Terms of Purchase
of Bausch + Ströbel Maschinenfabrik Ilshofen GmbH + Co. KG

1. General information

1.1 Our Terms of Purchase shall exclusively apply in the business transactions with entrepreneurs within the meaning of §§ 14, 310 Par. 1 BGB [German Civil Code], legal entities under public law or special assets under public law.

1.2 Our Terms of Purchase shall apply exclusively. We shall not acknowledge any contrary terms and conditions of the Supplier or terms and conditions which deviate from our Terms of Purchase unless we had explicitly approved their validity in writing. Our Terms of Purchase shall also apply if we accept the delivery without reservation in the knowledge of contrary terms and conditions of the Supplier or terms and conditions which deviate from our Terms of Purchase.

1.3 No oral collateral agreements have been reached. Our Terms of Purchase shall also apply to all future business with the supplier.

1.4 We can request changes and supplements to the delivered object by the supplier with regard to construction and design within the framework of that which is deemed reasonable. Implications for delivery dates and additional and reduced costs will be regulated by mutual agreement between the parties.

1.5 Our measurement and weight details and details relating to quantities and prices are only deemed binding if they have been stipulated in the contract. Documents, tools and samples, which we have sent to the supplier in connection with the conclusion of the contract, shall remain our property. They may not be made accessible to third parties without our prior written consent.

2. Offer

The supplier must adhere precisely to the enquiry in the offer with regard to quantities and condition and has to explicitly point these out in the event of any deviations. The offer has to be submitted free of charge.

3. Orders

3.1 The supplier undertakes to accept our order within a period of no longer than 14 days, otherwise we are no longer bound to the order.

3.2 Delivery schedules can also be carried out by means of remote data transmission.

4. Prices and terms of payment

4.1 The prices in our orders are fixed prices for the term of the order and for the term of the entire order processing. Unilateral changes to the orders by the supplier are excluded are the order has been placed. Payment by us is only made after the receipt of the ordered goods as per contract and with the sending of a proper and verifiable invoice of the supplier. Deliveries, which are made before the agreed delivery date, shall only be deemed as received at the time of the agreed delivery date.

4.2 In the absence of deviating written agreements the price includes deliveries "free house" without value added tax, including packaging. We are only obliged to return the packaging in case of a special agreement.

4.3 We can only process invoices if - in line with the stipulations in our order - the order number is stated which is shown therein. The supplier is responsible for the consequences arising in the event of the non-compliance with this obligation.

4.4 We shall pay, insofar as not otherwise agreed in writing, the purchase price within 14 days - beginning from the delivery and receipt of the invoice - with 3 % cash discount or within 30 days after receipt of the invoice net.

4.5 We are entitled to rights to offset and rights of retention to the statutory extent.

5. Delivery deadlines and delay in delivery

5.1 The delivery time stated in the order is binding. If, as an exception, "free house" is not agreed, the supplier has to make the goods available for us in time by showing consideration for the customary times for loading and shipment. The supplier undertakes to inform us immediately in writing if circumstances occur or become known to it from which it can be derived that it will not be possible to observe the agreed delivery time.

5.2 If type samples or deliveries are not received by the receiving centre named by us at the agreed date we shall be entitled, at our choice, to cancel the contract in full or in part after a reminder and to request damages. If a fixed date has been agreed we can exercise these rights immediately without setting a final deadline.

5.3 In case goods are delivered to us before the agreed delivery date, we are entitled to refuse to accept these and to return them or have these stored at a third party at the costs and risk of the supplier.

5.4 The supplier has to collected goods, which do not correspond with our order, from our company at its costs. We are also entitled to have these goods sent to it carriage forward.

5.5 We are entitled to change the agreed delivery dates in a scope which is deemed reasonable for the supplier if this is necessary in order to guarantee a smooth flow in our plant.

5.6 We are entitled to refuse excess or shortfall in deliveries.

5.7 Partial services are only permitted based on a separate agreement.

6. Shipment regulations

6.1 Delivery and shipment are carried out free of all expenses at the costs and risk of the supplier. Insofar as delivery free house is not agreed all deliveries are to be sent at the respective lowest costs insofar as we do not explicitly stipulate a certain type of transport in writing.

6.2 Additional costs which are incurred by an accelerated transport in order to observe delivery dates shall be borne by the supplier.

6.3 Transports by road will only be accepted in our plant Mondays to Fridays from 7.00am to 4.00pm.

6.4 The goods are as a rule to be delivered in customary disposable standard packaging for the trade. In case of reusable packaging we will only return these at the costs and risk of the supplier if the supplier refers to the provision on loan on the shipping documents.

6.5 The supplier undertakes to exactly state our order number on its shipping and delivery note. If it fails to do this we shall not assume responsibility for delays in the processing.

7. Inspection for defects and warranty

7.1 The goods will be inspected according to our quality guidelines. We undertake to inspect the goods for possible deviations in quality and quantity within a reasonable period of time. The complaint is in time insofar as it is received by the supplier with obvious defects within a period of 8 workdays. We satisfy our obligation for inspection if we inspect random samples. In case of sample purchases there is no obligation to report a defect if the delivery deviates from the samples. Incidentally § 377 Par. 5 HGB [German Commercial Code] applies.

7.2 We are entitled to the statutory warranty claims in full. We are entitled to request remedy of defects or substitute delivery from the supplier at our choice irrespective of whether a purchase contract or contract for work and services was concluded. We are further entitled both with the purchase contract as well as with the contract for work and services to remedy defects ourselves at the costs of the supplier.

7.3 With substantial defects we are entitled to cancel the contract or request damages owing to non-performance if the supplier has not satisfied its obligation to remedy the defects despite the setting of a deadline.

7.4 If it is determined that a defect, which is covered by the object of the guarantee of the supplier, occurred within the guarantee period according to § 443 Par. 2 BGB the assumption applies that it concerns a case of guarantee. In this case we can also assert a claim against the supplier if we were not aware of the defect as a result of gross negligence.

7.5 Faulty goods shall be returned to the supplier at its costs and risk. The goods shall only be returned at the supplier's request if this is required by newly occurring problems at the supplier or, occasionally in order to comply with the justified interests of the supplier with regard to product quality and reliability. Goods delivered overseas will principally not be returned if a separate inspection of these goods is not required due to extraordinary problems of a special significance.

7.6 The warranty period with purchase contracts and contracts for work and services is 2 years and with work on buildings or for buildings 5 years. The warranty period with the purchase contract shall begin when the risk passes and with the contract for work and services with the acceptance.

8. Product liability, indemnification, liability insurance cover and recourse

8.1 Insofar as the supplier is responsible for damages to a product it undertakes to indemnify us from claims for damages of third parties at first request to the extent that the cause was solely to be found in its area of control and organisation and it is held liable itself in the relationship to third parties. The principles of § 254 BGB shall apply accordingly to the compensation of damages between us and the supplier. An obligation for compensation on our part is excluded insofar as we have effectively limited the liability towards our buyer.

8.2 In this context the supplier is also obliged to reimburse us possible expenses according to §§ 683, 670 BGB which arise from or in connection with a recall action carried out by us. We shall inform the supplier - insofar as possible and deemed reasonable - about the contents and scope of the recall measures which are to be carried out and give it the opportunity to make a statement.

8.3 The supplier undertakes to maintain product liability insurance with a sum in sured of at least € 5 m per physical injury/property damages. Further claims for damages on our part re main unaffected.

9. Construction protection, property rights and tools

9.1 We reserve our property rights and copyrights to drawings, calculations and other documents. They may not be made accessible to third parties without our explicit written consent. They are exclusively to be used for the production based on our order. After the processing of the order they are to be returned to us without request. They are to be kept secret towards third parties.

9.2 The supplier shall be liable for claims which arise with a use of the goods as per contract from the infringement of property rights and applications for property rights of which at least one from the property right family has been published either in the domestic country of the supplier, by the European Patent Office or in one of the countries of the European Community, Japan or USA.

9.3 If a claim is asserted against us by a third party owing to the infringement of property rights the supplier shall indemnify us at first request. The indemnification obligation of the supplier refers to all expenses necessarily incurred by us from or in connection with the claim asserted by a third party.

9.4 The contractual partners undertake to report immediately of infringement risks and alleged infringement cases which become known and give each other the opportunity to jointly counteract such claims.

9.5 Tools which the supplier produces in order to satisfy our order and charges us separately, if applicable also only pro rata, shall pass to our property at the time of the production. They will initially be kept in safekeeping for us, may only be used for carrying out our order and are to be handed over to us upon request after the processing of the order. Costs for the maintenance of the tools shall principally be borne by the supplier. A possible destruction and/or disposal of the tools require our written consent.

10. Non-disclosure obligation, reservation of title and provisions

10.1 The supplier reserves the right to the property to the goods delivered by it until the payment by us. An extended and prolonged reservation of title is deemed as not agreed.

10.2 If the object provided by us is mixed with other objects - which do not belong to us - we shall acquire the co-ownership to the new object in the ratio of the value of the reserved object to the other mixed objects at the time of the mixing. If the mixing is carried out to the extent that the object of the supplier is to be seen as the main object then it is deemed as agreed that the supplier assigns us pro rata co-ownership. The supplier shall keep the sole ownership or the co-ownership in safekeeping on our behalf.

10.3 The supplier undertakes to treat all non-public commercial and technical details, of which it becomes aware through the business relationship, as business secrets.

10.4 Drawings, models, templates, samples, calculations, information, etc. may not be handed over or otherwise made accessible to unauthorised third parties. The reproduction of such documents is only permitted within the framework of the operational requirements and the provisions under copyright law. The non-disclosure obligation shall also apply after the processing of this contract.

10.5 It is only permitted with our explicit consent to refer to the business relationship existing with us in advertising of any form.

11. Final provisions

11.1 The supplier may only assign its rights from this contract or have these collected by third parties with our written consent.

11.2 Insofar as not otherwise derived from the order the place of performance for deliveries and services is the place of delivery or execution stipulated by us. The place of performance for payments is Ilshofen.

11.3 German law shall apply to our legal relationship to the supplier, however under the exclusion of the UN Convention on the International Sale of Goods (United Nations "CISG").

11.4 The local and international exclusive jurisdiction of Schwäbisch Hall County Court or Heilbronn Regional Court - Chamber for Commercial Matters - is agreed for all contractual and non-contractual disputes depending on the amount in dispute for the jurisdiction, insofar as the supplier is a merchant or does not have its registered seat within the Federal Republic of Germany. This jurisdiction in particular also excludes all other jurisdiction, which is envisaged by law owing to a personal or factual connection. The supplier is not entitled to file a counter-action, offsetting or retention against us before any other than the exclusive court of jurisdiction. We are however entitled in an individual case to also file action at the registered seat of the supplier or before other courts of jurisdiction owing to domestic or foreign law.

11.5 Should one or several terms and conditions be invalid in full or in part this shall have no effect on the validity of the other terms and conditions. Insofar as a reasonable part is included in the invalid clauses this shall continue to apply. The parties hereby now already however undertake to agree upon a substitute regulation which shall as far as possible correspond with the commercial purpose of the lapsed clause.