GENERAL TERMS AND CONDITIONS OF CARL RÖNTGEN GMBH

1. Exclusive validity and acceptance of our General Terms and Conditions

1.1 All our offers are based on our General Terms and Conditions. We accept orders exclusively on these terms and conditions. General terms and conditions of the buyer or any provisions of the buyer deviating from our General Terms and Conditions are not binding on us, notwithstanding our unconditional performance in face of our knowledge of such deviating terms and conditions, unless we recognized and accepted them expressly in writing.

1.2 By placing an order or accepting performance the buyer accepts the validity and applicability of our General Terms and Conditions with regard not only to the respective transaction, but also all future business transactions.

2. Offers, additional agreements, contents of contract

2.1 Our offers are not binding on us. A contract is created only after we have accepted the order. The order of the buyer is binding. We are entitled to accept this offer within two weeks by sending an order confirmation or to deliver the ordered goods to the buyer.

2.2 Additional agreements to our offers or order confirmations as well as agreements with our field staff will be only valid after we will have given our written confirmation. In case of doubt or ambiguity regarding the terms of the contract, our written order confirmation shall prevail.

2.3 We reserve all copy rights and rights of ownership in all documents, if any, enclosed with our offers or order confirmations (such as illustrations, drawings, specifications of weight and dimensions and similar documents). Such documents must not be made available to third parties and must be returned to us without delay upon our request.

2.4 Information, statements or publications in visual and/or writing about product characteristics, whatsoever, in price lists, leaflets, brochures or descriptions of products and other printed material or public statements only represent an approximate description and non-binding indications about average values. This information does not constitute durability and/or guarantee and meet our current state of knowledge. We reserve the right to express on changes due to technological progress. For a successful use we assume no liability.

2.5 Information and advice with respect to our products are based on our experiences. These are average values. Such information and advice does not render unnecessary the observance of the processing instructions and the testing of products supplied with respect to their qualification for a particular purpose.

2.6 In case of fixed lengths the following tolerances are valid:
number of teeth: +/- 1 tooth
tolerance of length: + 0,1% / -0,6 %
tolerance of width: +/- 2,0mm
tooth pitch: +/- 2 %
In case no other instructions have been issued, then the length as specified maximum size (largest possible length) is assumed.

3. Prices, payment

3.1 Our prices are for delivery ex works and do not include freight, packing, insurance and valid VAT at the date of delivery.

3.2 We reserve the right – even after confirmation of order – to increase the prices to list prices as on the delivery date in the case of increases of costs of significant materials, raw materials, carriers, increases in labour costs due to mandatory statutory provisions or collective contractual conditions, changes in exchange rates or conditions, increases in charges or increases in transport and delivery costs. Costs, which are due to subsequent changes and adjustments to the order, will have to be paid exclusively by the customer.

3.3 Our invoices are due 30 days after the invoice date without any deduction, if nothing otherwise agreed. The buyer will be charged interests at a rate of 8 % p. a. above the applicable base rate as provided by § 247 of the German Civil Code for all overdue payments. We reserve the right to claim further damages or losses, in particular with respect to costs of legal enforcement and bringing of actions. Our field staff is not authorized to accept payment.

3.4 We are entitled to demand, at our discretion, advance payment or the furnishing of security if, after the conclusion of a contract, we become aware of circumstances that make the creditworthiness of the buyer appear doubtful of if the buyer fails to meet its payment obligation, when payment to us becomes due. Upon occurrence of any of the foregoing events, all our accounts receivable with respect to the buyer, including those from other transactions, shall become due immediately. To the extent we have accepted any bills of exchange, that have not yet matured, we can demand immediate payment against bills of exchange.

3.5 To the extent we accept checks or bills of exchange, such acceptance is on account of payment, but never with the effect of discharge. We are not responsible for the timely presentation of protest. Discounting and collection are at the expense of the buyer, who must reimburse us for these amounts on request without delay. We are entitled to return bills of exchange, if the German Federal Central Bank (Deutsche Bundesbank) refuses to accept such bills of exchange.

3.6 The buyer is not entitled to offset any amounts against our claims for payment or to effect a right or retention with respect to amounts due to us. The foregoing does not apply to offsetting with respect to undisputed claims or claims that are final.

4. Performance periods and -dates

4.1 Performance periods and –dates are to be understood always as binding, even if not expressly is mentioned.

4.2 A period of performance determined according to its duration begins with the day immediately following the day on which full agreement regarding all specifics of the order was reached, at the earliest with the acceptance of the order by us, but in no case prior to the furnishing of all records, documents, permits, releases to be obtained by the buyer and the receipt by us of the payment in advance, if any, to be made by the buyer

4.3 A delivery date or a delivery deadline is met, if the goods are shipped or in cases, where the goods cannot be shipped or should not be shipped, or the information about the readiness of supply.

4.4 In the event of a delay in delivery caused by us, the buyer is allowed to require this delay affected products to the exclusion of further claims either fulfillment or written, express a reasonable grace period of at least four weeks explain the cancellation of the contract. For custom extension in each case the grace period has to be assessed according to the custom-made-product.

4.5 If there is a delay in the performance, which is outside our control (such as strike, fire, war, general lack of supplies, disruption of operations, etc.) the deadline for performance will be extended , i. e. the mentioned delivery date will chande.

4.6 From exceeding a performance date or performance period or delay in performance we cannot be asserted against any claims for damages.

4.7 We shall be entitled to compensation of our financial losses if the buyer is in default with respect to the acceptance of supplied goods or fails to fulfil its other duties of cooperation, and after the expiration of a reasonable grace period and a corresponding warning, we shall be entitled to dispose of the goods.

4.8 We are entitled to deliver goods in installments and to charge for each such installment separately.

4.9 In exceptional cases we can deliver 10 % more or less of the ordered quantity.

5. Despatch – insurance – risk of loss – return of package material

5.1 Despatch of any kind will be EXW (according Incoterms 2000) from our factory and in each case the costs and risks are to be borne by the buyer. In case of despatch from our factory the risk is even transferred to the buyer, if delivery was agreed “free domicile” or “carriage paid”. We despatch the goods on the despatch route that in our opinion is the most favourable, unless we receive special despatch instructions.

5.2 On request of the customer we have the right, but not the obligation to arrange insurance for any damage in transit at the buyer’s expense.

5.3 Goods ordered “on request” or “on collection” or on similar basis will be stored from the agreed time on our premises or, at our wish, with a third party at the customer’s expense and risk.

5.4 To the extent we are obligated to accept returns of packaging material unter the Packaging Act the the customer shall bear the costs of such return.

6. Reservation of title

6.1 We retain title to the goods supplied by us pending the complete settlement of all our claims arising from our business connection with the buyer, including previous claims for payment subsumed into current invoices. Claims for which we accepted checks or bills of exchange are regarded only as paid, when such checks or bills of exchange have been duly honoured.

6.2 We are entitled to claim for late payment of the reserved goods, the withdrawal of the goods shall not constitute a withdrawal of the contract.

6.3 The customer may not pledge the delivered goods without our consent or transfer as security. If the customer should dispose of the reserved goods, all claims by the customer against third parties resulting from such a disposal up to the amount of the still unresolved claims are to be considered to have been assigned to us for the purpose of payment.

6.4 The customer is entitled to resell the goods in the ordinary course of business. He assigns to us already now all claims to its customes in the value of the outstanding amount to him from the resale against his customers or third parties arising and regardless of whether the goods have been resold without or after processing.
In this case we may require that the customer gives us the assigned claims and their debtors and all necessary information and related documents, to be able to collect the outstanding amount and also notifies the debtor of the assignment. Our authority to collect the claims ourselves remains unaffected, however we commit ourselves not to collect the debt as long as the customer fulfills his obligations correctly.

7. Cancellation

7.1 The buyer is not entitled to cancel the contract either as a whole or in part. If we accept a cancellation in an individual case, the buyer is obliged to pay a lump sum of 15 % of the contractual amount. The assertion of a claim for a higher amount of damanges is reserved. The buyer is entitled to prove that we have a slight loss.

8. Warranty

8.1 Our performance will reflect the state of the art technology at the time the order is placed, the applicable legal requirements and the care customary in our line of business. With respect to descriptions or specifications about the goods, their qualities or characteristics, and other specifications, including technical and commercial specifications, we will only grant a warranty regarding durability and specific quality if the particular describtion or specification is expressly marked as warranty as to durability or specific quality.

8.2 We have to be informed about obvious defects our quantity differences or deviations of the delivered goods immediately, at least within 14 days after receipt with written notification. After this date the goods are deemed approved. Other than obvious defects have to be complained immediately after their discovery.

8.3 With timely, eligible defects the buyer shall be entitled to demand a replacement. This can be at our discretion repair or replacement.
The buyer can only withdraw from the contract or reduce the compensation, if subsequent performance is impossible or failed. The rectification is unsuccessful, if two attempts are unsuccessful.

8.4 All claims under a warranty are invalid if the goods have been used, altered, modified, repaired or in any other way interfered with by the customer of a third party.

8.5 Claims for material defects become time-barred one year after delivery. Our liability with respect to rectification or replacement parts will expire at the end of the limitation period applicable to the goods delivered originally.

9. Compensation

9.1 Our liability is limited by cause to such damages, that can be shown to be caused by us, either intentionally or due to gross negligence.

9.2 The specific provisions of these Genereal Terms and Conditions shall be without prejudice to the mandatory provisions of the Product Liability Act.

9.3 We are liable according to legal regulations.

10. Deliveries

We will make deliveries to the buyer at the address most recently supplied by him. The buyer is obliged to notify us of changes of addresses as otherwise deliveries made to the last address supplied will be regarded as having been accomplished.

11. Escape clause

Nullity or invalidity of individual provisions in our General Terms and Conditions and the contract do not affect the legal validity of the remaining conditions; in this case, those agreements, which are legally valid and most closely approximate to the original intention, will apply.

Place of performance – place of venue – applicable laws

The place of performance for all claims arising from the contractual relationship is Remscheid. We are also be entitled to bring claims against the buyer at any location, where jurisdiction over the buyer can be obtained.
It is agreed that relevant German law will apply to the contract and all claims arising from it or associated with it. The applicability of United Nations agreements regarding international trade (CSIG) is expressly excluded.

Date: 01.01.2011