Standard Business Conditions for the Sale of Products

Section 1 – Validity

1.1 The following business conditions shall apply to all deliveries, services and quotations. The said conditions are considered also valid for all future business transactions, even if not explicitly agreed upon.

1.2 They are considered as mutually agreed upon if not contradicted in writing or by other means of recorded telecommunication within three days of receiving confirmation of the order or at the latest after acceptance of the goods on behalf of the purchaser. Opposition to the said conditions by the purchaser under reference to his own business or purchase conditions is rejected herewith.

1.3 All agreements that are made between the customer and our company for the execution of this contract must be deposed in a written form.

Section 2 – Quotation and Conclusion of Contract

2.1 Our quotations are nonbinding and noncommittal. Acceptance and all orders need our written confirmation to become legally effective.

2.2 Our employees are not authorized to make oral subsidiary agreements that go beyond the content of the written contract.

2.3 The conclusion of the contract is under reserve of a correct and in time delivery by our suppliers. This is only valid for the case that the failure to deliver is beyond our responsibility, especially in the case of a hedging transaction with our supplier. The customer will be informed about the non-availability of the product or service immediately. The consideration will be reimbursed immediately.

Section 3 – Object of agreement

3.1 The functionality of the products is derived from the specification of the same in the manual/data sheet. Technical modifications by the purchaser are permissible as long as the functionality of the goods ordered is not impaired by the said modifications.

Section 4 – Reservation of ownership

4.1 The purchaser may only rescind a trial purchase (also referred to as a “test-run”) if the goods are returned to the seller prior to expiry of the date cited in the delivery note. The said rescission is excluded if the goods were damaged after delivery to the purchaser.

4.2 All goods supplied by the seller (hereinafter referred to as "reserved goods") remain the property of the said seller until such time as all principal and ancillary receivable payments, including any future and contingency receivables, derived from deliveries have been settled. The purchaser of the reserved goods is not entitled to pledge the said goods or transfer their possession as security to third parties. In case of third party creditors' attachment to the reserved goods the purchaser shall be obliged to point out the ownership of the seller and inform the latter without delay. The purchaser shall be responsible for any damage so incurred to the seller.

4.3 If the purchaser processes, modifies or incorporates the reserved goods in a system environment, the seller shall be considered as producer of the said alterations, without any obligations and it shall retain ownership of the intermediate and final products. Where the reserved goods are combined with other goods not belonging to the seller, the latter shall be considered as co-owner of the new system in the proportion the reserved goods bear to the new system as a whole at the time of processing or combination.

Section 5 – Reservation of ownership of resellers

5.1 The purchaser and reseller (hereinafter referred to as purchaser) may only resell the reserved goods in a proper business transaction and as long as the purchaser is not in default of payment to the seller.

5.2 The purchaser herewith assigns any claims against third parties arising from resale or based on other legal grounds (e.g. third party liability insurance) including all ancillary rights to the seller as provision of security, including such cases where the reserved goods are processed or system-incorporated. In the latter cases the said assignment comprises the value of the reserved goods in proportion to that of the goods as a whole. Provided the purchaser fulfills his payment obligations to the seller, the former has the right to recall any claims on his behalf assigned to the latter at the expense of the latter. The purchaser shall be obliged to inform the seller of the current status of the assigned claims at all times on demand.

5.3 The seller shall be obliged to release the securities assigned by the purchaser when the value of the said securities exceeds that of the secured claims by more than 20%.