General Conditions of Purchase

1.    With the issuing of the order the supplier declares that it in agreement with these terms of business. Not commenting on any of the supplier's terms of business does not in any way constitute agreement with them. In particular, accepting the supplier's service does not represent implied agreement with its terms of business.

These terms of business shall also apply to any and all future business relationships between the parties.

Any amendments, side agreements and/or addenda within the context of this contract or of any future contracts shall require our written confirmation.

2.    Only orders issued in writing shall be binding for us. Any verbal/telephone agreements shall require our written confirmation.

3.    If our order is not confirmed within seven days of order date, we shall be entitled to cancel. Adding to, cutting back or otherwise deviating from our order or the associated documents shall require our written agreement.

4.    The prices stated in our order are fixed prices. Any price increase caveats shall require our express written agreement.

5.    The details of the order issued by us along with the associated documents, such as drawings, technical terms of supply, building regulations, materials regulations etc. and the relevant accident prevention regulations are an integral part of the individual purchase contracts.

A start may be made with any potential series of deliveries only after the first sample has been accepted. In this case and in all other cases where the issuing of the order, making of the delivery, etc. is dependent on approval of a sample the purchase shall be a purchase subject to trial.

If the details of the ordered parts are not recorded in our documents, the supplier must inform us of any intended changes, which need to be agreed to by us in writing.

The quality of the products ordered by us must conform to the specifications of our quality assurance system and to DIN-ISO 9000. Our quality department shall have the right to audit the supplier at any time, even if the supplier is certified to DIN-ISO 9000.

6.    If in relation to the supplier circumstances become known to us due to which serious doubts exist about proper processing of the order, we shall be entitled to cancel the contract in respect of the still outstanding deliveries without paying any compensation.

7.    The time allowed for delivery stated by us starts from the order date. The delivery deadlines are binding. The deliveries must have arrived on the stipulated date at the destination specified by us, as our production planning is based on adherence to these dates. In the event of non-adherence to the delivery dates, we shall be entitled without setting any further deadline to cancel the order in full or in part and to demand compensation inclusive of the cost of any covering transaction.

Force majeure, industrial disputes, unrest or any other circumstances beyond our control that lead to disruption of our production operation or to that of our customers shall release us for their duration and in the scope of their impact from any acceptance of deliveries and any obligation to pay compensation.

8.    Unless it has been otherwise agreed, the delivery must be made free of charge to the destination specified by us and must include all necessary packaging.

The packaging material must conform to environmental specifications. The supplier shall be required to take the packaging back at no charge, if we so demand.

The consignments are to be insured at the supplier's expense against damage in transit.

9.    All invoices are to be provided in triplicate, citing our order and product numbers, the supplier's delivery note numbers and our account and cost centres.

10.  How payment is made shall be our choice. Invoices are paid either within 14 days of receipt with 3% discounted from the gross invoice total or net after 60 days.

All payments are made subject to our rights arising from deficient supply. If at the time payment is due complaints have already come to light, we shall be entitled to withhold payments.

11.  Any offsetting against our receivables from the business relationship shall be permissible only if the supplier is able to offset our claim with a claim of its own that is undisputed or has been deemed legally adjudged valid.

The same shall apply to enforcing rights of retention.

12.  The supplier warrants that the goods supplied are unencumbered by any third-party rights.

13.  Confirmation of receipt of the goods shall rule out the making of any complaints about quality or quantity identified post receipt. The defining of formal acceptance terms shall not limit the supplier's warranty liability.

The supplier's warranty period for its goods being free of defects shall be 36 months from date of delivery/acceptance.

In the event of legitimate complaints we shall at our choice be entitled

Ÿ     to return the defective goods at the supplier's expense and demand a replacement in perfect condition; for accounting reasons the value of the returned goods will in this event be debited and the replacement delivery is to be billed anew,

Ÿ     to charge back the invoice value of the goods and the return carriage costs and to decline to have a new delivery,

Ÿ     at the supplier's expense, to remedy the defect complained about ourselves or to have it remedied by a third party,

Ÿ     to demand an appropriate reduction in the price,

Ÿ     to withdraw wholly or in part from the order concerned in respect of any parts not yet delivered without the supplier gaining thereby any rights to compensation.

If due to defective deliveries item-by-item checking of the goods received is necessary, the supplier shall bear the costs arising from this.

The supplier shall be liable for all losses directly or indirectly incurred due to the defectiveness.

14.  Documents and production materials of any kind, such as samples, drawings, models, tools, regulations of a technical kind, etc. that we provide to the supplier or pay for on the supplier's behalf may be used only for deliveries to us. Just like the goods manufactured with them, they may not be passed on to any third party or used for the supplier's own purposes. They are to be kept confidential.

If the supplier makes any models at our cost, they shall transfer into our ownership; these models and any models supplied by us shall be carefully kept safe, free of charge, until we call to have them passed to us and shall be insured as third-party property. Any use by or on behalf of any other party shall be permitted only with our written assignment.

15.  The supplier shall transfer to us as soon as they are made ownership of any semi-finished and finished products made on the basis of our specifications, drawings, models, etc. The safekeeping must be free of charge. The same shall apply to any special equipment for the production process (e.g. casting moulds), even if they were procured at the supplier's expense.

16.  The place of execution for all deliveries and payments shall be Braunschweig.

17.  Jurisdiction for any and all claims based on the business relationship shall rest with the courts of Braunschweig. This shall apply also to any claims arising from cheques or bills of exchange.

The applicable law for the contractual relationship shall be German law. There shall be no application of the UN Convention on Contracts for the International Sale of Goods.

Should any of the above provisions be wholly or partially unenforceable, this shall, apart from that, not affect the validity of the provision(s) or of the contract.