1.

All business transactions - also future ones -are exclusively subject to the following written General Terms and Conditions. We do not recognise any adverse or deviating purchasing and/or payment terms of the customer unless we have agreed to the validity of the customer’s terms in writing in individual cases.

2.

Our offers are subject to confirmation.

The customer agrees to quantity deviations in the commercial scope (+/- 10 %) for customer-made products.

The customer must immediately reconfirm telephonically placed modifications to the original order in writing.

3.

Samples, sketches, drafts, test prints and similar preparatory work initiated by the client will be charged.

4.

Our prices only apply to the respective order and are not obligatory for following orders and supplies.

The prices are quoted ex works plus the legal value added tax. Forwarding expenses, freight, postal charges and dispatch-related packaging are not included and will be separately invoiced and are to be borne by the customer.

Terms of payment:

The payment of the amount invoiced shall be effected within 20 days after invoice date without deduction. A 3 % cash discount is granted in the case of payment within 10 days following invoice date.

Bills of exchange or cheques are only accepted for payment on the basis of an explicit agreement. The customer bears the discount charges and further costs of the bill of exchange.

 The customer can only offset with an uncontested claim or a counterclaim recognised with final and binding effect. The customer may only assert the right of retention, if it is founded on the same contractual relationship and if the underlying counterclaims are uncontested or recognised with final and binding effect.

5.

The delivery is accomplished ex works at the recipient’ s risk and expense. Agreed delivery times are only considered as approximate.

The following events lead to an appropriate extension of the time for delivery as far as they impede performance: Circumstances of Force Majeure, which occur after conclusion of contract or were not known to us at conclusion of contract through no fault of ours; other unusual, for us unforeseeable unavoidable events occuring after conclusion of contract; subsequent strikes and legitimate lockouts.

The customer can withdraw from the contract, if we have been notified of our default in writing and do not make use of an appropriate respite. Customer’s claims to default and/or failure of performance by reason of default damages only exist pursuant to item 7 of these terms.

We are entitled to partial deliveries to a reasonable extent.

The carrier is to be notified of damages to the shipment or loss immediately after receipt of the shipment.

6.

We must be notified of recognisable defects in writing latest within 8 days after delivery of the goods at the place of destination. We are only obligated to rectify defects or to replace in the case of entitled notices of defect by the customer. The customer can demand reduction or redhibition at his discretion, if the rectification of defects or replacement is unsuccessful. Claims of the customer for compensation of damages caused by defects and/or consequential damages caused by defects are excluded without consideration of their legal nature. Claims resulting from non-contractual liability and due to the breach of contractual or legal secondary obligations are also specifically not applicable. - The aforementioned exclusion of liability is not applicable

a) if the goods we delivered are missing warranted characteristics (cases of § 463, 480 para. 2, 635 BGB); we are however only liable for damages, which did not occur on the delivery goods themselves, if the warranty is specifically meant to safeguard the customer against this kind of consequential damage caused by defect;

b) if it is a case for which we are liable pursuant to item 11 of these terms.

7.

All further claims for replacement of damages of any kind are excluded- without consideration of their legal nature. This also concerns claims concerning non-contractual liability, breach of duty during the contract negotiations as well as the breach of contractual or legal secondary obligations. The aforementioned exclusion of liability is not applicable

a) in the case of intentional or gross negligent violations of contract by our management, leading employees and vicarious agents.

b) if we have violated a substantial contractual obligation.

c) in as far we are liable regardless of negligence or fault pursuant to the Product Liability Act in the case of errors of the supplied items for death, bodily and health injuries or damages to predominantly privately used items as well in cases of initial inability or impossibility, which we represent.

8.

The supplied goods remain our property up to the complete payment of all - also future - claims from our business relationship including all ancillary claims and until payment of bills of exchange and cheques. This also applies, if the purchase price for specific delivered goods has been settled.

Our retention of title agreed upon in the aforementioned provisions is a security for our current account balance claim.

The customer is only entitled to passage of title concerning our reserved goods in the case of a cheque - bill of exchange procedure - subject to all further rights from our current account reservations - after he has fully redeemed the bill of exchange(s) as well as possible prolongation bills. The customer may only sell our reserved goods within the scope of proper business transactions. Pledging or transferring ownership of the reserved goods by way of security is not permissible.

The claim is regarded as assigned to us as collateral opposite the purchaser up to the amount of our invoice price, if the customer sells the reserved goods alone or with other goods not for cash. We accept the assignment. The customer is revocably authorised to collect the claim assigned to us as fiduciary as long as he duly fulfils his liabilities opposite us.

The contractual parties agree that we become co-owners of the main item according to the value ratio of our item according to our invoice at invoice value or for lack of invoice value according to the actual cash value of the main item, if an item we supplied becomes an essential component of another main item by connection. The main item will be kept for us by our customer free of charge with due diligence in such a case. The customer assigns us his purchase price claim up to the invoice value of our connected item in advance, if we obtain by act of law or on account of our terms and conditions of business co-ownership in the case of connection of items supplied by us to other items.

9.

We are entitled to take the reserved goods back at expense of the customer or to request cession of the customer’s claim for restitution opposite third parties in the case of customer´s default in payment and other behaviour contrary to contract. The assertion of the right of retention of title as well as a possible seizure of our goods by ourselves is not considered cancellation of the contract.

We undertake to release the securities to which we are entitled according to the aforementioned provisions at our discretion, when their realisable value exceeds the secured claims by 15 %.

We are entitled to the following measures - without prejudice to all other rights - if the customer’s financial situation has deteriorated considerably after conclusion of contract e.g. by protest of a bill or enforcement measures. We are also entitled to declare claims immediately due according to section b) if the customer is in default of payment for longer than 3 months with at least 25 % of his overall commitment (objection-free principal claims).

a) As far as we have not yet delivered our supply , we are entitled to withdraw from these contracts, if the customer has not made available sufficient security within an appropriate period set by us or has not fulfilled his consideration.

b) As far as we have already delivered our supply , we can declare appropriately resulting not yet due demands including such, for which bills of exchange or cheques have been given, to be due with immediate effect.

10.

a) Place of performance for supply and payment for both contractual parties is exclusively Hameln.

b) Legal venue for all legal disputes resulting from the contractual relationship as well as those concerning its development and effectiveness, also for actions on dishonoured bills and cheques, is Hameln. if both contractual parties are traders or also the customer’s domicile at our discretion.

c) The contractual relationship is exclusively subject to German law for both contractual parties, whereby the so-called "Hague Conventions Relating to a Uniform Law on the International Sale of Goods" (EKG and EKAG) is not applicable.