General Business Terms

1. Our supplies and services are exclusively based on the present general terms and conditions of sale unless they are modified or excluded upon our written approval.

2. All offers shall be non-binding until the relevant orders are confirmed. In general, any samples submitted shall be non-committal samples unless they are explicitly designated as type samples.

3. Purchase prices shall be computed at the rates applicable at the date of delivery. In case of a price increase, the Purchaser shall be entitled to withdraw from the Purchase Contract. Increases in freight costs, taxes, fees, customs duties and other public charges as well as consequences of monetary policy subsequent to the conclusion of a Purchase Contract shall fully be borne by the Purchaser.

4. CIF, FOB, free Rhine port or other deliveries are subject to open and unimpeded shipping on the contemplated waterways. Demurrage (including for ice) and detention charges, surcharges for low and high water, etc. shall be borne by the Purchaser.

5. All consignments are shipped at the Purchaser's risk. The means of transportation is selected by us. As soon as the goods have been handed over to the freight carrier, our obligations are deemed fulfilled with exclusion of any further responsibility. Transport, fire, breakage and theft insurance cover is not provided by us.

6. No claims for damages may be asserted in case of a delay in delivery due to force majeure.

7. Notices of defects shall only be considered if given immediately,
8 days upon receipt of the goods at the latest. Such notice of defect shall not relieve the Purchaser from the its obligation for payment in due time and does not constitute any entitlement to make deductions from the amounts invoiced by us unless the said notice of defect has been recognized by declaratory judgement or by us in writing as regards its reason and amount. In this case, deductions in the amount of the undisputed claim are possible. Should the Purchaser provide evidence of damage, we will reimburse a maximum of the value of the deficient goods delivered.

8. Any payments shall be made in cash without any deductions by the due dates indicated in our invoices. Deduction of discounts is only permissible if approved by us in writing. Imported goods are generally payable net without any deductions. In case of delayed payment, the Purchaser shall be obliged to pay interest in the amount of 8 % above the applicable base rate of the German Federal Bank. We will accept cheques and rediscountable, tax-paid bills on account of payment upon prior agreement. Credit notes for bills and cheques are issued subject to receipt less expenses for validation on the date on which the consideration is available to us.

9. Irrespective of the contract period, all our claims shall be due immediately if the Purchaser fails to meet its payment obligations or if facts raising doubt about the Purchaser's creditworthiness become known. In this case we shall be entitled to effect outstanding deliveries against cash in advance only or to withdraw from any valid contracts or to claim damages for default.

10. Any goods delivered by us shall remain our property until full payment of any present and future claims – on whatever legal grounds – as well as until full redemption of any bills and cheques surrendered for them, including any incidental costs and expenses resulting from the business relationship, even if payments for especially designated claims are made. This shall also apply if such claims are included in a current invoice and the balance is drawn and recognized. In case of a current invoice, the retention of property is considered as security for the balance claim. Cash payments, bank transfers or cheque payments made against submission of a bill issued by us and accepted by the Purchaser shall not be considered as payment before the bill has been redeemed by the drawee and we have finally been released from the endorser's liability. By processing goods delivered by us, the Purchaser shall not acquire property in any wholly or partially produced items; processing shall be free of charge, exclusively for us. Should the retention of property nevertheless expire due to any reasons whatsoever, the Purchaser and we already agree that the property in the goods shall be transferred onto us upon processing. We herewith accept transfer of ownership. The Purchaser shall remain depository of the goods free of charge. In case of processing with goods still in third party property, we shall acquire co-ownership of the new goods. The scope of such co-ownership results from the ratio of the invoice value of the goods delivered by us to the invoice value of the other goods. Goods subject to reservation of ownership in their original or modified condition may only be disposed of in the ordinary course of business; only as long as the Purchaser is not in default; if there is no significant deterioration in the Purchaser's financial situation; and with retention of title. The Purchaser has no entitlement to any other acts of disposal. The Purchaser herewith assigns any claim from a resale of goods subject to reservation of ownership to us, and this indeed also insofar as the goods are processed. Should the processed product – besides our goods subject to reservation of ownership – only comprise items which were either the Purchaser's property or were delivered under a so-called simple retention of title, the Purchaser shall assign the entire purchase price claim to us. In any other case, i.e. in case of simultaneous advance assignment of receivables to several suppliers, we are entitled to receive a portion of the claim corresponding to the ratio of the invoice value of our goods subject to retention to title to the invoice value of the other items processed. To the extent our overall claim from such assignments is secured without doubt to over 125 %, the surplus of receivables shall be released in our discretion upon the Purchaser's request. As long as the Purchaser meets its payment obligations to us, the Purchaser may collect receivables for itself until revocation. In case of suspension of payments; application for or opening of insolvency proceedings, judicial or extrajudicial composition proceedings; a cheque or bill protest or an effected claim attachment, the right to resell or process the goods and collect receivables shall expire. As a consequence, assigned receivables recovered shall immediately be accumulated on a special account. Redemption of goods by us, if any, is only effected by way of security; even if partial payments are settled subsequently, this shall not constitute any withdrawal from the Contract. Even in a modified condition, the Purchaser shall insure goods subject to reservation of ownership against fire and theft as third-party property and provide evidence of such insurance cover to us upon request. By this, the Purchaser shall irrevocably assign to us its entire claims to which the Purchaser is entitled on basis of the insurance policies for the duration of the reservation of ownership and in the amount resulting from such reservation of ownership provisions. The extended reservation of ownership in accordance with our General Business Terms shall be applicable. 11. The place of performance shall be the relevant place of dispatch as regards deliveries, and Eltville/Rhine as regards payments, respectively. The courts of competent jurisdiction for Eltville/Rhine shall exclusively be agreed upon as place of jurisdiction. The contractual parties shall be subject to the laws applicable in the Federal Republic of Germany.

Latest revision: 2008


Dominik Georg Luh
65343 Eltville am Rhein

Tel.: +49-6123-70373-0
Fax: +49-6123-70373-17