T&Cs Standard Delivery Terms and Sales Conditions Scheddin Industrievertretung GmbH - 47574 Goch / Germany § 1 Validity (1)   All   deliveries,   services   and   offers   are   made   solely   according   to   our   Standard   Delivery   Terms   and   Sales Conditions.   They   are   an   integral   part   of   all   contracts   which   we,   Scheddin   Industrievertretung   GmbH   (hereinafter called   "supplier")   conclude   with   our   contractual   partners   (hereinafter   named   "buyer")   concerning   offered   products and   services.   They   apply   to   all   future   deliveries,   services   and   offers   made   by   the   supplier   even   if   not   expressly agreed again. (2)   Buyer   or   third   party   terms   of   business   do   not   apply,   even   if   the   supplier   does   not   explicitly   exclude   them.   Even if   the   supplier   refers   to   a   letter   which   contains   Terms   and   Conditions   of   the   buyer   or   a   third   party   this   does   not mean that the validity of these terms and conditions are accepted.  § 2 Offers and Conclusions of Contracts (1)   All   offers   made   by   the   supplier   are   made   subject   to   change   and   as   non-binding   offers,   unless   they   are explicitly   marked   as   binding   or   unless   they   contain   a   defined   time   limit   for   acceptance.   Orders   made   by   the   buyer must   be   confirmed   in   writing   by   the   supplier.   Orders   can   be   accepted   by   the   supplier   within   14   days   after   receipt of the order. (2)   Solely   relevant   for   the   privity   of   contract   between   the   supplier   and   the   buyer   is   the   written   contractual agreement   including   these   Standard   Delivery   Terms   and   Sales   Conditions.   These   reflect   all   agreements   made between   the   contractual   partners.   Verbal   agreements   made   by   the   supplier   prior   to   the   conclusion   of   the   written contractual   agreement   are   legally   non-binding   and   verbal   agreements   between   the   contract   partners   are   replaced by   the   written   contract,   unless   it   is   expressly   agreed   that   verbal   agreements   are   to   remain   valid.   Additions   and amendments   of   the   agreement   including   these   Standard   Delivery   Terms   and   Sales   Conditions   must   be   made   in writing. With the exception of the Managing   Directors   or   the   registered   managers   none   of   the   supplier   employees   are   authorised   to   agree   verbally to   any   deviant   agreements.      Written   communication   is   sufficient   if   sent   by   fax,   telecommunication   especially   by e-mail is not acceptable.  (3)   Supplier   details   concerning   the   delivery   (e.g.   weight,   measurements,   practical   value,   ratings,   tolerances,   and technical   data),   descriptions   of   the   same   (e.   g.   drawings   and   figures)   as   well   as   prototypes   and   sample   rolls   are only   approximate,   as   long   as   these   details   were   not   required   for   a   contractually   agreed   purpose   or   an   exact compliance   was   promised   by   the   supplier.     They   are   no   guaranteed   characteristics   of   state,   they   are   descriptions or identification marks of deliveries or services.  Commercially   accepted   deviations   and   deviations   which   are   based   on   judicial   regulations   or   which   represent technical    improvements,    as    well    as    the    replacement    of    component    parts    by    parts    of    equal    quality    are permissible, as long as they fulfil the contractually defined purpose.  (4) Any printer's proofs, prototypes, specifications or samples related to the product or the packaging   provided   by   the   supplier   to   the   buyer   must   be   examined   and   accepted   by   the   buyer,   to   ensure   that   they fulfil   its   requirements   and   are   suitable   for   its   applications.   The   buyer   must   accept   and   sign   the   documents   and return them.  Any required changes or corrections are to be marked clearly as such by the buyer.  (5) The supplier reserves the right of ownership and copyright on all offers, cost estimations, drawings   and   pictures,   calculations,   brochures,   catalogues,   models,   work   tools,   samples   and   prototypes   and   all other   documents   and   support   material   provided   to   the   buyer.      The   buyer   is   not   allowed   to   communicate,   use   or copy   or   show   any   of   these   items   to   any   third   party   without   the   consent   of   the   supplier.      On   the   demand   of   the supplier   all   items   must   be   returned   to   him   and   any   copies   made   must   be   destroyed   if   they   are   no   longer   required for business matters or should any negotiations not lead to a contract.  (6)   Layouts,   sketches   and   other   preparatory   work   ordered   by   the   buyer   can   be   invoiced   by   the   supplier   even   if subsequently no contract is awarded by the buyer. § 3 Prices and Payment (1)   Prices   apply   for   the   scope   of   delivery   and   service   as   listed   in   the   order   confirmation.      Additional   or   special services   will   be   invoiced   separately.      Our   prices   are   quoted   in   EURO   ex   works,   and   do   not   include   packaging,   VAT, export customs duty and fees as well as any other public charges. (2)   As   far   as   the   agreed   prices   are   based   on   the   list   price,   and   the   delivery   is   planned   for   more   that   4   months after   the   closing   of   the   contract,   the   suppliers   valid   list   price   applies   (minus   an   agreed   percentage   or   defined rebate)  (3)   Invoices   are   to   be   paid   within   30   days   of   the   date   of   the   invoice   with   no   cash   discount   or   within   14   days   with 2%   cash   discount   unless   otherwise   agreed   in   writing.      Decisive   for   the   receipt   of   the   payment   is   the   receipt   of   the payment   by   the   supplier.   Cheques   are   classed   as   payment   after   redemption.   Drafts   will   only   be   accepted   after previous agreement and only on account of performance. If   the   buyer   does   not   pay   the   invoice   by   the   due   date   the   outstanding   amount   will   be   payable   with   interest   of   8 percent   points   above   the   basic   interest   rate   per   annum   from   the   due   date;   the   assertion   of   higher   interest   and additional damages in the case of  arrears remains unaffected.  (4) The   offset   of   counterclaims   by   the   buyer   or   the   retention   of   payments   due   to   such   claims   is   only   acceptable   if the counterclaims are indisputable or legally proved.  (5)   The   supplier   is   entitled   to   deliver   outstanding   deliveries   or   services   only   against   pre-payment   or   against   a security   deposit   if   circumstances   arise   after   the   conclusion   of   the   contract   which   show   that   the   buyer's   credit rating   is   low   or   that   the   payment   of   outstanding   debts   by   the   buyer   could   be   at   risk   (this   includes   individual orders within a frame contract), § 4 Deliveries and Delivery time (1) Deliveries are made ex works.  (2)   Supplier   delivery   dates   and   deadlines   are   only   approximate   dates   unless   an   explicit   date   or   deadline   is   agreed upon.      If   shipments   are   agreed   all   delivery   dates   and   deadlines   refer   to   the   point   of   time   at   which   the   goods   are handed over to the forwarding agent, freight carrier, or any other third party assigned to deliver the goods.  (3)   The   supplier   can   -   irrespective   of   his   rights   on   arrears   -   demand   an   extension   or   a   postponement   of   delivery from   the   buyer   should   the   buyer   not   fulfil   his   contractual   duties   on   time.      Should   alterations   be   made   to   the confirmed order the delivery date is postponed accordingly for the supplier.  (4) The   supplier   is   not   liable   for   difficulties   in   delivery   or   delays   in   delivery   if   these   are   caused   by   an   act   of   god   or due   to   any   other   unforeseeable   situation   at   the   time   of   the   contractual   agreement   (   e.g.      disruption   in   business operations,   difficulties   in   material   or   energy   sourcing,   transport   delays,   strikes,   legal   lock-outs,   lack   of   workers, energy   or   raw   materials,   difficulties   in   the   obtaining   of   regulatory   approval,   regulatory   measures,      or   the   failure, incorrect   or   delayed   delivery   of   a   supplier).   If   such   events   considerably   hinder   the   supplier   in   his   delivery   and these   problems   are   not   only   of   a   temporary   nature,   the   buyer   is   entitled   to   withdraw   from   the   contract.      If difficulties are only temporary the delivery period is   lengthened   or   delayed   by   the   same   period   of   time   that   the   hindrance   was   experienced   plus   an   appropriate production   set   up   period.      If   the   buyer   can   not   be   expected   to   accept   the   delivery   due   to   the   delays   in   the   delivery he is allowed to withdraw from the contract if he informs the supplier without delay in writing.  (5) The supplier is only entitled to partial deliveries if: - a partial delivery can be used by the buyer in the framework of the contractual agreement. - the delivery of the remaining goods is secured and -   the   buyer   is   not   subject   to   additional   work   or   additional   costs   (unless   the   supplier   announces   he   is   willing   to bear any additional costs).  (6)   Should   the   supplier   fall   behind   schedule   with   deliveries   or   services   or   should   a   delivery   become   impossible for   whatever   reason,   the   accountability   of   the   supplier   for   damages   is   limited   to   the   stipulations   of   §   8   of   these standard Delivery Terms and Sales Conditions.  § 5 Place of execution, Dispatch, Packaging, passing of the risk, acceptance of delivery (1) The   place   of   execution   for   all   contractual   obligations   is   Krefeld   unless   otherwise   agreed.   If   the   supplier   is   also responsible for the installation the place of execution is then the place where the installation is to be carried out.  (2) The type of dispatch and the packaging are subject to the best judgement of the supplier. (3)   The   risk   is   transferred   with   the   handover   of   the   item   (although   the   beginning   of   the   loading   is   the   relevant point   of   time)   to   the   forwarding   agent,   freight   carrier   or   any   other   third   party   assigned   to   deliver   the   goods.      This applies   also   to   partial   deliveries   or   if   additional   services   have   also   been   accepted   by   the   supplier   (e.g.   distribution or   installation.)      If   the   delay   in   the   shipment   is   caused   by   a   circumstance   occurring   due   to   the   buyer   then   the   risk is   transferred   to   the   buyer   from   the   supplier   on   the   day   on   which   the   supplier   is   ready   to   deliver   the   goods   and   as soon as he has informed the buyer.   (4)   Storage   costs   after   the   passing   of   the   risk   are   to   be   paid   by   the   buyer.   If   stored   by   the   supplier   the   storage costs   amount   to   0,25%   of   the   invoice   price   of   the   products   to   be   stored   per   week   stored.   The   right   for   the enforcement and proof of additional or lower storage costs remains reserved. (5)   The   shipment   will   only   be   insured   by   the   supplier   against   theft,   breakage,   transport,   fire   and   water   damage   or any other insurable risk if specifically requested by the buyer and only for his account.  (6) If an acceptance of the delivered goods is required then the goods are considered to have been accepted if: - the delivery, and in the case of installation, the installation is complete, -   the   supplier   has   informed   the   buyer   by   noting   the   friction   of   acceptance   according   to   this   §   5   (6)   and   the supplier has required the buyers' acceptance. -   12   days   have   passed   since   the   delivery   or   installation   and   the   buyer   has   begun   to   use   the   delivered   items   (e.g. the   delivered   facility   has   been   put   into   operation   or   the   delivered   products   have   been   used)   and   in   such   a   case   if 6 days have passed since the delivery or installation and, -   if   the   buyer   failed   to   inform   the   supplier   of   any   problems   within   an   acceptable   period   of   time   or   if   the   problem differs to any problem already communicated to the supplier.  § 6 Warranty (1)   The   warranty   period   lasts   for   one   year   after   delivery,   or   one   year   after   the   acceptance   of   the   goods,   if   an acceptance   of   the   goods   is   required.      The   supplier   points   out   that   due   to   the   composition   of   the   products   they should generally be processed within 6 months after delivery. The supplier's storage advice should be observed.  (2)   The   delivered   goods   are   to   be   examined   thoroughly   and   without   delay   by   the   buyer   or   by   an   assigned   third party.      The   examination   must   cover   all   essential   and   demanded   features   required   for   the   use   of   the   products.     The   products   are   considered   to   have   been   accepted   if   the   supplier   does   not   receive   a   claim   of   defects   within   7 working   days   after   delivery   of   the   goods   for   any   defects   which   are   obvious   following   a   routine   examination   of   the products   or   within   7   days   after   noticing   another   defect   while   using   the   product   -   a   claim   must   be   made   as defined   in   §   2   (2)   S.   6 The   obligation   of   the   buyer   to   examine   the   delivered   goods   remains   even   if   samples   or   type samples   were   provided.      If   specific   samples   of   the   products   are   sent   with   the   delivery   for   the   purpose   of excluding   all   kinds   of   defects   (both   visible   and   hidden)   then   the   buyer   must   examine   these   samples   and   report any defects to the supplier within   7   days.   If   requested   by   the   supplier   the   delivery   is   to   be   returned   carriage   free   to   the   supplier.   If   the claimed   defects   are   legitimate   the   supplier   will   reimburse   the   buyer   of   any   transport   costs   up   to   an   amount   of the   least   expensive   dispatch   route;   this   does   not   apply   if   transport   costs   are   higher   because   the   delivery   was   not at the contractually agreed place.  (3) In the case of material defects of the delivered goods the supplier may choose, within an acceptable   period   of   time,   whether   he   wishes   to   complete   a   replacement   delivery   or   improve   the   delivered   goods. In   case   this   remedy   or   new   delivery   fails   due   to      impossibleness,   unreasonableness   and   refusal   or   due   to   an unreasonable   delay   of   remedy   or   replacement   delivery   for   the   buyer   he   is   allowed   to   withdraw   from   the   contract or to reasonably reduce the price. (4)   Excess   or   short   deliveries   that   deviate   in   weight   or   area   can   not   be   avoided   in   the   production   process.   They do not represent poor performance or defects if within the following parameters - up to 99 kg or 999 m.  +/- 50% - from 100 - 999 kg or  1.000 m. - 9.999 m. +/- 30% - from 1.000 kg - 4.999 kg or 10.000 - 59.999 m. +/- 20% - more than 5.000 kg or more than 60.000 m. +/- 15% In the case of excess or short deliveries the actual amount of delivered product will be invoiced.  (5)   If   a   defect   is   the   responsibility   of   the   supplier   the   buyer   can,   in   case   of   premises   according   to   §   8,claim   for damages. (6)   If   the   defect   is   found   in   a   part   from   another   manufacturers,   which   the   supplier   can   not   deal   with   due   to licensing   rights   or   for   other   reasons,   the   supplier   will   either   claim   warranty   rights   against   the   manufacturers   for the   account   of   the   buyer   or   will   recede   his   rights   to   do   so   to   the   buyer.   Warranty   claims   against   the   supplier   exist with   these   described   defects   under   normal   circumstances   and   under   these   standard   Delivery   Terms   and   Sales Conditions   only   if   claims   made   legally   and   directly   to   the   manufacturer   were   unsuccessful,   or   were   futile   for instance   due   to   a   bankruptcy.   During   the   legal   dispute   the   expiry   of   period   of   limitation   concerning   the   warranty rights will be suspended. (7) The warranty does not apply if the buyer alters the delivered product or allows the product to be altered   by   a   third   party   without   the   permission   of   the   supplier   and   in   so   doing   makes   the   repair   of   defects difficult or impossible.  In such a case the buyer must bear the additional cost of improvement of the product.  (8)   In   case   of   products   manufactured   for   the   buyer   under   a   contacted-out   agreement   the   supplier   accepts   no responsibility   for   defects   of   any   preliminary   products   delivered   to   him   by   the   buyer   or   at   the   instigation   of   the buyer. (9) In individual cases of deliveries of used goods agreed to by the buyer are excluded from any guarantee. § 7 Industrial Property Rights (1)   Under   §   7   the   supplier   vouches   for   his   products   and   is   responsible   to   ensure   that   his   deliveries   do   not   affect the   industrial   property   rights   or   trademark   rights   of   any   third   party.   Each   contract   partner   will   inform   the   other partner   in   writing   without   delay   should   any   demands   be   made   upon   them   due   to   the   infringement   of   any   of   these rights.  (2)   Should   a   product   infringe   on   any   industrial   property   rights   or   copyrights   of   a   third   party   then   the   supplier   may choose   whether   he   wishes   to   alter   or   exchange   the   products,   at   his   cost,   so   that   the   rights   of   a   third   party   are   no longer   affected.      In   this   case   the   products   must   still   fulfil   the   contractually   agreed   functions.   Alternatively   the supplier   may   reach   a   licensing   agreement   enabling   the   buyer   to   the   usage   rights.   If   the   supplier   does   not succeed   in   doing   this   within   an   acceptable   period   of   time,   the   buyer   is   authorised   to   withdraw   from   the   contact or   to   reasonably   reduce   the   agreed   price.   Any   claims   by   the   buyer   for   damages   are   subject   to   the   limitations   of   § 8 of these standard Delivery Terms and Sales Conditions.  (3) If products delivered by the supplier but produced by another manufacturer cause rights violation   the   supplier   may   choose   whether   to   assert   his   rights   against   the   manufacturer   and   sub-contractors   for the   account   of   the   buyer   or   whether   he   wants   to   cede   his   rights   to   the   buyer.   In   this   case   claims   against   the supplier   only   apply   within   the   boundaries   of   §   7   if   legal   implementation   of   the   afore   mentioned   claims   against the manufacturer were unsuccessful or futile, due to e.g. an insolvency. § 8 Liability and compensation due to default (1)   The   liability   for   compensation   of   the   supplier,   irrespective   of   legal   grounds,   especially   due   to   impossibleness, delay,   bad   or   wrong   delivery,   breach   of   contract,   breach   of   duties   during   contract   negotiations   and   any   unlawful act, is limited according to this § 8 as far as default is required. (2) The supplier is not liable for a) slight negligence by the managerial board, by legal representatives, employees or assistants.  b) gross negligence of his employees or other people not in a managerial position, as   long   as   the   violation   does   not   refer   to   essential   contractual   obligations.   Essential   contractual   obligations   are the   obligations   which   are   required   for   the   timely,   correct   delivery   and   installation,   as   well   as   the   communication of   advice   required   by   the   buyer   to   ensure   the   correct   and   safe   use   of   the   product   and   the   security   of   his employees or any third party.  (3)   Should   the   supplier   be   liable   for   damages   according   to   §   8   (2),   then   this   liability   is   limited   to   damages   which the   supplier   anticipated   at   the   time   of   the   closing   of   the   contract,   or   which   he   should   have   anticipated   as   a   result of   due   diligence.      Indirect   and   consequential   damages   that   are   caused   by   defects   of   the   delivered   products   are only eligible to be replaced if the damage was to be expected from the intended use of the product.  (4)   In   the   case   of   liability   for   slight   negligence   the   suppliers   liability   to   pay   damages   for   material   and   personal injury   is   limited   to   EUR   10   Mio.   per   liability   case   (corresponding   to   the   limit   of   indemnity   of   his   product   liability insurance or public liability insurance), even if is corresponds to a breach of contract.  (5) The   previous   exclusions   and   limitations   of   liability   apply   on   the   same   scale   in   favour   for   the   managerial   board, legal representatives, employees and any other people used by the supplier.  (6)   If   the   supplier   provides   technical   advice   or   support   over   and   above   the   agreed   service   level,   he   does   not charge for and any liability claims are excluded.  (7)   The   limitations   of   §   8   do   not   apply   for   the   liability   of   the   supplier   against   intentional   acts,   for   guaranteed product characteristics, against damage to life, body or health or according to the product liability act.  § 9 Reservation of proprietary rights (1)   The   following   agreed   reservation   of   property   rights   is   the   basis   for   the   security   of   all   present   and   future financial   claims   of   the   supplier   against   the   buyer   according   to   the   contractual   agreement   between   the   two parties   concerning   the   delivery   of   siliconized   paper   and   foil   (including   payment   balance   requests   on   a   current account limited to this delivery agreement). (2)   All   products   delivered   to   the   buyer   remain   the   property   of   the   supplier   until   complete   payment   of   all   accounts has   been   made.   All   goods   to   which   the   reservation   of   property   rights   applies   will   now   be   referred   to   as   reserved property.  (3) The buyer stores products which are considered to be reserved property at no cost.  (4)   The   buyer   may   use   and   process   the   reserved   property   in   his   usual   business   processes   (paragraph   9).   The buyer is not entitled to pledge or assign the reserved property as a security.  (5)   Should   the   reserved   property   be   processed   by   the   buyer   it   is   agreed   that   this   happens   in   the   name   and   for account   of   the   supplier   as   manufacturer   and   that   the   supplier   acquires   ownership   in   the   new   products   or   co- ownership   in   the   new   products   in   proportion   to   the   value   of   his   reserved   property.      Should   there   be   no   acquisition of   property   by   the   supplier   in   the   above   mentioned   manner   the   buyertransfers   his   future   ownership   or   co- ownership   of   the   new   products   as   a   security   to   the   supplier.   If   the   reserved   property   is   processed   in   such   a   way that   it   can   no   longer   be   separated   from   the   newly   produced   product   then   the   buyer   transfers   his   co-ownership (as   long   as   the   main   part   of   the   product   belongs   to   him)   in   proportion   to   the   value   of   the   reserved   property   to   the supplier.  (6)   In   case   of   selling-on   the   reserved   property   the   buyer   assigns   the   resulting   claims   against   the   purchaser   of   the reserved   property   or   in   case   of   co-ownership   his   share   of   co-ownership   to   the   supplier. The   same   applies   to   other receivables   that   are   connected   to   the   reserved   property   (i.e.   insurance   claims).   The   buyer   authorizes   the   supplier precariously to collect the assigned receivables in his own name and to his own account. (7)   Should   a   third   party   seize   the   reserved   property,   especially   through   garnishment,   the   buyer   is   obliged   to immediately   inform   the   third   party   about   the   reserved   property   status.   Furthermore   he   must   also   inform   the supplier   to   enable   him   to   assert   his   ownership   rights.   Should   the   third   party   not   be   in   a   position   to   reimburse   the supplier of any judicial or extra judicial costs then the buyer is liable to bear these costs.  (8) The   supplier   will   release   to   him   assigned   rights   on   demand   at   his   own   choice   if   the   value   of   the   secured   rights will exceed the value of the reserved property by more than 50 %. (9)   Should   the   supplier   withdraw   from   a   contract   due   to   a   breach   of   contract   on   behalf   of   the   buyer,   particularly with regard to delayed payment, then he is entitled to demand the return of his reserved property.  § 10 Other Terms (1)   The   supplier   reserves   the   right   to   attach   company   texts,   company   logo,   or   company   identification   number   to all deliveries in line with corresponding regulations.  § 11 Final Clause (1) The   court   of   jurisdiction   for   any   disputes   arising   from   the   business   connections   between   the   supplier   and   the buyer   is,   if   chosen   by   the   supplier,   Kleve,   or   the   domicile   of   the   buyer.      For   any   legal   proceedings   against   the supplier   the   exclusive   court   of   jurisdiction   is   Kleve.      Imperative   laws   concerning   exclusive   courts   of   jurisdiction remain unaffected by this regulation. (2)   The   contractual   agreement   between   the   supplier   and   the   buyer   are   subject   solely   to   the   law   of   the   Federal Republic   of   Germany.   The   UN   Convention   on   contracts   for   the   International   Sale   of   goods   (CISG)   from   11   April 1980 does not apply.  (3) Should the contract or these Standard Delivery Terms and Sales Conditions contain any loopholes,   then   the   lawful   effective   regulations   are   classed   as   applying   which   the   contract   partners   would   have agreed   upon   to   fulfil   the   contract   economically,   and   to   fulfil   the   stipulations   of   these   Standard   Delivery Terms   and Sales Conditions had they been aware of any loopholes. (4)   The   buyer   is   advised   that   the   supplier   saves   data   form   the   contractual   relationship   according   to   §   28   of   the German   Data   Protection   Act.      The   supplier   reserves   the   right   to   forward   data   to   a   third   party   if   required   to   fulfil contractual purposes (e.g. for insurance purposes.) Applicable Version In cases of doubt, the German Version of these Standard Delivery Terms and Sales Conditions shall apply. Please chose wanted T&Cs: General Purchasing Conditions of Scheddin Industrievertretung GmbH - 47574 Goch / Germany Standard Delivery Terms and Sales Conditions of Scheddin Industrievertretung GmbH - 47574 Goch / Germany