TERMS OF SALE AND DELIVERY
GRUSCHWITZ GMBH TECH-TWISTS, LEUTKIRCH

I._Scope

The following terms apply exclusively to all, including future, offers submitted by us as well as to all current and future contracts concluded with us. Customer terms which deviate from these Terms shall only apply if confirmed by us in writing.

II._Conclusion of contract

1.
All our offers, including but not limited to those in catalogues, sales materials and on the internet, shall be without obligation. Legally such offers shall be deemed as invitations to treat.

2.
Orders shall be deemed to be accepted if confirmed by us in writing or if such orders are performed on schedule or immediately following receipt of the order.

3.
In cases of doubt, the terms of the contract shall accord with our acknowledgement of order or, should no such acknowledgement be issued, with our delivery note or, in the absence of such delivery note, our offer or price list. An administrative markup for small-volume purchases of 25 euros shall be charged on orders worth less than 250 euros.

4.
Should the customer alter the quality description of the product and should such alteration be confirmed by us in writing, the alterations thus confirmed by us shall be authoritative for all subsequent orders even if the customer does not make reference to the applicability of such alterations to subsequent orders.

5.
Quality descriptions and agreements shall not imply the provision of a warranty.

III._Price

1.
All prices are quoted in euros as net prices to which currently valid statutory value-added tax shall be added, ex works Leutkirch, and are exclusive of customs, border, insurance, transport, unloading and packaging costs which shall be borne by the customer.

2.
Should the parties have agreed that packaging will be taken back, such packaging shall be returned carriage paid and free of expenses, immediately and in faultless condition.

3.
We reserve the right to increase the agreed prices in the event of an increase in commodity, energy or raw material prices, or increases in wages and salaries or transport costs in the period intervening between conclusion of the contract and delivery.

IV._Delivery and passage of risk

1.
Delivery periods shall only commence upon final clarification of all implementation provisions. Compliance with delivery periods which may have been agreed shall be contingent on fulfilment of the customer's contractual duties. In the event of delays in delivery and performance as a result of force majeure and owing to events for which we are not responsible and which render delivery significantly more difficult, including but not limited to strikes, lockouts, directives issued by public authorities, transport disruptions, etc., including if such events affect our suppliers and subcontractors, the agreed period shall be extended for a reasonable period of time. We and the customer shall, however, be entitled to withdraw from the contract 5 months subsequent to expiry of the original delivery time. Neither we nor the customer shall be entitled to assert further claims or rights following such termination.

2.
We endeavour to comply with agreed delivery periods. Should we culpably fail to comply with delivery periods, the customer shall be required to provide us with a specified reasonable period of grace. Following abortive expiry of said period of grace, the customer shall be entitled to withdraw from the contract. Damages for delay and damages for non-performance shall be subject to Clause VIII.

3.
Partial deliveries may be made on a reasonable scale.

4.
Delivery shall be made ex works. Transport shall be at the risk of the customer. Unless otherwise agreed, the shipping route and means of transport used shall be specified at our discretion.

In all other respects the risk shall pass upon transfer of the goods to an appropriate carrier. This shall also apply if we transport the delivery with our own personnel. At the customer's request we shall provide transport insurance cover for the delivery at the customer's cost.

5.
If dispatch is delayed owing to circumstances for which the customer is responsible, the risk shall pass to the customer on the day on which readiness for dispatch has been notified; however, we shall be required to obtain requisite insurance cover at the request and cost of the customer.

6.
Make-and-take orders shall be accepted within a period of one year of conclusion of the contract at the latest. Should the customer fail to call off goods subject to make-and-take order on the agreed intermediate or final deadlines, the purchase price shall increase in line with any increases in commodity, energy or raw material prices, or increases in wages and salaries or transport costs, which may take place in the period between the release date and the actual call off.

V._Payment

1.
Our invoices shall be due for settlement immediately. All payments shall be made exclusively to us or to one of the accounts specified in the acknowledgement of order or invoice.

2.
Cash discounts which may be agreed shall not be granted should the customer be in arrears in payment of earlier deliveries.

3.
The customer shall be deemed to be in arrears at the latest should it fail to settle within 3 weeks of receipt of the delivery. The statutory provisions relating to default in payment shall additionally apply.

4.
We only accept bills of exchange if explicitly agreed and only on account of payment.
Bills of exchange and cheques shall only be credited on the value date of receipt of their redemption value minus expenses.

5.
The customer shall only be entitled to offset against claims which are not contested by us or claims against which no legal recourse is possible. The assertion of a right to retain on the basis of disputed counterclaims or counterclaims which have not been recognised by non-appealable declaratory judgment is excluded unless such claims are based on the same contractual relationship.
Offsetting or assertion of the right to retain shall also be permitted during the course of court proceedings with regard to claims which are ready for decision.

VI._Retention of title

1.
The delivered goods shall remain our property pending settlement of the purchase price and all future claims arising from the business relationship with the customer. Retention of title shall continue to apply if individual receivables are added to an open account and the balance drawn and accepted.
Should the customer be in arrears with its payment, we shall be entitled - after issuing a reminder - without withdrawing from the contract in advance to demand surrender of the reserved goods.

2.
The customer shall be entitled to resell the reserved goods in the ordinary course of business. The customer shall, however, herewith assign to us all receivables - equivalent in value to our invoice amount - due from the customer's own purchasers or third parties which accrue from the resale of the reserved goods by the customer regardless of whether or not further work has been done on the supplied goods prior to or after they are resold.
Should the customer add a receivable, which has been acquired from the resale of the goods and which has been assigned to us, to an open account for its own customer, said current account receivables shall also be assigned to us. Following balancing of the account, the assigned receivable shall be replaced by the recognised balance which shall be assigned up to the value of the amount equivalent to our original claim.
Subject to revocation the customer shall be authorised to collect assigned receivables. We shall refrain from exercising our right to collect such receivables provided that the customer complies with its payment obligations to us.
On request the customer shall provide us with the names of debtors of the assigned receivables and shall inform said debtors that such notice has been made; we retain the right to notify such assignment to the debtor ourselves.

3.
Should the goods be processed or transformed, this shall be performed on our behalf. We shall therefore be deemed to be the manufacturers as defined by Section 950 BGB (German Civil Code). In the event that the goods are processed with other objects which we do not own, we shall acquire co-title to the new object based on the ratio of the value of the reserved goods to the value of the other goods at the time of their processing.

4.
Should the reserved goods be joined, blended or mixed with objects which we do not own pursuant to Sections 947, 948 BGB, we shall acquire co-title as governed by statutory provisions.
Should the customer acquire sole title to the goods by virtue of joining, blending or mixing, the customer shall herewith grant us co-title to the new object based on the ratio of the value of the reserved goods to the value of the goods created as a result of such joining, blending or mixing.

5.
In all cases the customer shall store our exclusive property or jointly-held property, which shall also be deemed to be reserved goods as defined in the following provisions, on our behalf at no charge.

6.
In the case of the cheque or bill of exchange transactions, our retention of title in all degrees shall only be dropped when the customer has fulfilled all its obligations to us.
The customer shall not be entitled to pledge the reserved goods or assign the same by way of security.

7.
The customer shall inform us in writing immediately in the event of any seizure or other act of intervention by third parties to enable us to bring an action under Section 771 ZPO (German Code of Civil Procedure). Should the third party not be able to reimburse to us the court or out-of-court costs of an action brought under Section 771 ZPO, the customer shall be liable for any losses we may incur.

8.
Pending acquisition of unrestricted title to the delivery item, the customer shall provide (comprehensive) insurance at its own cost to cover all risks and provide verification on request of such insurance cover. Should damages be incurred, the customer's insurance claims shall be deemed to be assigned to us to the value of its own receivables from its own customer.

9.
We undertake to release the collateral security due to us at the request of the customer to the extent that the realizable value of such collateral exceeds the value of the secured receivables by more than 20 The choice of collateral security to be released is ours. The value of the collateral in simple retention of title is assessed in accordance with Clause 1 on the basis of our relevant invoice amounts; should receivables have been assigned, the value of such collateral shall be assessed on the basis of the customer's invoice amounts for the resold goods.

Should goods which have undergone further processing still be in the possession of the customer, the value of the securities is determined according to our price for reuse. This will be communicated to the customer in writing. Upon receipt of this communication the customer may inform us, within a period of 14 days, of purchasers who are prepared to pay a higher price than our price for reuse. Provided the payment is assured, we are obliged to release collateral security valued at the higher price.

Should the customer hold co-title to the resold reserved goods, the assigned receivable shall be equivalent in value to the amount equal to the share, in value terms, of the jointly-held property held by the customer.

VII._Notification of defects, liability for defects

1.
The customer shall inspect the goods received immediately with regard to quantity, quality and defects. The goods shall be deemed as approved should discernible complaints not be made in writing immediately, within 1 week of receipt of the goods at the latest, or if a defect becomes apparent at a later time if such defect is not notified immediately upon its detection. Visible transport damages shall be notified immediately and a notice made on the receipt.

2.
Should the customer detect defects in the goods, the customer shall not dispose of the goods in any way - i.e. the goods shall not be split, resold or reprocessed.

3.
In the event of defects or lack of agreed quality characteristics in the goods delivered, we shall be entitled to opt to remedy said defects or provide replacement delivery of goods in perfect condition at our own discretion.
In the event that we opt to provide subsequent improvement, we shall be entitled at our own discretion to demand that the defective product is sent to us for reworking or exchange and subsequent re-delivery, or that the customer keeps the defective product ready for reworking or exchange by us or by persons commissioned for this purpose by us at the customer's location.
The customer shall be entitled to demand the latter remedy should it be unreasonable to expect the customer to return the defective product to us.

4.
Expenses necessarily incurred in relation to subsequent improvement work (including but not limited to costs of travel and transport, labour and material) shall be borne by us.

This shall not apply to increased expenses arising owing to the relocation of the purchased item to a place other than the place of delivery or the customer's commercial branch unless said relocation corresponds with such item's intended purpose.

5.
Should subsequent improvements or substitute delivery prove abortive, or should it be impossible, unreasonable for the customer, refused by us or should the same be delayed for longer than a reasonable period of time for reasons for which we are responsible, the customer shall be entitled at its own discretion to withdraw from the contract or to demand a reduction in the purchase price or reimbursement of expenses. We shall be liable for damages incurred by the customer in the framework of the general liability provisions under Clause VIII.

6.
The limitation period for warranty claims is 12 months. The statutory provisions shall continue to apply to the limitation period for recourse claims pursuant to Section 478 BGB.

VIII._General liability

1.
Claims for damages, regardless of their legal standing, asserted by the customer shall only be accepted

a) if damages arise as a result of the culpable breach of contract which jeopardizes the very purpose of the agreement, or
b) if we have warranted the characteristics of the delivered goods or have guaranteed quality, or in the case of
c) damages relating to injury to life, body or health, or
d) insurable damages in those instances in which it would have been possible and reasonable for us to have taken out insurance cover, or
e) damages which are due to wilful intent or gross negligence, or
f) instances in which we are liable under the German Product Liability Act (Produkthaftungsgesetz).

2.
Should we be liable pursuant to Clause 1 a) for breach of contract without having acted with gross negligence or with wilful intent, the amount of the liability shall be limited to those damages which we must have been able to anticipate as intrinsic to the contract on the basis of the circumstances known to us at the time, the contract was concluded.

3.
We shall only be liable for recommendations confirmed by us in writing.

4.
The limitation of liability provisions referred to above shall apply analogously to the actions and personal liability of our employees, agents in performance, representatives or other agents.

IX._Final Provisions

TERMS OF SALE AND DELIVERY
GRUSCHWITZ GMBH TECH-TWISTS, LEUTKIRCH

1.
No verbal additional agreements have been made. Should employees or other of our agents conclude verbal additional agreements, or issue representations on our behalf, which deviate from our offer or the written contract, these shall only be valid if confirmed in writing by us; this shall not apply to verbal declarations made by persons who have unlimited powers to represent us or are otherwise fully authorized to act on our behalf in dealings with third parties.

2.
The place of performance for both contracting parties and for all present and future claims arising from the business relationship shall be Leutkirch.

3.
The sole legal venue for registered traders, legal persons and special funds under public law for any actions on cheques and bills of exchange as well as for all other direct or indirect legal disputes shall be Leutkirch. We shall, however, also be entitled to bring an action at the customer's place of business or before other courts which may have jurisdiction for such matters on the basis of German law or the law of any other country.

4.
The legal relationship with the customer shall be subject to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

5.
Should one or several provisions be null and void, either wholly or in part, this shall not affect the validity of the remaining provisions. Should clauses which are null and void contain elements which are reasonable and valid, the valid elements of the same shall continue to apply. The contracting parties undertake herewith to substitute any provisions which are null and void with provisions which correspond as closely as possible to the business purpose and intent of the provisions which are null and void.