GENERAL TERMS OF BUSINESS
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1 . General provisions The following terms of business shall apply to all offers, sales, deliveries and services, whether for inland or for export purposes. The customers order or acceptance of a delivery shall be deemed acknowledgement and acceptance of these terms of business. Any standard terms and conditions of the customer shall not apply to the contract, even if we have not expressly rejected them within the scope of contract negotiations. Therefore, the procurement of services does not represent an implied recognition of conflicting or deviating terms and conditions. 2. Offers and conclusion of a contract All offers are nonbinding and subject to confirmation. An order shall be deemed to have been accepted upon written confirmation by AHORN. Delivery and invoice shall be deemed to constitute the order confirmation. 3. Extent of performance obligations Our written order confirmation is the authoritative document defining the scope of contractual obligations. AHORN reserves the right at our sole discretion to deliver only on receipt of the due amount, whether by prepayment or cash on delivery. The seller is entitled to make part deliveries if this may be considered reasonable for the customer. Part invoices shall be presented for part deliveries and payment terms shall run separately for each part invoice. Common commercial over- or under deliveries of up to 10 % of the total order quantity are deemed to be in agreement with the terms of the contract and do not entitle the buyer to rebuke the supplier over the goods delivered as set out in § 377 HGB (the German Commercial Code). 4. Delivery, shipping, transfer of risk Delivery deadlines and dates must always be regarded as estimates, unless they were stipulated firmly. The goods are delivered when the seller passes the goods to the forwarding agent or carrier. Early deliveries are reasonable and acceptable. The mode of shipment and packaging are subject to the discretion of AHORN. The risk in the goods shall pass to the buyer on delivery to a carrier Freight agent or collector at the Sellers works, including our own means of transport. This also applies to part deliveries. If AHORN is unable to deliver or hand over the goods on time due to circumstances that are the responsibility of the buyer the risk in the goods shall pass to the buyer on the day the goods are ready for dispatch. The company reserves the right to defer the date of delivery or to cancel the contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the company including, without limitation, acts of war, civil unrest, any legal form of industrial action, regulations beyond our control, lack of energy or raw material shortages, traffic disruptions and unavoidable operational disturbances as well as all cases of force majeure- even if they should affect presuppliers; this also applies where these conditions should render the realisation of the venture uneconomical in the long term. We agree that we will only apply these conditions to our performance if we notified the buyer immediately when such obstacles are encountered. Unless otherwise agreed, all deliveries are ex works. Failing an agreement to the contrary, the place of fulfillment for all contractual obligations is Hungen. 5. Trial shipment Any trial shipments delivered by us shall be treated with utmost care. Unless otherwise agreed, we grant our customer the right to return the trial shipment within 14 days from the date of delivery. Should a return shipment not have been initiated within this period, the trial shipment shall be deemed to having been accepted. The cost of depreciation or repair for any damaged goods returned from the trial shipment will be invoiced to the buyer. 6. Terms of payment Invoices for delivered goods shall be payable within 8 days with a 2% cash discount or within 30 days of the invoice date without deduction. Unless otherwise expressly agreed in writing, invoices for wage labour are strictly net and payable immediately. The payment shall be considered to having been made on the date when the payment is received by AHORN. Any cheques, bills of exchange or transfers will only be accepted in lieu of payment after their redemption, or when the amount has been booked to the bank account of AHORN. If the Buyer is in default with respect to the above terms of payment, he shall be liable, without reminder, to pay default interest to AHORN amounting to 5% over and above the respective basic rate of interest of the German Central Bank or its successor. We reserve the right to claim additional damages resulting from late payment. Any counterclaims for compensation by the buyer shall only be accepted if the respective counterclaims have been ascertained and are legally indisputable. The right of retention shall be precluded. We reserve the right to demand payment in advance or other securities if we should notice a deterioration in the pecuniary circumstances of the buyer or if the buyer should engage in any with other actions that are in breach of contact. 7. Prices All prices are quoted ex works in accordance with the ruling prices on the day of delivery and exclude value-expensive. Prices quoted exclude value added tax, sales taxes or any similar taxes and are quoted ex works in accordance with the ruling price on the day of delivery. All prices are payable in Euro. Any prices quoted in US$ or GBP are based on the exchange rate that applies on the day of delivery. 8. Retention of title All goods shall be delivered subject to retention of title. They shall remain our property until full payment of all our accounts receivable including those that will arise under our business relation with the customer in future. The customer agrees to property store and to protect the goods against theft, fire, or other damages. It is illegal to pawn or to use goods that are subject to retention of title as security or to transfer ownership of such goods. The buyer is obliged to inform us immediately in case of impoundment, seizure or a decree by a court of law. The buyer is permitted to resell goods that are subject to retention of title in the normal course of business and to deliver the goods to his buyer. The buyer herewith cedes any receivables due to him to us. However, the buyer shall be entitled to collect the ceded receivables as long as he meets his liabilities to us. All amounts collected by the buyer must immediately be paid to us to cover outstanding accounts. In case the buyer should be in breach of contract, which also includes any default in payments, we shall be entitled to take back any goods that are subject to retention of title at the expenses of the buyer after a reminder; the buyer is legally obliged to surrender the respective goods. Neither our claim of retention of title nor the impoundment of the goods delivered by us shall be deemed to constitute a resignation from the contract. 9. Limitations of liability and the buyer's right to withdraw from the contract Claims for the compensation of damages are limited to the damages that were foreseeable at the time when the contract was concluded. In cases where a valid reason for an objection exists, we will merely
take back the goods, as long as they are still in the condition when they
were delivered to replace them with working goods free of charge. The
buyer must return the defective goods to us upon demand. We reserve the right to refund the purchase price for the defective part of the delivery to the buyer instead of a replacement delivery or reworked goods. The buyer is entitled to resign from the contract if we are ultimately unable to provide the entire performance or Service. Where a case of corporate default in terms of paragraph 4 exists and if the buyer has granted an adequate extension to the seller under the condition, that the buyer will decline the performance or service when this period expires, then the buyer is entitled to resign from the contract when this extension is violated. If the impossibility or inability occurs during the acceptance, delay caused by the buyer or due to his fault he will be held liable for compensation. 10. General provisions Invalidity or unenforceability of one or more provisions of this agreement shall not affect any other provision of this agreement. Place of fulfillment and jurisdiction for all the rights and liabilities
arising from this If the buyer's common place of residence or business is in a foreign
country, German law applies to all legal dealings between AHORN and the buyer. The law of the United Nations Convention on Contracts for the International Sale of Goods (abbrev. CISG) is, however, excluded.
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