General Terms of Sale

1. General, Scope
1.1 All deliveries and services in business dealings with entrepreneurs take place exclusively under our general terms of sale (hereinafter "terms of sale"). We oppose deviating regulations, especially conflicting terms of purchase of the customer, unless we expressly agreed to the validity in writing. Our terms of sale apply even if we complete unconditional delivery to the customer while knowing that the terms of sale of the customer are in conflict with our own.
1.2 Our terms of sale only apply to entrepreneurs within the meaning of section 310, paragraph 1 of the German Civil Code (BGB), to current business relationships and to all future transactions with the customer.

2. Offer and Order, Reservation of Right of Modification and Copyright
2.1 Insofar as not expressly indicated by us as binding, documents such as diagrams, drawings, and measurements are only roughly binding.
2.2 Should our order confirmation contain reasonable expansions, limitations, or other modifications with respect to the order, then the customer’s agreement is implied, if it does not immediately, at the latest however within 3 business days from receipt of the order confirmation, oppose it.
2.3 Any order placed in our web shop shall be regarded as an offer to conclude a sales contract. A sales contract only comes into existence if the customer receives a written order confirmation or the goods are delivered / services are rendered.
2.4 Our goods are only delivered in the packaging units indicated in the catalogues. If a different number of items is ordered, the amount and price of the next larger packaging unit is considered agreed upon.
2.5 We reserve the right to make technical modifications to our services, insofar as such modifications promote technical progress or are unavoidable based on other circumstances and are reasonable for the customer.
2.6 We reserve ownership and copyright rights to diagrams, drawings, calculations, and other documents; these may not be made available to third parties without our express written consent.

3. Prices, Value-Added Tax, Packaging Costs
3.1 Our prices are subject to change without notice.
3.2 Prices include, insofar as nothing else is arranged, customary packaging from our plant without value-added tax. On the day of invoicing, the legally identified VAT amount is to be reimbursed to us.
3.3 The cost of non-customary packaging, e.g., collective or seaworthy packaging, is invoiced separately. The customer bears the cost of the disposal or return of packaging.

4. Passing of Risk, Optional Insurance
The risk of accidental loss, destruction, or deterioration passes to the customer upon dispatch to the customer from our plant, even if carriage-paid delivery is agreed upon. At the request and expense of the customer, we will insure the delivery against breakage, damage to goods in transit and fire damage.

5. Payment Due Dates, Discounts, Right of Refusal, Default, Small Order Quantity Surcharge
5.1 Unless otherwise agreed, invoices are payable net 10 days. Purchaser shall pay the costs of payment. Discount amounts are deductible only if they have been agreed on with us and all accounts payable due have been paid.
5.2 If purchaser is in default with his payments, interest on the outstanding amount shall be payable at the rate of 8 % above the base interest rate. We reserve the right to prove and allege higher default damages. We reserve the right to cause default by demanding early payment. If we are required to advance performance and, if after the execution of the contract, it becomes apparent that our claim, in particular for payment, may be jeopardised by purchaser’s inability to perform we may refuse performance.
5.3 The customer cannot charge counter-claims against our due payment claims or exercise a right of retention, unless the customer is entitled to a claim recognised by declaratory judgement that is not contested by us and if, while exercising the right of retention, the counter-claim from the customer is based on the same contractual relationship.
5.4 Orders, with the exception of cash sales, for which the net amount (invoiced amount without shipping costs and value-added tax) is less than € 75.00, a small order surcharge of € 25.00 will be charged.

6. Retention of Title, Assignment, Release of Securities
6.1 Delivered goods remain our property until the payment of all open business claims up to the point of invoicing. The claims of the customer including value-added tax from the resale of reserved goods, i.e., from a work performance using our goods, should already be transferred to us in the amount of the open invoice. In the case that the reserved goods from the customer are sold together with other goods that do not belong to us, whether it be without or after processing, or are delivered within the framework of a working contract, the assignment of the resulting claim of the reserve buyer is calculated in the amount of the value of the reserved goods.
6.2 Should the value of the granted securities exceed the claims by more than 10 %, we are obliged to retransfer or release the securities upon request. We shall select the securities to be released.
6.3 Our goods may only be transferred within the framework of proper business activity. The customer is not allowed to pawn or transfer the ownership of goods that are still in our possession.
6.4 At our request, the customer is obliged to inform us of the purchaser and the arranged price and to show the assignment to its debtor.

7. Delivery Period and Appointment
7.1 The start of the delivery period presupposes the involvement of the customer for the clarification of all technical questions.
7.2 Delivery periods as well as delivery schedules will be appropriately extended if they cannot be adhered to as a result of military mobilisation, war, uprising, strike or lockout, delayed delivery of raw and auxiliary materials, late delivery by our suppliers, or similar circumstances beyond our control. A lasting obstruction under these circumstances gives us the right to withdraw from the contract without liability for damages.

8. Liability for Material and Title Defects
8.1 Insofar as there exists a defect of the contract subject that was beyond our control, we can choose to fix the defect or provide a defect-free contract subject (replacement).
8.2 Should the replacement (No. 8.1) not function properly, or should it be unreasonable to the customer, or should we seriously and conclusively refuse it or unreasonably delay it, or if other circumstances exist that, upon weighing mutual interests, justify immediate resignation or compensation, then the customer is entitled to choose to lower the contract price or to withdraw from the contract and/or demand compensation (No. 8.3). The customer is not entitled to withdraw from the contract if only insignificant contract inconformities exist, especially insignificant defects.
8.3 Should the customer exclusively choose compensation after proper replacement (No. 8.2), the contract subject remains with the customer, if it considers this reasonable. Compensation is limited to the difference between the purchase price (without value-added tax) and the value of the defective subject of the contract that remains with the customer.
8.4 Material and title defect claims, including claims for compensation due to material and title defects, with the exception of claims under the Product Liability Act, lapse 12 months after delivery of the goods.
8.5 Numbers 8.1 through 8.4 do not impair the customer’s rights if we maliciously concealed a defect or if we offered a quality guarantee.

9. Liability for Other Reasons
9.1 Our liability is excluded for slightly negligent infringement of immaterial contractual obligations. Our liability is limited to the contractual, foreseeable damages for slightly negligent infringement of other obligations.
9.2 The above regulation does not apply to claims under the Product Liability Act. Insofar as the limitation on liability pursuant to No. 9.1 for claims from the producer’s liability pursuant to § 823 of the German Civil Code does not interfere, our liability is limited to the replacement of the insurance. Insofar as this does not occur or does not occur in full, we are liable up to the insured amount.
9.3 Insofar as our liability is excluded or limited, this also applies for the personal liability of all of our employees, representatives, and vicarious agents.
9.4 Our liability is unrestricted if the customer loses his/her life or suffers a bodily or health injury due to an action or failure attributable to us.

10. Return of Goods without Legal Liability
10.1 If no legal claim to return exists, delivered goods will be accepted only with previous agreement from us. Returns without previous agreement will be send back – postage-due – to the sender without inspection. The customer bears the shipping costs for the return delivery in No. 10.1.
10.2 The goods must still be in their original packaging. Special orders or deliveries, which date back more than three months or the net value of which is less than € 75.00, cannot be returned. A processing fee of 15 % of the net value of the goods will be charged to cover the cost of the return. If the goods can no longer be resold at the list price at the time of the return, an additional deduction (old goods deduction) will be made in addition to the processing fee. If we make an exception and agree to accept the return of parts that are unpackaged or that are no longer in their original packaging, an expense remuneration of at least 15 % will be charged for reworking and repackaging in addition to the processing fee and, if applicable, the old goods deduction.
10.3 Returned goods will only be credited to a new invoice. Credits cannot be used to clear invoices due at the time of the return.

11. Product Information, No Advisory Obligation
Our deliveries are intended only for speciality stores or skilled users. Our user information and instructions are limited to the details of each written product information (e.g., installation instructions, catalogues, data sheets). Further advisory obligations do not exist. Application, use, and processing of the products lie solely in the customer’s realm of responsibility.

12. Use and Protection of Customer Data
We use customer data, which concern the business dealings with the customer, in terms of the Federal Data Protection Act.

13. Applicable Law, Jurisdiction
13.1 German law applies to the mutual contractual obligations, their materialisation, interpretation, and implementation as well as all resulting contractual and business relationships. The application of the UN Agreement on Contracts on the International Purchase of Goods and the thereafter enacted laws of the Federal Republic of Germany is excluded.
13.2 Place of performance and jurisdiction for delivery, payment, and for all obligations, including those from exchange and cheque payments, is exclusively Nuremberg. We reserve the right to file a complaint against the customer at its official location.

14. VAT Identification Number
VAT ID No. DE 133251475
DEHN + SÖHNE GmbH + Co. KG.
Nürnberg – Neumarkt

Update July 2009