I. General

1. All deliveries and services shall be based on these terms and conditions and on any separately concluded contractual agreements. Deviating terms and conditions of purchase from the buyer shall not become part of the contract even through acceptance of the order.
   
   In the absence of a separate agreement a contract shall come about with the written acceptance of order by the supplier.
   
   
2. The supplier shall retain copyright and title to samples, cost estimates, drawings and similar information of a tangible and intangible nature, including in electronic form and these may not be made available to third parties.
   
   The supplier agrees not to make information available to third parties that the buyer has designated as confidential without the buyer's consent.

II. Price and payment

1. In the absence of a separate agreement prices shall be ex works including loading in the works but excluding packaging and unloading. VAT in the re-spective amount shall be added to the prices.
   
   
2. Terms of payment: no later than 10 days net.
   
   
3. The buyer shall only be entitled to withhold payments or set off against counterclaims insofar as the counterclaims are not disputed or have been established in court.

III. Deliver period, delays to delivery

1. The delivery period shall be based on the agreements between the contract parties. Compliance with it by the supplier presupposes that all commercial and technical questions between the contract parties have been clarified and the buyer has fulfilled all its obligations, such as, e.g., obtaining the required official certificates or approvals or making an advance payment. If this is not the case, the delivery period shall be extended appropriately. This shall not apply if the supplier is responsible for the delay.
   
   
2. Compliance with the delivery period is subject to the proviso that the supplier receives correct and timely supplies. The supplier shall notify emerging delays as soon as possible.
   
   
3. The delivery period is complied with if the delivery item has left the supplier's works or readiness for shipment is notified before it expires. If an acceptance inspection has to be carried out, unless there is a justifiable refusal of acceptance, the date for the acceptance inspection shall be relevant, alternatively the notification of readiness for the acceptance inspection.
   
   
4. If the shipment or the acceptance inspection of the delivery item is delayed for reasons for which the buyer is responsible, it shall be invoiced for the costs accruing through the delay starting one month after notification of the readi-ness for shipping or the acceptance inspection.
   
   
5. If the non-compliance with the delivery period is caused by force majeure, labour disputes or other events that are beyond the supplier's control, the delivery period shall be extended appropriately. The supplier shall inform the buyer as soon as possible of the start and end of such circumstances.
   
   
6. The buyer may withdraw from the contract without fixing a time limit if the supplier is permanently unable to carry out the complete delivery before the risk is transferred. In addition, the buyer may withdraw from the contract if the execution of part of the delivery is impossible when the order is made and it has a legitimate interest in refusing a part delivery. If this is not the case, the buyer shall pay the contract price accruing for the part delivery. This shall also apply in the case of the supplier's incapacity. Section VII.2 shall apply otherwise.
   
   If impossibility or incapacity occurs during delayed acceptance or if the buyer is solely or mainly responsible for these circumstances, it shall be obliged to provide consideration.
   
   
7. If the supplier is in default and the buyer suffers a consequent loss, it shall be entitled to demand flat rate compensation for the default. This shall amount to 0.5% for each full week of the default to a maximum of 5% of the value of the part of the total shipment that cannot be used on time or in accordance with the contract as a result of the default.
   
   If the buyer sets a suitable time limit for the supplier for performance after the due date, taking account of the statutory exceptions, and if this time limit is not complied with, the buyer shall have the right to rescind the contract in the framework of the statutory provisions.
   
   Additional rights based on default of delivery shall be based solely on Section VII.2 of these terms and conditions.

IV. Supplies of material, liability for supplied materials

1. The following terms and conditions shall apply to provisions of material:
   perfect material quality for the processing method that we have selected.
   
   
2. Considerable reworking, interruptions to production or other extra expenses caused by defective material quality or a corresponding delivery condition or through faulty production documentation or data shall entitle us to supplemen-tary claims on the basis of cost. Delays that arise as a result of such defects shall release us from agreed delivery periods, although we shall make efforts to comply with delivery dates in spite of this.
   
   
3. We shall be liable to the maximum pro rate order value (processing value) of the affected part for defects, loss or processing faults caused by us to material supplied by customers. We shall therefore take over the replacement at no charge with a new supplied part for parts of the supplied goods that are defective through our fault, if such a part is still available. There shall not be any right to replacement for any affected parts or reimbursement of the value of the material.
   
   
4. Delivery volumes of material provided: to compensate for waste and unavoidable losses on machining a material allowance (over-delivery) must be taken into account for all material items, so that in the end the set quantities of the assemblies can be produced. In the case of material provided this means that with incidentals the following over-deliveries are necessary per article type: with unavoidable bulk goods 10% not less than 3 pieces; with belted goods not less than 5 pieces per belt section; all other delivery types 5%, but not less than 5 pieces. With larger parts with a higher material value the necessary over-delivery is at least 1 piece per type. If deliveries fall short of the above-mentioned volumes we reserve the right to a remaining delivery of incomplete final products that will be invoiced less the processing costs for the missing parts.

V. Transfer of risk, acceptance inspection

1. The risk shall be transferred to the buyer when the delivery item has left the works, including in the case of part deliveries, or the supplier has take over other services, e.g., the shipping costs, or delivery and installation. Insofar as an acceptance inspection has to be carried out, this shall be relevant for the transfer of risk. It must be carried out without delay on the date for the acceptance inspection, alternatively after notification by the supplier of the readiness for the acceptance inspection.
   The buyer may not refuse the acceptance inspection on the existence of an inconsiderable defect.
   
   
2. If the shipping or the acceptance inspection is delayed or not carried out because of circumstances for which the supplier is not responsible, the risk shall be transferred to the buyer on the date of the notification of the readiness for shipping or the acceptance inspection. The supplier shall be obliged to take out the insurance at the buyer's expense that the latter demands.
   
   
3. Part shipments shall be permissible as far as they are reasonable for the buyer.

VI. Retention of title

1. The supplier reserves title to the delivery item until receipt of all payments under the contract of delivery.
   
   
2. If title is transferred to a third party by way of sale the claims against the third party that arise through the resale shall be assigned to us as security without the requirement of a separate agreement.
   
   
3. The buyer may not sell or pledge the delivery item or assign it as security. In case of attachments or seizures or other dispositions by third parties the buyer shall inform the supplier without delay.
   
   
4. In the event of actions by the buyer contrary to the contract, in particular on default of payment, the supplier shall have the right to take back the delivery item after a warning and the buyer shall be obliged to surrender it.
   
   
5. The supplier may only demand the surrender of the delivery item on the basis of retention of title if it has rescinded the contract.
   
   
6. A petition for the institution of bankruptcy proceedings shall entitle the supplier to rescind the contract and demand the immediate surrender of the delivery item.
   

VII. Claims arising from defects

The supplier assumes a guarantee as follows for defects of quality and to title to the exclusion of all other claims, subject to Section VII:

Defects of quality

1. All parts shall be reworked or replaced free of charge at the supplier's option that prove to be defective as a result of circumstances that existed before the transfer of risk. The detection of defects of this nature must be notified to the supplier in writing without delay. Parts that are replaced shall become the property of the supplier.
   
   
2. Following agreement with the supplier the buyer shall give the supplier the necessary time and opportunity to carry out all reworking and replacement deliveries that the supplier regards as necessary; the supplier shall otherwise be exempt from liability from any consequences arising from this. The buyer shall have the right to remedy the defect itself, or have it remedied by a third party, and to demand reimbursement from the supplier of the necessary expenses only in urgent cases of danger to operational safety or to prevent disproportionately greater damage, whereby the supplier must be notified immediately.
   
   
3. Insofar as the complaint proves to be justified, with regard to the direct costs resulting from the reworking or replacement delivery the supplier shall pay the costs of the replacement item including shipping.
   
   It shall also pay the costs of dismantling and installing, as well as the costs of any necessary provision of fitters and assistants, including travel expenses, insofar as this does not lead to a disproportionate charge on the supplier.
   
   
4. The buyer has a right in the framework of the statutory provisions to withdraw from the contract if the supplier, taking account of the statutory exceptions, allows a reasonable time limit to lapse without results that it was set for reworking or a replacement delivery because of a quality defect. If the defect is insignificant, the buyer shall only have the right to reduce the contract price. The right to reduce the contract price is otherwise excluded.
   
   Other claims are defined in accordance with Section VII.2 of these terms and conditions.
   
   
5. A guarantee is not assumed in particular in the following cases:
   Unsuitable or improper use, faulty installation or commissioning by the buyer or a third party, natural wear and tear, faulty or negligent handling, incorrect maintenance, unsuitable resources, faulty installation situations, unsuitable installation substructure, chemical and electrochemical influences that are unsuitable for silicone, insofar as they are not the responsibility of the supplier.
   
   
6. If the buyer or a third party carries out incorrect reworking, the supplier does not assume any liability for the consequences. This shall also apply to any changes to the delivery item carried out without the prior consent of the supplier.
   
   Defects of title
   
   
7. If the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany and EU member states, the supplier shall in principle acquire at its own expense the right of further use for the buyer or modify the delivery item in a manner acceptable to the buyer to such an extent that the infringement of the industrial property rights no longer exists.
   
   The buyer shall have the right to withdraw from the contract If this is not possible at financially acceptable conditions or in a reasonable period of time. The supplier shall also have a right to withdraw from the contract under the above-mentioned conditions.
   
   In addition, the supplier shall indemnify the buyer from undisputed or judicially established claims by the holder of the industrial property rights concerned.
   
   
   
8. The supplier's obligations that are designated in Section VI.7 shall be conclusive in the case of an infringement of industrial property rights or copyright subject to the proviso of Section VII.2.
   
   They shall only exist if
   
• the buyer informs the supplier without delay of claims of infringements of industrial property rights or copyright,
  
  
• the buyer supports the supplier to a suitable extent in warding off the claims, or enables the supplier to carry out the modification measures in accordance with Section VI.7,
  
  
• the supplier reserves all defensive measures including extrajudicial settlements,
  
  
• the defective title is not based on instructions by the buyer, and
  
  
• the infringement of rights was not caused by the buyer altering the delivery item without approval or using it in a manner not in accordance with the contract.

VIII. Liability

1. If the delivery item cannot be used by the buyer for the contractual purpose through the fault of the supplier as a result of not carrying out, or the defective implementation of, suggestions and advice before or after the conclusion of the contract, or through a breach of other accessory contractual obligations, Sections VI and VII.2 shall apply analogously to the exclusion of further claims by the buyer.
   
   
2. The supplier shall only be liable for any legal reason whatsoever for damage that does not occur to the delivery item itself
   
   a. in case of intention,
   
   b. in case of gross negligence of the owner/officers or managerial personnel,
   
   c. in case of culpable injury to life and limb and health,
   
   d. in case of defects that it maliciously concealed or whose absence it guaranteed,
   
   e. in case of defects of the delivery item insofar as it is liable under the Germen Product Liability Act (Produkthaftungsgesetz) for injuries to persons or damage to property on objects used privately.
   
   
   In case of culpable breach of material contractual obligations the supplier shall also be liable for the gross negligence of non-executive personnel and in cases of ordinary negligence; in the latter case liability shall be limited to the damage or loss typical for the contract that could reasonably be foreseen.
   
   All other claims are excluded.

IX. Statute of limitations

All claims by the buyer for whatever legal reason shall become statute-barred in 12 months. The statutory time limits shall apply to claims for damages under Section VII.2.a-e.

X. Applicable law, legal venue

1. The laws of the Federal Republic of Germany that govern the relations of German parties to one other shall apply exclusively to all legal relationships between the supplier and the buyer.
   
   
2. The legal venue is the court with jurisdiction for the location of the supplier's registered office. However, the supplier shall have the right to sue at the location of the buyer's registered office.