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GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS
(January 2004)

Validity of the terms and conditions
1. All our deliveries and services are based exclusively on theses terms and conditions. Differing terms and conditions of the partner that are not explicitly acknowledged by us are not valid.

Proposal and contractual agreement
2. Our proposals are not binding and without obligation. Orders and listings only become binding with our written confirmation. This is also the case for amendments, changes and additional agreements.

3. The details, drawings, pictures and work specifications in the catalogues, price lists or proposal documents are approximations that are common in this line of business unless explicitly agreed otherwise in the order confirmation. We reserve ourselves the right to technical changes at all times.

4. Minimum delivery quantities are the respective packing units as stated in the catalogue.

Pricing
5. Unless stated otherwise, the prices in the most current gross price lists minus discount agreements or the net prices in our proposals are the valid prices. The relevant prices are the ones stated in the order confirmation in Euro plus the respective legal value added tax. Additional deliveries and services are charged separately. If the invoice amount is below 100.00 Euros, an additional amount of 12.50 Euros is charged for small quantity delivery.

6. Prices are ex works if not agreed otherwise, excluding insurance and packaging charges. Handsets are subject to the delivery conditions of the main catalogue SHW Friedrichstal.

7. Should a significant change in staff, material or energy costs occur, we reserve ourselves the right to adjust the price.

Delivery
8. We can only agree an approximate delivery time. Even if a definite delivery time has been agreed per calendar, it is still no fixed-date transaction according to § 376 paragraph 1 HGB (German Commercial Code). An additional agreement between the contract partners is required stating that in the case of i.e. seasonal goods or promotional campaigns the contract can be terminated by withdrawal without further consequences if the delivery time is not kept and that, in case we are liable for fault, indemnification can be claimed for non-performance. In addition, delivery times or terms that can be of a binding or a non-binding nature have to be put in writing.

9. Delivery and service delays caused by force majeure and events making our delivery significantly more difficult or impossible - to mention strikes, public disturbances, measures taken by the authorities, non-appearance of deliveries from our suppliers, etc. - are not our responsibility, even if binding terms and dates have been agreed. They entitle us to delay the delivery or the service for the duration of the obstruction plus an adequate start-up period or to withdraw partly or entirely from the contract because of the non-performed part of the contract, without enabling the contractual partner to claim indemnification. Should the obstructions mentioned above affect the partner, the same legal consequences are valid for his obligation to accept the delivery.

10. The contractual partners are obliged to immediately inform the other party of the beginning and end of obstructions of the nature described above.

11. Partial deliveries and partial services are permitted, if customary in the trade and are billed separately. As an exception, they are not permitted if the partial compliance of the contract is of no interest for the partner.

12. Delivery quantities diverging from the order are permitted within the variations set by DIN 7521. The calculation has to be based on the delivery quantity stipulated by us.

13. Should later contractual changes by the partner influence the delivery period, it may be extended appropriately.

Reservation of title
14. We reserve the title to the delivered goods to ourselves until all claims from the business relationship with the partner have been fulfilled.

15. The partner is entitled to sell the goods within a regular business transaction, as long as he complies with the obligations resulting from his business relationship with us on time. However, he is not allowed to pledge the conditional goods or to pass the title on as security. He is obliged to secure our rights when selling the conditional goods in a credit transaction.

16. In the case of a delay in payment by the partner we are entitled to receiving the conditional goods after granting an appropriate grace period without contract withdrawal at the partner's cost.

17. The partner already assigns to us all claims and rights from selling the goods that we have ownership right to by way of security. We hereby accept the assignment by way of security.

18. The partner has to inform us immediately about measures of enforcement by third parties concerning the conditional goods, the claims assigned to us or other securities, handing over the documents necessary for an intervention. This is also the case for other impairments.

19. We will release the securities we are entitled to according to the aforementioned regulations on request by the partner to the extent that the realizable value of the goods delivered under reservation of title exceeds the claims to be secured by more than 20 per cent.

Defects
20. We vouch for the faultless production of the goods delivered by us.

21. We don't vouch for defects caused by unsuitable or improper handling, faulty assembly work or installation by the partner or third parties, normal wear and tear, faulty or neglectful treatment. We also don't vouch for consequences of improper changes or maintenance work by the partner or third parties realized without our consent. This is also the case for defects that only insignificantly reduce the value or suitability of the goods.

22. The limitation of actions from defect claims follows the law if not agreed otherwise.

23. The partner has to give written notice of open defects immediately after receiving the goods and immediately after discovery in the case of hidden defects.

24. If we receive legitimate and timely notice of defects we would either touch up the goods complained about or supply faultless replacement.

25. If we don't fulfil these commitments at all or not according to contract regulations within an appropriate time, the partner can set us a final deadline in writing, by which we will have to fulfil our commitments. Should this deadline pass, the partner can ask for a reduction in price, withdraw from the contract or touch up the defects himself or let a third party do it at our expense and risk. If touching up is done successfully by the partner or a third party, all claims of the partner are covered with the reimbursement of a reasonable amount of his costs. A reimbursement is not possible if the expenses increase because the goods were taken to another place after our delivery, unless this is in accordance with the intended use of the goods.

GTC of Payment
26. If not agreed otherwise, all invoices are payable after delivery within 30 days after the invoice was issued without deductions. For payment within 14 days after the invoice issue date, a 2 % discount can be deducted if there are no delays in the partner's settlement of claims.

27. In case it is undisputable that we have delivered partially faulty goods, our partner is still obliged to pay for the faultless part of the delivery unless a partial delivery is of no interest to him. Incidentally, the partner can only set off his claims using legally or undisputed counterclaims.

28. If the time for payment is exceeded, we are entitled to charge interest on delayed payment at the rate the bank charges us for overdrafts, but at least 5 % more than the basic interest rate valid at that time.

29. In the case of a delayed payment after having given written notice we can stop meeting our obligations until we receive the payment.

30. Bills and cheques are only accepted if agreed in advance and only as conditional payment and under the precondition that they are eligible for discount. Discount charges are due from the due date of the invoice amount. A guarantee for the correct presentation of the bill and for protesting the bill is ruled out.

31. If the partner involves a central regulation agency, the settlement of the invoice that discharges from debt only becomes valid with the date the amount is credited to our account.

32. If after the conclusion of the contract it becomes apparent that our payment claim is at risk due to lack of the partner's funds, we can refuse service delivery and set an adequate period of time when he has to pay on delivery without delay or has to provide a security. In the case of the partner's refusal or unsuccessful termination of the set period of time for payment, we can withdraw from the contract and claim indemnification for non-performance.

Sales aids
33. Sales and presentation aids that the partner receives from us free of charge, are owned by us and we can request their return at any time. When the partner is using the sales and presentation aids, he takes the full user risk. He commits himself to only display our goods on the sales and presentation aids and to pay compensation should he be responsible for loss or damage.

Other claims
34. If not stated otherwise in the following paragraphs, other and further-reaching claims by the partner against us are excluded. This is particularly valid for indemnification claims from delay, the impossibility of delivering the service, the negligent infringement of contractual side duties, culpa in contrahendo and from illegal activity. We therefore are not liable for damages that are not on the delivered goods themselves. Above all, we are not liable for missed profit or other damage to the partner's assets.

35. The above liability limitations are not valid if we've caused the damage wilfully or with culpable negligence or if we have violated main contractual obligations. If a main contractual obligation was violated by us, we are only liable for the damage typical of the contract that could have reasonably been foreseen.

36. Furthermore, the liability limitation is not valid when liability is incurred according to the product liability law in the case of injuries or damages of privately used goods. It is also not valid when life, body or health are damaged, features that have been promised are lacking, if and as much the assurance was intended to cover the partner against damages of the actual delivered goods themselves.

37. The partner only has a claim under a right of recourse towards us inasmuch as the partner has not made any agreements with his purchaser that exceed the legal warranty claims. In addition, for the volume of claims under a right of recourse sub clause no. 23, last sentence, is correspondingly valid.

38. As far as our liability is excluded or limited, this is also valid for the personal liability of our legal representatives and our employees.

Copyright
39. It is not allowed to pass on documents and drawings handed over by us and services and suggestions for the design and production of wrought-iron items to third parties without our consent.

Applicable law, place of jurisdiction, partial nullity and the transferability of contractual rights
40. For these terms and conditions and all legal connections between the contract partners the law of the Federal Republic of Germany is binding.
An application of the Unites Nations agreement of 11 April 1980 about the contracts on the sales of goods (CISG - "Viennese Sales Law") is excluded.

41. The seat of our business is the place of jurisdiction for all legal disputes, also for legal actions concerning bills and/or cheques if the partner has merchant status, is a juridical person or a special fund under public law. We are also entitled to take legal action at our partner's seat of business.

42. Should one of the regulations in these GTC and Conditions or a term agreed under 'Other Arrangements' be or become invalid, the rest of the contract is not affected by that. In such a case the contracting partners are obliged to replace the inoperative regulation with a regulation as similar as possible in terms of business success.

43. The mutual contractual rights can only be transferred if both parties agree.