new manufactured item at the ratio of the value of our order to the value of all items used for the manufacture plus the Supplier's expenditure for their processing. To this extent, the Supplier keeps the items for us free of charge. The same applies if our ownership should be lost due to mixing or incorporation.
5.3 We reserve our ownership, copyright and/or other Intellectual Property Rights in respect of all documents, plans, design drawings, etc. made accessible to the Supplier. The aforementioned documents and information may not be used for other purposes and particularly not reproduced or made accessible to a third party without our written consent. The aforementioned documents and information shall be returned to us without undue delay upon demand.
5.4 The Supplier shall, both during the contract term and thereafter, treat all documents described in item 5.3 and all types of technical and business information as strictly confidential and use such documents/information only for the purpose of the respective contract and similarly oblige third parties that are given access to such documents or information.
5.5 Moulds, models, tools, films, etc. that are manufactured by the Supplier for the fulfilment of the order shall become our property by way of payment even if they are retained by the Supplier, for which our consent is required.

6. Invoicing and Payment
6.1 Unless otherwise agreed in writing, the Supplier's claims become due 10 days after receipt and the acceptance of defect-free goods, the associated documents (e.g. analysis values, weight lists, insurance policies, bills of lading, etc.) and after receipt of correct and verifiable invoices as per item 6.2. below, less 3% early payment discount.
6.2 Invoices shall be submitted in duplicate and separately for each order after performance according to the contract. Each invoice must show our order number/date, list the different order items and show the VAT separately.
6.3 In cases of early delivery, we reserve the right to make the payment on the day that would have been contract-compliant with a delivery date compliant delivery.

7. Assignment and Offsetting
7.1 The Supplier shall not be entitled to assign, either completely or partially, his claims or rights against us to a third party without our written consent. Excluded from this are prior assignments within the scope of a reservation of ownership by a sub-supplier of the Supplier.
7.2 An offsetting with counterclaims of the Supplier is only permitted if the claim is undisputed and due or res judicata.
7.3 The Supplier may neither refuse nor withhold his performance due to counterclaims from earlier transactions or other transactions of a current business relationship.

8. Reservation of Title of Ownership
Provisions concerning reservation of title of ownership in the General Terms and Conditions of our Suppliers are acknowledged by us only to the extent that our Supplier reserves his ownership of the contract item until we have completely fulfilled the Supplier's entitlement to payment for the respective contract item. We reject broader provisions (e.g. concerning so-called extended reservation of title of ownership).

9. Defect
9.1 If the contract item is defective, we shall be entitled to the statutory entitlement based on defect - without any limitation - with the proviso that the complaint period pursuant to Article 377 of the German Commercial Code is at least eight working days from delivery. For hidden defects, particularly those that do not show themselves until the processing or commissioning of the contract item, the complaint period shall not start until their discovery.
9.2 The limitation period for defect of quality and defect of title is pursuant to the German Civil Code.

10. Compensation and Liability
10.1 We exclude our liability for slightly negligent breach of contractual duty provided that this does not concern a material contractual duty, loss due to death, bodily injury or impairment of health or warranties or entitlements pursuant to the Product Liability Code. The same applies for breach of duty on the part of our vicarious agents.
10.2 In the development and manufacture of the contract item, the Supplier shall observe the latest developments in science and technology and comply with all mandatory legal requirements, perform a thorough functional check and quality inspection before shipping and sufficiently document all action taken to fulfil these duties, keep this documentation for a period of 11 years and allow us to view this documentation at any time upon request.
10.3 If a claim for compensation due to product defect is made against us, the Supplier shall indemnify us against such claims if, and to the extent that, the loss/damage was caused by raw material or partial product supplied by the Supplier or by service rendered by the Supplier. In all other cases, the Supplier shall be liable as prescribed by the statutory provisions.

11. Rescission
We shall be entitled to rescind/terminate the contract if an application for the opening of insolvency proceedings in respect of the Supplier's assets is filed, such proceedings are opened or refused due to lack of assets or if the Supplier ceases to make his payments not just temporarily, after we have warned the Supplier of the rescission/termination of the contract and he has not, within a period of 5 working days starting from the receipt of the warning, provided us with a performance bond for all the goods/services to be supplied by the Supplier on the basis of the contract.

12. Final Provisions
12.1 place of performance for the Supplier shall be the receiving point / place of use specified by us.
12.2 The exclusive place of jurisdiction for all disputes arising directly or indirectly out of the contractual relationship - including out of documents, bills or cheques - shall be Bremen (courts of the city of Bremen). However, we are also entitled to take legal action for our claims against the Supplier at the courts having jurisdiction at the Supplier's place of business, if we so wish.
12.3 The laws of the Federal Republic of Germany shall apply. The application of the UN Convention of 11.04.1980 on Contracts for the International Sale of Goods is excluded.
12.4 Should individual provisions of a contract on the supply of goods and/or services, of which these Conditions are a part, be or become ineffective, the effectiveness of the other provisions of the contract shall not be affected.