Version of April 2002

1. General

The present Terms of Delivery and Payment are valid in conjunction with the „General Terms of Delivery for Products and Services of the Electrical Industry“ (state as per January 2002), which are enclosed to the present Terms of Delivery and Payment. Should individual clauses of the present Terms of Delivery and Payment contradict the „General Terms of Delivery for Products and Services of the Electrical Industry“ solely ours are binding. Terms of purchase or procurement deviating from those terms are only obligatory if accepted by us as binding in writing. We herewith expressly contradict contrary terms of procurement of our customers. The customer acknowledges our Terms of Delivery and Payment as solely binding on acceptance of the order confirmation.

2. Quotation, Conclusion of Contract, Scope of Supply

Unless limited for a certain period, quotations are submitted without engagement. Orders require a written confirmation to become effective. Our order confirmation is decisive for the scope of supply. The documentation, such as illustrations, drawings, weight and dimensional specifications referring to our quotation, are subject to technical modification.

3. Prices and Payment

Unless otherwise agreed, prices are to be understood ex works, excluding packing. In the event of price alterations, we reserve the right to adjust the agreed prices. Invoice amounts are due for payment within 30 days from date of invoice, net. Different periods of payment can be agreed upon. Should payment be delayed, the statutory interest rates specified in the German Civil Code (BGB) will be charged. We reserve to accept or not bills of exchange. This is done without engagement regarding timely supply of protest and under invoicing of collection fees. Discount charges are to be borne by the customer. Retention of payment is not admissible, unless the customer raised counterclaims resulting from the respective order, which were expressly acknowledged by us or the validity of which has been established. Payments have to be made in Euros, unless otherwise agreed upon.

4. Delivery

The time of delivery is simply reasonably extended on occurrence of unforeseen impediments - at our company or at a sub-supplier - e.g. caused by breakdown, delayed supply of raw and other materials as far as these are required for production of the goods to be supplied. Unforeseen impediments are also strike, lockout, accident damage, etc. Unforeseen events for which we are not liable and which render timely execution of accepted orders impossible entitle us to either cancel the order or postpone delivery by the period of impediment - under exclusion of customers’ damages claims. This exclusion of liability is not applicable for fatal and physical injuries and health defects. Partial shipments are admissible. In case of delayed delivery, the customer can determine a reasonable period for performance. After expiry of this period, the purchaser may cancel the order fully or partially and claim indemnification instead of performance. The limitations of liability mentioned in “IV. Times of Delivery, Delayed Delivery” of the “General Terms of Delivery for Products and Services of the Electrical Industry“ remain unchanged. On our request, the customer is obliged to declare whether he cancels the contract or insists on delivery due to delayed performance. This is inquiry has to be made during the period according to no. 5, paragraph 6, clause 1 and observing a reasonable period before its expiry. The supplier’s right to perform is maintained until he receives a response.

5. Transfer of Risk, Receipt

Shipment of the goods to be delivered is done for the customer’s or consignee’s account and risk. The risk is transferred to the customer on despatch of the goods at the latest, even if we exceptionally bear the shipping costs.

6. Retention of Title

The goods supplied remain our property until full payment of all accounts receivable resulting from the business relation with the customer, including all accessory claims and until honouring of bills of exchange and cashing of cheques. The customer making default in his payment obligations, we are authorized to demand restitution of the goods supplied. Claiming the retention of title cannot be considered as cancellation of contract. The customer has the right to process the goods delivered with retention of title within the scope of his regular business operation. However, the retained title for the goods delivered by us will not expire by processing, connection/combination and mixing with other parts. The contracting parties rather agree that we become proprietor or co-proprietor respectively of the new goods created by transformation in relation of the value of the goods provided with title retention to the new unit and that the customer guards the new unit regarding our co-proprietorship for us free of charge. As long as the retention of title exists, the purchaser must neither give in security nor pledge the goods provided with title retention or the goods created from these. Should the aforementioned articles be levied or confiscated at the customer, he has to immediately notify us in writing. The customer has the right to sell the delivered goods provided with retention of title or the goods manufactured from them within the scope of his regular business operation. The customer transfers us now the accounts receivable from his customers obtained by this sale until full payment of our outstanding debts against the customer, actually amounting to the invoice value of our goods provided with title retention contained in the sold articles. We herewith accept the assignment. If the security from simple, increased and extended retention of title exceeds our claims to be secured by 20 %, in individual cases, we will release fully paid deliveries from the security at our discretion.

7. Warranty for Defects and Delivery

We deliver the goods to the customer free from defects. An insignificant defect of quality is inconsequential. Performance specifications and other described characteristics of the goods do not represent a warranty of quality or durability in compliance with § 443 of the German Civil Code. The customer will not be granted warranty in a legal sense. Manufacturer’s warranties will not be affected. A pre-requisite for warranty claims is the reproducibility or determinability of defects. The warranty period amounts to 12 months from delivery or acceptance. The warranty period regarding defects of subsequent performance also ends with expiry of the warranty period in the preceding phrase. We may remedy the defect at our choice, either by immediate removal or by a new delivery. Should we not successfully eliminate the defect within a reasonable period, the customer has the right to set an extension of time. After expiry of the extension of time, the customer has the right to demand a price reduction or cancellation of contract and - if legal pre-requisites are met - also claim damages. The limitations of liability mentioned in “VIII. Defects” of the “General Terms of Delivery for Products and Services of the Electrical Industry“ remain unchanged. We have to be immediately notified in writing of the detection of defects for which we are liable. If the customer makes use of his warranty right, he has to remit us each rejected device exactly indicating the detected fault. Replaced parts are transferred into our property.

8. Place of Delivery and Jurisdiction

Place of delivery and jurisdiction is Hannover. For any dispute arising from the contract, the jurisdiction is Hannover. German law is applicable.

9. Amendments

Any amendment of our Terms of Delivery and Payment requires our written confirmation to become effective. Exclusively the present terms are decisive for deliveries made by us. Should the present Terms of Delivery and Payment be partially altered by written agreements, our other terms will remain unchanged.

Version of February 2003

1. General

Purchase orders are only binding for us, if done in writing and on a form expressly headed with “Purchase Order” and duly signed. To become effective, verbal agreements require our written on confirmation. Exclusively our Terms of Purchase mentioned hereunder are applicable, even if the supplier expressly excludes the applicability of our Terms of Purchase in his offer or order confirmation and we do not raise an objection. The terms of delivery attached to the supplier’s offer or order confirmation are not considered to have any validity for us.

2. Order Confirmation

The order confirmation has to be forwarded immediately on receipt of order. It must include price and rebate information, the earliest possible, binding delivery date as well as all numbers and references indicated in our purchase order. Acceptance of the order is done in compliance with the placed order, irrespective of whether the supplier repeats or not the wording in his order confirmation. Deviations of the prices, rebates and delivery periods specified by us in writing require our written consent. Otherwise, they are not binding for us.

3. Time of Delivery

It is imperative that the time of delivery be abided by. In particular, also the reservation of timely own supply is excluded. In the event of delayed delivery, the supplier will be granted an appropriate extension of time. Should he even not carry out delivery within the set extension of time, we are entitled to cancel the contract. Furthermore, we have the right to claim damages in compliance with the German Civil Code (BGB), in particular paragraphs 280 and following of the Civil Code. Our claim regarding payment of a penalty eventually agreed upon will not be affected. If we raise a claim, the penalty eventually agreed upon is to be set off in accordance with paragraphs 341, clause 2, 340, clause 1 of the Civil Code. Should the supplier be unable to keep to the time of delivery due to Force Majeure, he has to advise us immediately upon obtaining knowledge of the obstacle. In this event, we have the right either to postpone the date of receipt or, if our interest in taking delivery is considerably reduced, to cancel the contract fully or partially and to claim damages in accordance with the Civil Code regulations. The supplier cannot derive any claims therefrom. In particular, the supplier is not entitled to cancel the contract or increase prices at his own discretion in case of Force Majeure or similar events.

4. Shipping, Transfer of Risk

Delivery is always made free place of use. On receipt of delivery. The supplier is liable for all damages, charges, demurrage, etc. caused by non-observation of the afore-mentioned stipulations. Partial deliveries are only admissible, if expressly requested by us in writing. Otherwise, we have the right to refuse acceptance. In no circumstance will partial deliveries be considered as independent contracts and have to be identified as partial delivery.

5. Invoicing

Invoices have to be sent in duplicate, immediately on delivery and separately for each purchase order. The invoice must always include the date, reference, numbers of the purchase order as well as all references and numbers of the packing used. Payment is carried out at our choice within two weeks with 3 % discount or after 90 days, net, either by transfer, cheque or by 3 months’ bill of acceptance. The delays indicated above start to run on the day we receive the invoice. Freight charges, customs duties, packing charges, taxes and miscellaneous charges have to be shown separately on the invoice.

6. Warranty

The supplier provides the goods ordered free from any fault. The supplier guarantees the use of material that best suits the purpose, correct and appropriate execution, suitable, perfect mounting for power requirements, performance and efficiency: Furthermore, he grants express warranty of quality for the goods supplied. The supplier can remedy faults by immediate elimination or new delivery as per our choice. Should the supplier not successfully complete remedy of the fault within an appropriate period, we can determine an extension of time. After expiry of the extension of time, we can demand either a price reduction or cancellation of contract and claim damages in both cases. The warranty period amounts to 24 months from delivery or acceptance. The warranty period for constructions is in correspondence with paragraph 634a, no. 2 of the Civil Code.

7. General Liability Clause

The supplier is liable for malicious intent and negligence in accordance with the respective legal regulations. The supplier discharges us from consequential third parties’ claims, which these raise against us due to faulty performance rendered by the supplier. The supplier also discharges us from product liability claims for which he is liable in the scope of the manufacturers liability.

8. Third-Party Property Rights, Public Rules

The supplier assumes full guarantee for the goods delivered by him to be free from any thirdparty rights and that third-party property rights, in particular patents or copyrights in designs, will not be violated. He further guarantees that the goods supplied fulfill all legal regulations and governmental requirements. In case of violation of private law or public regulations, the supplier discharges us from any third-party damage claims and reimburses us for any resulting damage, actually during the entire validity of the property right. Furthermore, we are entitled to obtain approval from the holder of the respective property right for delivery, putting into operation and use of the goods supplied at the supplier’s expense. Regarding of the deliveries, the supplier has to guarantee to achieve the requirements by the law of the Federal Republic of Germany concerning environmental protection and safety of work.

9. Drawings

Our data regarding manufacture of goods ordered by us as well as drawings produced in accordance with information rendered by us and our own drawings must neither be used for any other purpose nor made accessible to third parties. They have to be immediately returned to us after completion of the order and without particular request. The supplier has to render us any benefit he has gained from violation of this obligation as well as to reimburse us for any resulting damage.

10. Exclusion of Assignment

Supplier’s claims against us may only be assigned with our express written consent.

11. Place of Delivery/Jurisdiction

For any dispute between the parties arising from the contract, our headquarters’ domicile is relevant if the supplier is a general merchant, legal entity of public law or a public special property.

12. Governing Law

The law of the Federal Republic of Germany is applicable, under exclusion of the United Nations Convention concerning Contracts on the International Sale of Goods (CISG).

13. Data Protection

Our company stores data within the scope of our mutual business relations in accordance with the Federal Data Protection Act (BDSG). The supplier ensures that any person entrusted by him with the processing or completion of contract will follow the legal stipulations on data protection. The supplier’s obligation of informing his employees as mentioned above on data confidentiality as required by the Data Protection Act has to be met before initial taking up of the activity at the latest and has to be proved as requested by us. We have the right to cancel the contract fully or partially, if the supplier can be blamed for not having met his liability as per the stipulation indicated in no. 13 within a set reasonable period or violates data protection regulations with intent or gross negligence. The supplier is obliged to confidentially treat all restricted information, trade and industrial secrets obtained during the course of the contract, in particular to not make them available to third parties or use them but for contractual purposes.

14. Conclusion

In the event of single parts of the contract being legally invalid, all other conditions and the contract will remain effective. Instead of an invalid stipulation, such valid condition will be considered as agreed upon, the economic contents of which comes closest to the invalid stipulation. Should a stipulation of the present Terms of Purchase or of the contract be invalid due to binding foreign law, if requested, the supplier will agree upon with us such contract amendment and give third parties or authorities such declarations by which the validity of the respective regulations, or this not being possible, the economic contents will remain guaranteed even under foreign law.

Shipping Instruction:
The goods must be accompanied by a delivery note. On the day of despatch, a shipping advice has to be sent to our Purchase Department. Your invoice cannot substitute it. This saves us unnecessary inquiries and reminders and saves you their having to answer them.

Shipping Address:
Eckenerstraße 4-6, D-30179 Hannover: Cargo, express freight, parcels consignments
Hannover Main Station: Collection, express freight
Hannover Main Goods Station: Railway car loads, cargo