(1) These terms and conditions shall apply to all offers and contracts for deliveries of goods of the seller, in current as well as future business relation.

(2) Buyer business terms are binding only if they are agreed upon expressly in writing by the seller.

(3) The ineffectualness of individual regulations does not affect the validity of the remaining regulations of these terms and conditions.

(1) Offers are – with regard to pricing also – without any obligation and subject to alteration without notice. The seller considers himself bound to the conditions of specially calculated offers for 30 days.

(2) For deliveries of the seller the respective place of loading is the place of delivery. The buyer bears the risks on delivery. The delivery takes place to the arranged place. For modified instructions the buyer bears the costs.

(3) Not correctly or not in time delivery to us, war, riots, strike, governmental interventions, natural disasters, transportation difficulties, traffic congestions, operational breakdowns or other unforeseeable events release the seller from his liability for the period of the disturbance and the scope of its effect. If the resultant delays exceed the period of six weeks, both contracting partners are entitled to withdraw from the contract regarding the affected scope of delivery. If the delivering firm is responsible for the delay of delivery, the contractor has to set a judicial time limit of 4 weeks, which starts immediately as the deliverer gets notice of this time limit.

(4) In case of a delay of the seller or the impossibility of performance to be answered for by him, claims for damages of the buyer are expelled, unless they are due to intent or gross negligence of the seller, a legal representative or agent.

(1) Prices do not include discount and are plus sales tax. Transport costs are calculated additionally.

(2) In as far as individual discounts were agreed upon, the presupposition for the allowance of a discount is that the buyer’s account does not show any other invoice amounts due. Only the value of the goods without freight is capable of discounts.

(3) The acceptance of cheques and bills of exchange takes place in fulfilment and needs the agreement of the seller. The buyer bears the discount, the note charges and all other costs.

(4) Delay in payment occurs at the latest 30 days after maturity and receipt of the invoice. In the case of delay in payment the seller is entitled to calculate + 5% above the currently applicable basis rate. The claim of further damages is reserved.

(5) If circumstances become known after conclusion of the contract, which appear to threaten conformance of the payment duty of the buyer, the seller is entitled - regardless of his other rights - to require advance payment or security for deliveries still due, to make immediately due all demands from the business relationship and to require cash payment or deposit in return for in fulfilment discounted bill of exchange.

(6) The buyer abandons the claim to retention rights of former or other dealings of the current business relationship. The offsetting with counterclaims is only permissible if they are established as undoubted or valid.

(1) The conditions of §§ 377 and 378 of the German Commercial Code apply with the provison that the buyer, the trader in terms of the German Commercial Code, has to indicate in writing all defects found, shortfalls or wrong deliveries within five workdays after delivery, all unrecognizable defects, shortfalls or wrong deliveries within five workdays upon discovery, in any case, however, before processing or installation. If the buyer is not a merchant, these warranty claims do not apply, if it the buyer has neglected to indicate in writing obvious defects, shortfalls or wrong deliveries within five workdays after the delivery, in any case, however, before processing or installation.

(2) Customary breakage and decrease up to 7% of the delivered quantity of goods may not be complained about.

(3) In case of notice of the faulty goods at due date for the sense of § 459 par. 1 of the Civil Code the seller is obligated only - at his choice - to mend or to deliver parts for replacement. If the buyer has requested the seller in writing to mend or to deliver parts for replacement within four weeks and the amendment or replacement has failed within this time, the buyer can require abatement of the purchase price or rescission of the contract. Any claims for damages, especially by breach of the obligation of amendment or replacement are excluded, unless, they are based on intention or gross negligence of the seller, a legal representative or auxiliary person.

(4) Claims for damages of the buyer by impossibility, in the event of non-fulfilment because of default in performance of the contract, fault upon completion of contract and due to unauthorised handling are excluded for both seller and his subcontractors resp. agents, unless, they are based on intent or gross negligence.

(5) Samples and examples are rated as approximate exemplars to view quality, measurements and colour. Deviations of colour and structure, which are due to the nature of the material, do not entitle to complaints. This particularly applies to encountered inclusions, stains, colour fluctuations and veins at natural material.

(1) The goods delivered remain the property of the seller (reserved goods) until payment of the goods and settlement of all claims against the buyer resulting from the business relationship at the time of conclusion of the contract. Fulfilling particular claims of the seller or making a balance and acknowledgement of a balance do not affect sellers reservation of ownership. If the parties agreed upon sellers bill guaranty concerning the payment of the purchase price, the retention of ownership shall not finish until the bill of exchange has been met by the buyer as drawee. In the case of buyers default in payment the seller has the right to take the reserved goods back and the buyer is obliged to give the reserved goods back to the seller, without meaning the cancellation of the contract.

(2) Processing of the reserved goods is to be regarded as effected in the name of the seller so that the ownership of the new movable goods resides with the seller without his being obliged. If seller's goods are processed together with goods of other companies, the seller obtains co-ownership of the new goods according to the ratio between the reserved goods value and the value of the other goods at the time of the processing. If seller's goods are mixed or in any way connected with goods according to §§ 947, 948 of German Civil Code (BGB) he does not own, the seller obtains co-ownership in accordance with legal regulations. Should the buyer obtain sole ownership by processing, mixing or connecting sellers goods with goods of other companies (other goods), the buyer is now transferring the co-ownership to the seller according to the value ratio between the reserved goods and the goods of other companies (other goods) at the time of the processing. The buyer is obliged to store the reserved goods at his own costs.

(3) If the reserved good are resold alone or with other goods not owned by the seller, the claim is regarded as assigned to the seller according to the ratio existing between sellers ownership of the reserved goods and remaining goods. The seller accepts the assignment of claims. The value of the reserved goods is calculated as amount of the invoice and an extra covering charge of 10 %. The extra charge of 10 % shall not apply if there are also third parties claims. If the seller co-owns the resold reserved goods, the assigned claims regard only the proportionate value of the goods the seller owns. Paragraph 1, clause 2 applies to extended retention of ownership; assignment in advance according to paragraph 3, clauses 1 and 3 concerns the demand of a balance.

(4) If the reserved goods are integrated into the buyers premises by the buyer as an essential component, the claim is regarded as assigned to the seller according to the ratio existing between sellers ownership of the reserved goods and remaining goods. The seller accepts the assignment of claims. Paragraph 3, clauses 2 and 3 apply.

(5) The buyer is entitled and authorized to resell, use or install the reserved goods only within the scope of an ordinary and proper business transaction, in as much as the claims will be transferred to the seller according to paragraphs (3), (4) and (5). The buyer is not entitled to treat the reserved goods in other ways, e.g. to pledge them or transfer ownership by way of security.

(6) The seller authorizes the buyer, subject to revocation, to the collection of the assigned debts according to paragraphs (3), (4) and (5). The seller does not make use of his own collection permission, as long as the buyer performs his obligation to pay, also towards third parties. When required by the seller, the buyer has to name the debtors of the assigned debts and to indicate the assignment to them. The seller is also entitled to indicate the assignment to the debtors.

(7) The buyer is obliged to immediately inform the seller about compulsory execution measures of third parties concerning the reserved goods or assigned claims. He is also obliged to hand over documents that are needed to enter an objection to the seller.

(8) If there are a stoppage of payments, filing for or declaration of bankruptcy, a judicial or extra judicial composition proceedings, the right to resell, use or to install the reserved goods and the direct debit mandate for assigned claims are forfeit. Direct debit mandate concerning bill protests or non-payment of a cheque are also forfeit.

(9) If the value of the granted security provided for the seller exceeds the total amount of the seller's claims by more than 20%, the seller is obliged to transfer it to the buyer or release the security in the manner of his choice. After fulfilling all sellers secured claims, the ownership of the reserved goods and the assigned claims shall be transferred to the buyer.

If the buyer is a trader for the purpose of the German Commercial Code or does he after closure of the contract move his place of residence or habitual abode abroad or if at the time of presenting the dispute to the court his place of residence or habitual abode is not known, so the place of jurisdiction for all claims and contracting parties, also for change and check positions, according to subject value is the county court Bergisch Gladbach or the district court Cologne or at seller’s option the general place of jurisdiction of the buyer.