Allgemeine Geschäftsbedingungen

§ 1 Application, Offers

1.1. These General Conditions of Sale (Conditions) shall apply to all present and future contracts with commercial Customers, with public legal entities as well as public trusts in regard to deliveries and other services.. The Customer´s general terms and conditions shall not be binding even if we do not expressly object to them again after their receipt. 1.2. Our offers are not binding to us. Oral agreements, promises, assurances and guaranties made or given by our sales staff shall not be binding unless confirmed by us in writing. 1.3 Grades and sizes shall be determined in accordance with the DIN-/EN, ISOor mills’ standards, in absence of such standards with the trade usage. Any reference to such standards, mill’s standards or test certificates as well as any indication with regard to grade, size, weight or usage of the goods shall not be regarded as a representation or guarantee. The same shall pertain to any declaration of conformity, mills’ confirmation and to any related marks such as CE and GS.

§ 2 Delivery

2.1 Our commitment to deliver is always subject to our own supplier’s correct and timely delivery. 2.2 Any confirmation as to delivery times shall only be approximate. Delivery times shall commence with the date of our order confirmation and are subject to the timely clarification of any details of the order. 2.3 Any agreed delivery time shall be considered to be met if and in so far the goods have left the works or our warehouse at such time or date. If and in so far the goods fail to be despatched at the agreed time for reasons not attributable to us, the agreed delivery time shall be considered to have been met at the day on which the goods are notified to be ready for dispatch. 2.4 Delivery times shall be extended in case of Customer’s late performance of his contractual obligations. Within events of force majeure or unforseeable events we shall be entitled to postpone deliveries for a reasonable time. This condition shall apply in case the Customer further clarifies details of the order or we have to inquire about these details.

§ 3 Prices and Payment

3.1 In general payment in advance if no different agreement is offered in the quotation. After receiving payment the order will be delivered immediately. The prices referred to indicate the price ex warehouse plus VAT. Costs for packaging are not included. 3.2 Unless otherwise agreed to, prices and terms referred to are those effective at the time when the goods are delivered. 3.3 Should taxes or other extraneous expenses included in the agreed upon price change or be added, we shall be authorised to modify the price relative to the respective change. 3.4 Should the Customer default in payment, he will be liable to pay interest at 8 %points above the basic interest rate, unless higher rates have been agreed upon. We reserve the right to claim additional damages resulting from late payment. 3.6 Should it become evident after the conclusion of the contract, that payment is jeopardised by the Customer’s lack in financial means, or should the Customer be in default with a considerable portion of the amount due or should other circumstances arise which show a material deterioration in the Customer´s financial position after the conclusion of the contract, we shall be authorised to make use of our statutory rights to withhold the performance of our contractual obligations and to make due any and all of our non statute-barred accounts receivable resulting from the same legal relationship.

§ 4 Dispatch and Passing of Risk

4.1 Unless otherwise agreed we shall be entitled to choose the route and mode of dispatch as well as the forwarding agent and the carrier. The Customer shall bear the costs for the dispatch and unload the goods at his cost. We will buy insurance only if expressly requested to by the Customer. 4.2 In all transactions, including fob, cif, freight prepaid and freight-free deliveries, the risk of loss or damage to the goods and the risk of seizure of the goods shall pass to the Customer at the time where we hand them over to the forwarding agent or to the carrier, at the latest with their departure from our warehouse. 4.3 Should the Customer delay the dispatch for more than one month after his notification of the goods’ readiness for dispatch, we are entitled to damages for our additional warehouse costs, at least to 0,7 % of the invoiced sum unless the Customer proves that our actual damages fall short of this amount. Our claims for damages resulting of Customer’s default in taking delivery (“Annahmeverzug”) shall remain unaffected by the aforesaid. 4.4 In case of damage to goods in transit the customer shall immediately notify the carrier in writing. The notification shall signed by the carrier and attached to the bill of lading, the shipping order or the bill of delivery. Alternatively, the Customer may draw up a record of the damage. 4.5 In case of Customer’s default to request delivery of those goods which have been notified to him as ready for dispatch, we are entitled, upon expiry of an additional period, to invoice the goods to him as if they have been delivered. ,. . 4.6 The goods which have been notified to the Customer as ready for dispatch will be stored at the risk of the Customer.

§ 5 Retention of Title

5.1 All goods delivered to the Customer shall remain our property (Reserved Property) until all of the Customer’s accounts resulting from the business relationship with him, in particular any account balances have been settled. 5.2 With regard to processing or manufacturing of the Reserved Property, we shall be deemed to be manufacturer within the meaning of § 950 BGB (German Civil Code) without committing us in any way. The processed or manufactured goods shall be regarded as Reserved Property within the meaning of clause 5.1 of these Conditions. If the Customer manufactures, combines or mixes the Reserved Property with other goods we shall obtain co-ownership in the new goods in proportion to the invoiced price of the Reserved Property to the invoiced price of the other goods. If, by such combining or mixing, our ownership expires, the Customer herewith transfers to us any rights which the Customer will have in the new stock or goods in proportion to the invoiced price of the Reserved Property, and he will keep them in safe custody free of charge. Our co-ownership rights shall be regarded as Reserved Property within the meaning of clause 5.1 of these Conditions. 5.3 The Customer may resell the Reserved Property only within the normal course of his business in accordance with his normal business terms and provided he is not in default of payment and provided also that any rights resulting from such resale will be transferred to us.The Customer shall not be entitled to dispose of the reserved Property in any other way. 5.4 Should the total invoiced value of our collateral exceed the amount of the secured receivables by more than 50 %, we shall - upon the Customer´s request - release pro tanto collateral at our discretion.

§ 6 Notification and Warranty Provision

6.1 The conformity of the goods with the contract and the absence of defects is subject only to the express agreements of the parties. The goods are in conformity with the contract if, at passing of the risk, their order and condition diverges not or not substantially from the specifications agreed upon. We are not liable for the suitability of the goods’ for a particular purpose unless this has been expressly agreed upon. After passing of the risk we are not liable for damages resulting from deterioration, loss or improper utilisation of the goods 6.2. The Customer shall immediately notify us in writing of any defects of the goods, at the latest five days after their delivery. As defects of the goods will also be regarded missing or incorrect certificates (e.g. work certificates, acceptance certificates).Defects which, even upon careful inspection, cannot be discovered within this period must be notified to us in writing immediately upon their discovery, at the latest before the elapse of any agreed or statutory warranty period. In such cases the Customer must suspend any processing or manufacturing of the goods. 6.3 If and in so far the Customer’s claim for defects is justified and has been made in time, we may, upon our discretion, remedy the defect or deliver non-defective goods (“substitution”). Should we fail or decline the substitution, the Customer may, upon the elapse of an adequate additional period of time set by him, withdraw from the contract or reduce the purchase price. In cases where the defect is minor, where the goods have already been resold, processed or transformed, he may only reduce the purchase price. 6.4. We will reimburse the Customer for his expenditures in connection with the substitution only in so far as such expenditures are reasonable and proportional to the purchase price of the goods. We will not reimburse the Customer for any expenditures in connection with the redelivery of the goods to any other place than the place of performance, unless such redelivery corresponds to the contractual use of the goods. 6.5 If and in so far the goods are subject to contractually agreed testing and inspection by the Customer, such testing and inspection shall bar any claims for such defects which might have been determined by the agreed type of testing and inspection. 6.6. If the Customer fails to immediately give to us the opportunity to inspect the defect, especially if he fails - upon our request - to immediately make the goods or samples hereof available to us, he will loose all of his warranty rights. 6.7 Our further liability is subject to Section 7.0.

§ 7 Restriction of Liability and Limitation Periods

7.1 Our liability for breach of contractual or extra-contractual obligations, in particular for non-performed or deferred deliveries, for breach of duties prior to the contract (“Verschulden bei Vertragsanbahnung”) as well as for tortuous acts - including our responsibility for employees performing our obligations - shall be restricted to damages caused by our wrongful intent or by our gross negligence and shall in no case exceed the foreseeable losses and damages characteristic for the type of contract in question. 7.2 The aforesaid restriction shall not apply to such cases where we breach our fundamental contractual obligations and where such a breach of contract will endanger the contractual purpose; it shall neither pertain to damages to life, to the body or to health caused by our fault nor to any cases where we have guaranteed certain characteristics of the goods. Nor shall such clause affect our statutory liability laid down in the Product Liability Act (Produkthaftungsgesetz) of 15/12/89. Any statutory rules regarding the burden of proof shall remain unaffected by the aforesaid. 7.3 Unless otherwise agreed to any contractual claims which the Customer is entitled to in connection with the delivery of the goods shall fall under the statute of limitations within a period of one year after the goods have been delivered to the Customer. This limitation shall also apply to such goods which, according to their normal purpose of use, have been used for constructional works related to real estate property and which have caused damage within this construction unless this purpose of use has been agreed upon in writing.

§ 9 Place of Performance / Jurisdiction / Applicable Law

9.1 The place of performance is Aachen