1. The following Terms & Conditions apply for all our deliveries (we refer to ourselves as "supplier"), performances and other contracts, including future ones. The buyer's purchasing and other delivery and payment conditions will not be accepted under any circumstances. They do not and will not apply. This ruling also applies in the event of the buyer determining a special form for the objection. Additional agreements, deviations from an order confirmation and other changes/amendments will only apply if they have been confirmed in writing by the supplier.

The supplier's written order confirmation applies for the scope of delivery or performance.

2. Any documents that are part of the offer such as sketches, drawings and information on weight and dimensions are not wholly binding unless they have specifically been identified as such. Our offers are non-binding. Even after conclusion of the contract, we reserve the right to amend the agreed prices up until the time of delivery in the event of alterations to the cost factors wages and materials.

3. Unless otherwise agreed, our prices are ex works excluding packing and are in &euros;. The valid rate of VAT is to be added to the prices. After the legally agreed period, the sales prices and any price increases or discounts valid on the day of delivery for the services stated in the offers or order confirmations will apply. Call-off orders will be agreed for a maximum of one year. Should any goods agreed in a call-off order fail to be accepted during this period, then the supplier will be entitled to declare the order invalid. The prices of any goods already accepted will be recalculated on the basis of the normal list prices or discount rate. The buyer will reimburse the supplier any damages suffered by the supplier as the result of order cancellations. The supplier may correct any obvious errors and mistakes in offers, order confirmations or invoices. There will be no right to claims resulting from incorrect information that is in obvious contradiction of the other sales documents.

4. Packaging costs will be invoiced at a minimum. If using non-returnable packaging, there will be no return or corresponding credit note; packaging crates will be credited at two-thirds of the calculated prices if they are returned within 30 days of receipt in good condition and with all the packaging materials, free works.

5. Tools

Tool costs will always be invoiced separately from the value of goods. Contributing towards tooling costs does not give the buyer a claim to the tools; they remain our property and in our possession.

We will store tools for the buyer for 3 years after the final delivery. Should the buyer inform us before the end of this period that further orders will be given within the next twelve months, we will store the tools for this period. Otherwise we are free to dispose of the tools as we wish.

6. The delivery period or date is counted from the dispatch of the order confirmation, and not before the buyer has provided any necessary documents, information, approvals and releases and before payment of the agreed deposit.

After dispatch of the order confirmation, the delivery period or date will be extended by the period of time required by the buyer for the provision of any necessary documents, information, approvals and releases and receipt of the agreed deposit. The same will apply if the buyer or supplier subsequently agrees to change the scope of the delivery and this requires a further expenditure of time.

The delivery period will be regarded as having been kept if the delivery item either leaves the works or is ready for dispatch before its expiry.

The delivery period will be extended appropriately in the event of industrial action, in particular strike or lockout, or in the event of other unforeseen obstacles that can be proven to have a significant effect on the manufacture or delivery of the delivery item. This will also apply if these conditions are experienced by subcontractors.

Nor will these circumstances be the responsibility of the supplier if they occur during an existing delay. In important cases, the supplier will inform the buyer of the start and end dates of any such obstacles as quickly as possible.

Should the buyer be entitled to compensation as the result of a delay caused by the supplier or of the delivery being impossible at his responsibility, then the supplier will only be liable for intent and gross negligence.

If shipment is delayed at the buyer's request, then starting one month after notification of readiness for shipment he will be charged the storage costs, and if stored on the supplier's premises of at least 1/2 of the amount of the invoice, for every month. This will not affect the buyer's obligation to prompt payment of the agreed purchase price. From the time the goods are ready for shipment, the buyer will bear the risk of any loss not caused by the supplier or for a deterioration in the condition of the ordered goods that is likewise not the fault of the supplier. However, after expiry of an appropriate period of time the supplier will be entitled to dispose of the delivery item elsewhere and give the buyer a correspondingly longer deadline. The delivery period will be observed provided the buyer's contractual obligations have been fulfilled.

Part deliveries are permitted.

7. Unless otherwise agreed, payment will be made within 8 days with 2% discount, or

30 days net after the invoice date, free to the supplier's payment office.Payments for orders for tools and appliances will be made as follows:

1/3 when the order is placed,

1/3 when prototypes are presented

1/3 when prototypes are approved.

Should the supplier suffer default costs as the result of the buyer delaying payment, then the supplier may charge default interest at a rate of 3% above the base rate of the Deutsche Bundesbank. The right is reserved to further claims for damages. (The buyer is free to furnish proof that differs from the default costs provided by the supplier.)

Before full payment of any outstanding invoices including default interest is made, the supplier is not obliged to make any further deliveries from any other orders. If the buyer defaults on a due payment or if unfavourable information is made known regarding the buyer's financial situation, then - regardless of the payment date - the supplier will be entitled to demand cash payment of any and all outstanding deliveries before delivery or security of the purchase price even if bills of exchange have been given.

8. Shipment will be at the cost and risk of the buyer. Items broken or otherwise damaged during transportation will not be replaced. Transport insurance (paid by the buyer) will only be taken out on request.

The risk transfers to the buyer as soon as he is notified that the goods are ready for shipment, and at the latest when loading commences on leaving the supplier's premises.

This will also apply if part deliveries are made or paid shipment has been agreed or if the supplier is providing other services such as collection.

Should shipment be delayed as the result of circumstances which are the buyer's responsibility, then the risk will transfer to the buyer on the day the goods become ready for shipment; the supplier will arrange insurance if requested by the buyer to do so, and at the buyer's expense.

9. The supplied goods will remain the property of the supplier until the purchase price has been paid in full, including claims resulting from future business transactions with the supplier. The receipt of a bill of exchange or cheque does not count as payment until it has been cashed.

If goods that are subject to reservation are processed or combined with any other objects that are not the property of the supplier, then the supplier will acquire sole or shared ownership of the products at the ratio of the purchase price of the goods to that of the total product. By this means the new product will be held in custody for the supplier. The buyer will only be permitted to resell reserved goods in the ordinary course of business. In the event of any other resale, the resulting claim will pass to the supplier at the outset. If the reserved goods are resold together with other goods, regardless of what condition they are in, then the agreed advance assignment of future claims to the amount of the reserved goods which, together with the other goods, is the object of the delivery transaction, will apply.

Reserved goods may not be resold to buyers who exclude the transfer of the buyer's claim against them. Should the total value of the security given to the supplier exceed his claim by more than 20%, then the supplier will, at the buyer's request, release the amount above the security.

The buyer is not permitted to pledge nor otherwise transfer the delivery item for security. He will immediately inform the supplier of any attachments or other disposal by third parties. Should the buyer act in breach of the contract, in particular in the event of payment default, the supplier will be entitled to reclaim the goods after prior notification; in this case the buyer must hand over the goods. Application of the reservation of title and attachment of the delivery items by the supplier does not constitute withdrawal from the contract unless the Statute covering Instalment Sales is applied.

10. The measurements and weights given in the supplier's drawings are non-binding. We reserve the right to change designs.Copyright and the rights contained in para 7 of the Patent Act and para 1 of the Utility Model Act regarding drawings and equipment, and the corresponding documents, offers and cost estimates remain with the supplier. They are entrusted to the recipient for personal use for the purposes of the respective offer by the supplier, and may not be duplicated, even in part, or passed on to third parties without the supplier's explicit permission.

If no order is issued, then drawings and the corresponding documents are to be returned to the supplier once the decision has been made.

11. Weights and dimensions

Although the shipping weights and dimensions contained in documents are as precise as possible, they cannot be guaranteed. Complaints based on differences between the actual weight or the dimensions of the shipped material and the information contained in the brochures will not be recognised.

12. Excess deliveries of up to 10% or short deliveries of up to 5% of the order quantity will be regarded as fulfilment in accordance with the contract.

Subsequent amendments of ordered goods will only be considered if we have not yet commenced production.

13. The supplier will be responsible for defects in the delivery, including the lack of guaranteed qualities, in exclusion of any and all further claims against him or his assistants, irrespective of the legal withdrawal by the buyer as follows:

Any parts that prove within six months of the transfer of risk to be unusable or significantly impaired in use due to a circumstance that existed before the transfer of risk, such as faulty manufacture or poor materials, are to be repaired or new items provided free of charge at the supplier's discretion.

The supplier is to be informed in writing of any such faults as soon as they are discovered; the items are not to be processed in any way. Replaced items become the property of the supplier and are to be sent to the supplier at his request. The supplier does not guarantee that the offered items are suitable for intended but not specifically agreed purposes. The buyer only has a claim to rescission or reduction if we are unable to rectify recognised faults or if rectification is unreasonably delayed.

The supplier's liability for major third-party products is limited to assigning the claims for liability to which he is entitled against the supplier of the third-party products.

Only if this is not or appears not to be sufficient will the supplier be liable in accordance with the agreed terms.

The buyer's right to assert claims on defects will expire in all instances six months from the time of the prompt complaint, and no sooner than on expiry of the warranty period. No warranty is given for damages due to the following:

Unsuitable or improper use, incorrect installation by the buyer or third party, natural wear, faulty or negligent use, unsuitable operating materials, chemical, electrochemical or electrical influences unless proven to be the fault of the supplier.

In order to carry out any of the repairs and replacements that are deemed by the supplier to be necessary, the buyer will negotiate with the supplier and agree an appropriate period of time and opportunity for this work; otherwise the supplier will be relieved from liability for defects. Only in urgent cases where there is risk to operational safety and to prevent disproportionately extensive damage, in which case the supplier is to be informed without delay, or if the supplier defaults on the rectification of the fault and allows the period of grace granted by the buyer to expire, will the buyer have the right to rectify the fault himself or to have it done by third parties and request reimbursement of the costs incurred from the supplier. This does not include, provided this is permitted by law, any further claims on the part of the buyer for rescission, reduction, termination and making up for the loss of any kind, in particular in respect of damage not caused on the actual delivery item.

A specific quality of the goods is considered as guaranteed if this has been confirmed in writing. If a guaranteed quality is missing then damages can only be claimed if it can be proven that the guarantee given by the supplier would have explicitly protected the buyer against specific damage. The replacement and repair will be guaranteed for a period of three months, although it will expire at the same time as the original warranty period for the delivered item. The liability for defects on the delivered item will be extended by the period of the downtime caused by the rectification works.

Should the buyer or a third party carry out any inappropriate adjustments or repair work without the prior approval of the supplier, this will invalidate liability for any resulting consequences.

Any costs incurred by the supplier in compensating for any unjustified complaints by the buyer will be borne by the buyer. This will also apply if the buyer is not responsible for the incorrectly raised complaint.

14. In the event of unforeseen events as per item 5 of the Terms and Conditions that significantly alter the economic meaning or content of the performance, or affect the supplier's business activities, and should execution subsequently prove impossible, the contract will be amended accordingly. If this is not justifiable for financial reasons, the supplier will be entitled to withdraw from the contract, either partly or in full.Should the supplier wish to withdraw, then he must inform the buyer accordingly as soon as the extent of the event becomes known and even if an extension of the delivery period had initially been agreed with the buyer.

15. Goods returned for credit will only be accepted with the prior written approval of the supplier. Returned goods must be marked with the supplier's invoice number. Any equipment that is accepted for credit must have been produced to normal designs and suitable for reuse elsewhere. The calculation of the credit amount will be based on the prices that applied at the time the goods were returned or on the invoiced prices (whichever is lower), or on the condition of the equipment.The evaluation will be based on the condition and reusability of the equipment after deduction of the handling charges incurred for the order and for processing the return, and any other costs for repair. Obsolete equipment or special productions can only be credited if they can still be resold.

16. The place of fulfilment for delivery and payment and the exclusive venue for both parties is Bünde.

17. In the event of any disputes arising from the contract or enforcement procedures, if the buyer is a registered trader, a public law entity or a special fund under public law, the place of jurisdiction shall be at the supplier's registered office. The supplier is also entitled to take action at the place of the buyer's registered office.The laws of Germany shall apply. The Law on the International Sale of Goods is not recognised.

18. The contract will remain binding even if individual items are or become invalid.