Terms and Conditions of Supply and Sale (Export E 2)

-Valid from January 1, 2013-

1. The following terms and conditions of supply and sale form an integral contractual part of all transactions with the purchaser. They also apply to all future transactions, even where express reference is not made to them again. Any differences require confirmation in writing. Counter-conditions from the purchaser do not render our conditions invalid, even if we do not expressly object. Differently worded confirmations by the purchaser that make reference to its terms and conditions are hereby rejected. Our quotations are addressed only to entrepreneurs, legal persons under public law, and special funds under public law within the meaning of Section 310, para. 1, of the German Civil Code (Bürgerliches Gesetzbuch, BGB).Consumers within the meaning of Section 13 BGB are not supplied.

2. The prices provided in our price list are in Euros, exclusive of value added tax at the rate in force on the day of delivery. Quotations are strictly non-binding. When a new price list appears, all previous price lists become invalid.

3. Delivery dates and deadlines that are not expressly agreed to as binding constitute solely non-binding indications. Delivery dates desired by the purchaser become a binding part of the contract only when confirmed in writing by the seller. A delivery time indicated by us begins when the purchaser has met all of its obligations. The delivery deadline is considered as having been met if the goods have left our plant on or before the expiration of the delivery deadline or if we have notified the purchaser on or before the expiration of the delivery deadline that the goods are ready for shipment. In the event of force majeure, problems with materials or power, labour disputes, and unforeseen circumstances preventing manufacture or dispatch the seller is released from its delivery obligations for the duration and for a reasonable period of time afterwards.

4. Delivery terms are agreed individually, depending on the country of the recipient. For post-free or FOB deliveries we bear the costs of packaging; in the case of freight forward deliveries these are invoiced at cost price and cannot be withdrawn. All goods are shipped at the expense of the recipient and person placing the order. If not otherwise agreed, the seller will select the dispatch route and the means of dispatch. Risk is transferred to the purchaser or recipient when the goods leave the factory area. If the delivery is not fully completed due to reasons outside the control of the seller, the goods must be ordered again. Further deliveries are strictly not undertaken. Add-on orders are accepted only on the day of order. Further orders received subsequently are sent on subject to freight and packaging costs. Packaging is not returnable.

5. The minimum order value is EUR 500.00 net. For smaller orders a minimum quantity surcharge (MQS) of EUR 50,00 is charged.

6. Our invoices are due and payable without deduction 30 days after the invoice date. If payment is made within 14 days of the invoice date, we offer a 2% discount. Deliveries to new customers are made only against advance payment. A discount for early payment is possible only where all outstanding invoices have been paid. Payment is considered as having been made once the funds are freely available to us. If we do not receive payment by the 30th day following the invoice date, the purchaser is in default and, pursuant to Section 288, para. 2 BGB, owes default interest equal to 8% p.a. above the respective base interest rate. Farther-reaching claims for damages remain reserved.

7. We reserve the right to normal trade variations in quality, size, thickness, colour and other elements of appearance, as well as weight tolerances of ± 10% and format variations of ± 8 mm. Variations in the format and colour of handmade materials and uncoated papers are caused by the production process and do not constitute a fault. Minor variations in colour between the illustrated colour overviews and the goods supplied are brought about by printing technology. Particular characteristics must be agreed in writing. In the case of special designs, delivery of up to 15% above or below the agreed quantity is permissible.

8. We reserve the right to changes in form and implementation compared with the catalogue depictions insofar as these do not affect the function and quality of the article.

9. The purchaser is entitled to claim defects only if it has properly met its duties under Section 377 of the German Commercial Code (Handelsgesetzbuch, HGB) to inspect and object. Goods must be checked promptly, and at the latest within 7 days of their arrival at their destination. Any faults must be reported in writing within this time period. Damage that is obvious upon delivery of the goods must also be indicated on the shipping documents. Delivered goods that are the subject of a complaint may be processed only with our written consent. If despite all due care, the delivered goods have a defect that existed at the time that risk is transferred, we will at our discretion either repair the goods or replace them, subject to timely notice of defects having been given. We must always be given the opportunity to cure by a reasonable deadline. If the cure fails, the person placing the order may rescind the contract or reduce the price. Claims for defects become invalid 12 months after the goods have been delivered by us to the purchaser.

10. Returns are possible only with our express agreement. Insofar as returns are agreed, these are to be sent carriage paid to our plant at Mönchengladbach. Goods are accepted only in complete dispatch units. Provided the goods are in perfect condition, a credit will be issued subject to deduction of 25% of the net value of the goods. Returns of sales furniture will not be accepted!

11. All deliveries undertaken by the seller take place solely under retention of title. Title is transferred to the purchaser only when all obligations arising from the business relationship have been paid. The purchaser is entitled to dispose of the goods supplied in the normal course of business. If the purchaser disposes of the goods supplied by us – irrespective of their condition – he transfers to us any claims arising from the disposal towards his purchaser with all associated rights and we are fully released from all claims from the supply of the goods. The purchaser is not entitled to pledge or assign as security any goods that are not completely paid for. Third party pledges must be notified to us immediately and at our request the goods are to be stored at a place to be chosen by us at the expense of the purchaser.

12. Until payment in full, the purchaser is required to ensure sufficient insurance cover.

13. In the event of changes in the purchaser's circumstances, stopped payment, winding up or changes to the company etc, the seller reserves the right to demand security or to cancel the agreement. In the case of delayed payment, the seller can immediately demand payment of all outstanding invoices including those not yet due for payment.

14. The law of the Federal Republic of Germany is applicable to legal relationships between the purchaser and the seller, under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15. The place of execution for delivery and payment is Mönchengladbach, as is the place of jurisdiction.

16. If any one or more provisions of this contract should be or become ineffective or contain a gap, all other provisions remain in full force and effect. The parties undertake to replace the ineffective provision with a legally permissible one that most closely approximates the economic purpose intended with the ineffective provision or that fills such gap.

17. Personal data on your company obtained in the course of the business relationship is handled, i.e. stored, transferred, altered and erased, in accordance with the Federal Data Protection Act.