GTCs

GENERAL CONDITIONS OF SUPPLY

of

LS Kunststofftechnologie GmbH, Lösungen + Systeme aus Hochleistungspolymeren, Wertheim

1. Validity and conclusion of contract

1.1. Deliveries and services of any nature whatsoever to the customer are made exclusively on our General Terms and Conditions of Business which the customer accepts by placing the order or accepting the service.

The validity of all other conditions is excluded even if we do not object to them.

Our General Terms and Conditions of Business also apply to all future business relationships even if they have not been expressly agreed on such occasions.

1.2. Our offers are subject to confirmation.A contract does not come into existence until the order is accepted by us in writing. Delivery notes and other letters of confirmation issued by ourselves are recognised as accurate by the customer unless the customer objects to these documents in writing without delay, and not later than four working days from receipt. By placing an order for goods the customer declares irrevocably that he is willing to place the order. We are entitled to accept the offer to enter into a contract contained in the order within two weeks after receipt. Acceptance may be made either in writing or by delivery of the goods to the customer.

1.3. We reserve the right to make reasonable amendments to the products which are technically necessary or which are suitable. Dimensions, sketches and drawings are only to provide the customer with preliminary information and are only binding after confirmation by us in writing. Information on properties and performance of the products are for illustrative purposes only and are not binding.

1.4. Unless expressly agreed to the contrary, the definitions and specifications in the offer, the drawings and the description of performance, these General Terms and Conditions of Business and the general provisions of the Civil Code apply in respect of the contents of the contract as supplementary stipulations and in the above-mentioned order.

1.5. The contract is concluded subject to the correct and timely supply by our subcontractors. This applies only in the event that the failure to deliver was not caused by ourselves, and in particular in the event of the conclusion of a congruent corresponding transaction with our suppliers. The customer will be informed without delay of the non-availability of the goods. The consideration will be returned without delay.

2. Estimate / Preparatory Work

2.1. If the customer requires a binding indication of price, a detailed written offer must be made; in this case the work and the materials necessary for the manufacture of the piece must be listed in detail and the corresponding price stated. We are then bound by this detailed offer up to the end of the fourth week after its submission.

2.2. Detailed offers will be invoiced by at an agreed price.

2.3. Preliminary work such as the preparation of lists of properties, project documents, plans, drawings and models required by the customer are also invoiced at an agreed price.

2.4. If an order is placed as a result of a detailed offer, any charges for the detailed offer and for any preliminary work will be offset against the invoice for the order.

3. Delivery

3.1. Delivery dates and lead times are only binding if they have been agreed with the customer or have been confirmed by us in writing. Lead times begin with the date of the order confirmation and after clarification of technical issues and receipt of all documents and plans which are to be supplied by the customer.

3.2. Unforeseeable events, such as force majeure, delays to supplies or transport or industrial disputes release us for their duration from the obligation to supply at the agreed time in so far as such events are not caused by ourselves. Lead times are extended by the duration of the disruption. If the disruption lasts longer than six months, both parties may withdraw from the contract. In such an event the customer shall have no claim for loss or damage.

3.3. If we are late, the customer is entitled to withdraw from the contract only after giving due warning and after the expiry of a suitable grace period for the performance or subsequent performance of the contract. Claims for loss or damage are excluded in so far as they fail to arise from these Terms and Conditions.

3.4. If the customer is late in accepting goods or if he otherwise causes delay in the despatch of the goods, we are entitled to store the products at the customer's expense and risk. We may withdraw from the contract and claim damages instead of performance if a grace period for the acceptance of the products was defined but the goods were not accepted within this period. Further rights remain thereby unaffected.

3.5. The risk of accidental deterioration or destruction of the goods passes with their transfer or, in the case of a sale to destination according to buyer's instructions, with delivery of the goods to the forwarding agent or carrier or any person or organisation appointed to deliver the goods to the customer. Such transfer will be made even if the customer is late in accepting the goods.

3.6. We are entitled to make partial deliveries and to make under and over deliveries of +/- 10%. Our obligation to deliver is suspended if the customer is late in making a payment arising from this business relationship. In the event of call-off orders, the total quantity must be called off within 12 months.

3.7. Unless agreed to the contrary, our delivery is deemed to be accepted not later than the date on which goods supplied by us were used. We are entitled to demand the acceptance of partial deliveries.

4. Prices and Payment Conditions

4.1. All prices will be invoiced at the prices set out in the relevant price lists valid at the time of order acceptance unless agreed to the contrary or unless directly otherwise stated in the order confirmation. Prices are ex our works plus transport costs, transport insurance and statutory VAT. If there should be more than four months between conclusion of the contract and delivery, then we are entitled to require a reasonable surcharge in line with the increase in our costs up to the time of delivery.

4.2. Unless otherwise agreed, payments must be made in full by the customer within 30 days of invoice date.

4.3. In the case of payment by bank transfer, cheque, or bill of exchange, the value date is deemed to be the effective date of receipt. We only accept cheques and bills of exchange by special agreement and only by way of provisional performance; all costs associated with the cheque or bill of exchange will be invoiced.

4.4. The customer is deemed be in payment default if payment is made after the due date. The customer must pay penal interest at 8% over base rate during the period of delay. We reserve the right to demonstrate greater loss through delayed payment in respect of the customer and to claim such loss.

4.5. If the customer should fail to comply with his contractual payment obligations or cease to make payments or if other circumstances should come to our notice which raise doubts about the customer's credit-worthiness, we are entitled to declare that all outstanding balances are due for payment and to require prepayments or security. In such cases we may withdraw from the contract without any grace period in so far as performance of the contract is incomplete.

4.6. The customer has the right to offset payments only if his counter-claims have been judged "res judicata" or recognised by us. The customer may only exercise a right of retention if his counter-claim is based on the same contractual relationship.

4.7. In the event of subsequent amendment to the model or the design or to dimensions set out in our offer or in our letter of confirmation, whether as a result of the customer's wish, technical necessity, unforeseen difficulties or other circumstances over which we have no control, we are entitled to invoice additional costs to the customer.

4.8. Our claims for payment lapse after five years.

5. Retention of Title

5.1 We retain title to the goods until complete payment of all liabilities arising from the business relationship with the purchaser. The retention of title shall also extend to the accepted balance in the purchaser's current account. When the purchaser breaks contract terms, particularly by default on payment or late payment, we are entitled, after a reasonable notice period, to take back the goods; the purchaser is obligated to deliver. When goods are taken back there is an automatic cancellation of the contract. The purchaser is required to notify us in writing of any collateralisation or assignment of rights to a third party in order that we may levy claims according to article 771 of the German Civil Code. If a third party is not prepared to settle the enforceable and extraordinary costs arising from a claim according to article 771 of the German Civil Code, the purchaser then becomes liable for the resulting shortfall.

5.2 The purchaser is entitled in the normal course of business to sell-on the goods; the purchaser transfers all outstanding debts in the amount of the invoices including sales taxes to their purchaser or third party acquirer, independent on whether the goods have been sold-on with or without further processing. The purchaser is authorized to collect these assigned debts. Our right to collect the receivables remains unaffected; however we agree not to collect the receivables as long as the purchasers obligations are fulfilled and are not in default. When in default the purchaser is obligated to make the assigned debts and debtor known to us and to transfer all necessary information, hand over all corresponding documents and notify the third party of the transfer.

5.3 Processing or transformation of the delivery item by the purchaser is always effected on our behalf. In the event of items other than our own being used to effect the transformation of the delivery item, we shall acquire co-ownership of the new object in the ratio of the value of the delivery item to the other items processed at the time of processing. For the rest, the same shall apply to the object created through processing as applies to retained goods.

5.4 If the goods are inseparably combined or mixed with other articles not belonging to us then we acquire co-ownership of the new articles in proportion to the value of the goods pertaining at the time of the combination or mixing. When the combination or mixing results the Purchaser's articles contributing the main value then it is agreed to pro-rate the co-ownership. The purchaser is custodian of the sole ownership or co-ownership on our behalf.

5.5 The purchaser shall also assign to us such claims as he has against a third party that arise from the connecting of the delivery item to a piece of real estate as security for our claims against the purchaser.

5.6 We undertake to release securities pledged to us as far as they exceed the value of open invoices not yet settled by more than 10%.

5.7 The purchaser is obliged to insure adequately the products which are delivered with retention of title or which arise from combination, mixing or processing, against all usual risks but in particular against fire, theft and water and to handle the goods with due care and attention.

6. Warranty

6.1. The customer must check the delivery immediately after receipt and inform us in writing without delay of any claims or any obvious or hidden or defects not later than one week of receipt or discovery. The customer loses all claims to warranties and replacement in respect of the absence of guaranteed properties if he fails to test the material immediately after receipt or before processing, consumption, use, incorporation or resale and fails to inform us in writing of any claim within one week. All warranty claims and claims for loss or damage are excluded after the expiry of this period.

The time limit shall be deemed to have been observed if the claim is dispatched within the time limit. The burden of proof for all qualifying conditions, in particular for the claim itself, for the moment in time at which the defect was noted and for the timeliness of the notification of the claim lies with the customer. Permissible tolerances form no basis for a claim.

6.2. We will meet our warranty obligations for defective goods by rectification or further supplies, at our option. Any parts which are replaced become our property in so far as they were not already our property. In so far as we refuse performance formally and finally, or refuse rectification of the defect and subsequent performance for reason of disproportionate costs, or in so far as subsequent performance fails or is unreasonable for the customer, the customer may at his option require in place of performance only reduction of the price (diminution) or rescission of the contract (withdrawal) and loss or damages in the context of limitation of liability.

In the event of minor breach of contract and particularly in the event of minor defects, the customer has, however, no right of withdrawal. If, because of a defect of title or a material defect after failed subsequent performance, the customer selects withdrawal from the contract, the customer has no claim to loss or damages by reason of the defect.

If, after failed subsequent performance, the customer opts to claim for loss or damages, the goods will remain at the customer's premises if this is reasonable for him. The claim for loss or damages is limited to the difference between the purchase price and the value of the defective goods. This does not apply if we caused the breach of contract by deceit. There is no claim for loss or damage in so far as the products which were delivered are defective by reason of improper maintenance and cleaning, damage, improper use, processing or repair. Claims for loss or damage against us in respect of third-party products or third-party products which are combined with goods delivered by ourselves or which are used in conjunction with these products are excluded; in this connection we transfer those warranty claims to the customer for which the supplier of the third-party products is responsible to us.

Except for agreements to the contrary, we accept no liability for the proper functionality of our products in so far as these are combined with third-party products by the customer or are operated in conjunction with third-party products. If only individual parts of a shipment consisting of several parts are defective, any claims by the customer against us are limited to these parts. The warranty period is one year from dispatch. This does not apply if the customer has failed to report the defect in good time (Clause 1 of this provision).

6.3. In so far as we are not responsible for the breach of an obligation in a defect, the customer is not entitled to withdraw from the contract. The short expiry period of the right of action through lapse of time does not apply in the case of alleged gross negligence on our part and in the case of bodily harm or impairment of health attributable to us or in the case of loss of life to the customer. Our liability under the Product Liability Act remains likewise unaffected.

6.4. In the case of fraudulent concealment of defects or the acceptance of a guarantee for the quality, further claims remain unaffected. The customer does not receive guarantees from us in the strict legal sense.

6.5. Further claims, especially for consequential losses are excluded in so far as permitted by law. All claims for loss and damage, including those arising from positive violation of contractual duty, tortious act and particularly from product liability or any other cause in law exist against us in so far as permitted by law only in the case of intent or gross negligence. In the case of ordinary negligence, we are liable only in the event of material breach of contract and if the breach of contract originates in our organisation. Such claims lapse in six months; the periods of limitation commence with the final delivery. In so far as we are obliged to hold stocks of replacement parts, this obligation is limited to a period of 5 years after delivery.

6.6. All other claims are excluded unless otherwise agree in these Terms and Conditions.

7. Liability

7.1. In the event of breaches of duty due to ordinary negligence, our liability is limited to the average direct loss or damage typical of the contract and which is foreseeable with this type of work. This also applies in the case of breaches of duty due to ordinary negligence of our legal representatives or vicarious agents.

7.2. We have no liability to companies in respect of the breach of insignificant contractual obligations due to ordinary negligence.

7.3. The above limitations of liability do not affect claims on the part of customers arising from product liability. Furthermore, the above limitations of liability do not apply in the case of bodily harm and injuries to health attributable to us or the loss of the client's life attributable to us.

8. Industrial property rights

8.1. The customer will inform us immediately of any claims made by third parties arising from the infringement of industrial property rights in respect of the products we have delivered.

8.2. The customer must provide us with the necessary assistance to defend his industrial property rights.

8.3. If the customer is prevented by third party industrial property rights from using the products we have delivered, we will, at the customer's option, obtain for the customer the right to use such products or replace the products by others which do not infringe third party rights.

8.4. Other customer's rights are excluded, save as provided otherwise in these Terms and Conditions.

9. General provisions

9.1. Amendments and additions to the contract and to these Terms and Conditions must be made in writing.

9.2. If one of the above-mentioned provisions should be unworkable or invalid, the validity of the remaining provisions is thereby unaffected. If one of the provisions of these Terms and Conditions should be invalid, it is to be replaced with regard to the remaining provisions by another provision which comes closest to the economic purpose of the invalid provision.

9.3. The legal relationships between us and the customer are governed exclusively by the law of the Federal Republic of Germany. The application of the uniform law on the international sale of goods is excluded.

9.4. In so far as the customer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, Wertheim is agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, with the provision that we may also bring an action against the customer at his general place of jurisdiction. The same applies if the customer has no general place of jurisdiction in Germany or if his address or his ordinary abode are unknown at the time of bringing an action.

9.5. The customer is aware that as part of our business processes his personal data is recorded and processed as far as is necessary for business purposes. The customer agrees to this and is deemed to be informed within the meaning of § 33, Paragraph 1 of the Federal Data Protection Act.

Last update: 10.08.2009

Version: 2.0