Lippmann GmbH

General Terms and Conditions of Purchase

Version 01/2002

I. Contract content and conclusion of contract

These General Terms and Conditions of Purchase apply to all – including future – orders for goods and services and their processing. We do not recognize any terms and conditions of the Contractor that conflict with or deviate from these Terms and Conditions of Purchase, unless otherwise stipulated in these Terms and Conditions of Purchase or in the contract with the Contractor. If we accept the goods without express objection, it can in no case be inferred from this that we have recognized the conditions of the contractor
If special conditions deviating from these Terms and Conditions are agreed for a specific order, these General Terms and Conditions of Purchase shall apply subordinately and in addition.
The preparation of offers is free of charge and non-binding for us

II Prices

The agreed prices are free to the place of receipt specified by us, including freight, packaging and ancillary costs.
In the case of carriage forward delivery, we shall only bear the most favorable freight costs, unless we have prescribed a special type of shipment.

III Payment

Unless otherwise agreed, the following terms of payment shall apply: We shall settle invoices either within 14 days with a 3% discount or within 30 days without deduction. If the contractor’s terms of payment are more favorable to us, these shall apply.
Payment and discount periods shall commence upon receipt of the invoice, but not before receipt of the goods or, in the case of services, not before their acceptance and, if documentation or similar documents are part of the scope of services, not before they have been handed over to us in accordance with the contract.
Payments are made by check or bank transfer. The payment is legally valid if the check is sent by post on the due date or the bank transfer is ordered from the bank on the due date.
We shall be entitled to rights of set-off and retention to the extent permitted by law.
Interest on arrears cannot be demanded. The default interest rate is 5 percentage points above the base interest rate. In any case, we are entitled to prove a lower damage caused by default than demanded by the seller.

IV. Delivery periods

Agreed delivery dates and deadlines are binding. We must be informed immediately of any impending delay in delivery.
In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular, we shall be entitled to demand compensation instead of performance after the fruitless expiry of a reasonable grace period. Our claim to the delivery is only excluded once the seller has paid the compensation.

V. Retention of title

With regard to the Contractor’s rights of retention of title, the Contractor’s terms and conditions shall apply with the proviso that title to the goods shall pass to us upon payment and, accordingly, the extended forms of the so-called current account and group retention of title shall not apply.
On the basis of the retention of title, the seller can only demand the return of the goods if he has withdrawn from the contract.

VI Execution of deliveries and transfer of risk

The Contractor shall bear the risk of accidental loss and accidental deterioration, even in the case of “carriage paid” and “free domicile” deliveries, until the goods are handed over at the place of destination.
Partial deliveries require our consent.
Excess or short deliveries are only permitted to the extent customary in the trade.
Packaging costs shall be borne by the Contractor unless otherwise agreed in writing. If we bear the costs of packaging in individual cases, these shall be charged to us at the lowest possible rate. The obligation to take back packaging is governed by the Packaging Ordinance of 21.08.1998.

VII Declarations on originating status

In the event that the contractor makes declarations on the originating status of the goods sold, the following shall apply:

The Contractor undertakes to facilitate the verification of the proof of origin by the customs administration and to provide the necessary information as well as any necessary confirmations.
The contractor is obliged to compensate for any damage caused by the fact that the declared origin is not recognized by the competent authority as a result of incorrect certification or lack of the possibility of verification. However, this liability shall only apply to the contractor in the event of culpable conduct or the absence of a warranted characteristic.

VIII. Liability for defects and statute of limitations

The seller must provide us with the goods free of material defects and defects of title. In particular, he shall be responsible to us for ensuring that his deliveries and services comply with the recognized rules of technology and the contractually agreed properties, standards and the safety, industrial safety, accident prevention and other regulations.
The goods shall be inspected for quality and completeness upon receipt to the extent reasonable and technically possible for us. Notifications of defects shall be deemed to have been made in good time if they are received by the Contractor within five working days by letter, fax, e-mail or telephone. The period for the notification of defects shall commence at the time at which we – or in the case of drop shipments our customers – discovered or should have discovered the defect.
If the goods have a material defect, we shall be entitled to the statutory rights at our discretion. We may demand compensation from the seller for the expenses that we have to bear in relation to our customer if the defect was already present when the risk was transferred to us.
The statutory limitation periods shall apply to our claims for defects.
However, they shall begin with the timely notification of defects within the meaning of No. 2 above. However, the seller’s liability for defects shall end in any case ten years after delivery of the goods.
This limitation shall not apply if our claims are based on facts which the seller knew or could not have been unaware of and which he did not disclose to us.
The Contractor hereby assigns to us – on account of performance – all claims to which it is entitled against its upstream suppliers on the occasion of and in connection with the delivery of defective goods or goods which lack warranted characteristics. He shall hand over to us all documents necessary for the assertion of such claims.

IX. Tools, models, drawings and other documents

Tools, models, drawings and other documents provided by us or produced for us may only be used for the execution of our orders. They may not be made accessible to third parties without our consent and must be properly stored until revoked, but for no longer than two years after the last use, and then handed over to us.
The production as well as the treatment and processing of such tools, models, drawings and other documents which the contractor produces on our behalf shall be carried out for us as the manufacturer with the consequence that we acquire ownership thereof.

X. Place of performance, place of jurisdiction and applicable law

Unless otherwise agreed, the place of performance for the delivery is our company.
The place of jurisdiction is the location of our head office. We may also sue the Contractor at its place of jurisdiction and at the place of jurisdiction of our branch office entered in the commercial register with which the contract was concluded.
In addition to these terms and conditions, German law shall apply to all legal relationships between us and the contractor, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).

XI. Authoritative version

In cases of doubt, the German version of these General Terms and Conditions of Purchase shall prevail.

Lippmann GmbH 58239 Schwerte

Lippmann GmbH

General Terms and Conditions of Sale

Version 04/2005

I. Validity/Offers

These General Terms and Conditions of Sale shall apply to all – including future – contracts and other services. We shall not be bound by the Buyer’s terms and conditions even if we do not expressly object to them again after receipt.
Our offers are subject to change. Agreements, in particular verbal collateral agreements, promises, guarantees and other assurances made by our sales staff, shall only become binding upon our written confirmation.
The documents belonging to the offer, such as drawings, illustrations, technical data, references to standards and statements in advertising material, do not constitute quality specifications, assurances of characteristics or guarantees, unless they are expressly designated as such in writing.
Deviations of the delivery item from offers, samples, test and pre-deliveries are permissible in accordance with the applicable DIN/EN standards or other relevant technical standards.

II Prices

Unless otherwise agreed, our prices are ex works, excluding packaging, plus VAT.
If the goods are delivered packaged, we shall invoice the packaging at cost price; within the framework of the statutory regulations, we shall take back packaging supplied by us if it is returned to us carriage paid by the Buyer within a reasonable period of time.

III Payment and settlement

Our invoices are due for payment within 14 days with 2 0/0 discount, within 30 days net, in each case from the date of invoice. Payment must be made within these periods in such a way that the amount required to settle the invoice is available to us by the due date at the latest. The buyer shall be in default at the latest 10 days after the due date of our claim without the need for a reminder.
Invoices for amounts under EUR 50.00 (Euro) as well as for assembly, repairs, molds and tooling costs are due immediately and payable net.
Counterclaims disputed by us or not legally established shall not entitle the purchaser to withhold or offset payments.
If the term of payment is exceeded, at the latest from the time of default, we shall be entitled to charge interest at the respective bank rates for overdraft facilities, but at least interest at a rate of 8 percentage points above the prime rate. We reserve the right to assert further claims for damages caused by default.
If it becomes apparent after conclusion of the contract that our claim for payment is jeopardized by the Buyer’s inability to pay, we shall be entitled to the rights under § 321 BGB (defense of uncertainty). We shall then also be entitled to declare due all claims from the current business relationship with the Buyer that are not time-barred and to revoke the collection authorization in accordance with Clause V/5. In the event of default of payment, we shall also be entitled to demand the return of the goods after the expiry of a reasonable grace period and to prohibit the resale and further processing of delivered goods. Taking back the goods does not constitute withdrawal from the contract. The buyer can avert all these legal consequences by making payment or providing security in the amount of our jeopardized payment claim. The provisions of the Insolvency Code remain unaffected by the above regulations.
An agreed discount shall always relate only to the invoice value excluding freight and shall require the full settlement of all due liabilities of the buyer at the time of the discount.

IV. Delivery periods

Delivery deadlines and dates shall be deemed to have been met if the delivery item has left our premises by the time they expire.
Our delivery obligation is subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery to us.

V. Retention of title

All goods delivered shall remain our property (reserved goods) until all claims arising from the business relationship, irrespective of their legal basis, including future or conditional claims, have been settled.
Processing and treatment of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB, without any obligation on our part. The processed goods shall be deemed to be reserved goods within the meaning of Clause V/1. In the event of processing, combining and mixing of the reserved goods with other goods by the Buyer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires as a result of combining or mixing, the Buyer hereby assigns to us the ownership rights to which it is entitled to the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall store them for us free of charge. The resulting co-ownership rights shall be deemed to be reserved goods within the meaning of Clause V/1.
The buyer may only sell the goods subject to retention of title in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with clauses V/4 to V/6. He shall not be entitled to dispose of the reserved goods in any other way.
The buyer’s claims arising from the resale of the reserved goods are hereby assigned to us. They shall serve as security to the same extent as the reserved goods. If the reserved goods are sold by the buyer together with other goods not sold by us, the assignment of the claim from the resale shall only apply to the amount of the resale value of the reserved goods sold in each case. In the case of the sale of goods in which we have co-ownership shares in accordance with Clause V/2, the assignment of the claim shall apply in the amount of these co-ownership shares.
The buyer is entitled to collect claims from the resale until our revocation, which is permissible at any time. We shall only make use of the right of revocation in the cases specified in Clause 111/5. At our request, the Buyer shall be obliged to inform his customers immediately of the assignment to us – unless we do so ourselves – and to provide us with the information and documents required for collection.
The buyer must inform us immediately of any seizure or other impairment by third parties.
If the value of existing securities exceeds the secured claims by more than 50 % in total, we are obliged to release securities of our choice at the buyer’s request.

VI Execution of deliveries

When the goods are handed over to a forwarding agent or carrier, but at the latest when they leave the warehouse or – in the case of drop shipments – the supplying plant, the risk shall pass to the buyer in all transactions, including carriage paid and free deliveries. The obligation and costs of unloading shall be borne by the buyer. We shall only provide insurance at the instruction and expense of the buyer.
We are entitled to make partial deliveries to a reasonable extent. In the case of manufactured goods, excess and short deliveries of up to 10% of the agreed quantity are permissible.
In the case of call orders, we are entitled to manufacture or have manufactured the entire quantity ordered. Any change requests can no longer be taken into account after the order has been placed, unless this has been expressly agreed. Call-off dates and quantities can only be adhered to within the scope of our delivery or production possibilities, unless fixed agreements have been made. If the goods are not called off in accordance with the contract, we shall be entitled to invoice them as delivered after a reasonable period of grace has elapsed.

VII Liability for defects

In the event of justified, immediate notification of defects, we may, at our discretion, remedy the defect or deliver a defect-free item (subsequent performance). In the event of failure or refusal of subsequent performance, the buyer may reduce the purchase price or withdraw from the contract after setting and unsuccessful expiry of a reasonable deadline. If the defect is not significant, the buyer shall only be entitled to reduce the purchase price.
We shall only assume expenses in connection with subsequent performance if we are responsible for them in individual cases through our fault or under the guarantee. In particular, such expenses must be in reasonable proportion to the purchase price of the goods. We shall not be liable for expenses incurred due to the fact that the goods sold have been taken to a place other than the registered office or branch of the buyer, unless this corresponds to their contractual use.
As long as the buyer does not give us the opportunity to convince ourselves of the defect, in particular if he does not make the rejected goods or samples thereof available on request, he cannot claim that the goods are defective.
Further claims are excluded in accordance with Clause VIII. This applies in particular to claims for compensation for damage that has not occurred to the goods themselves (consequential damage).

VIII. General limitation of liability and statute of limitations

We shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort – also for our executives and other vicarious agents – in cases of intent and gross negligence, limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.
These limitations shall not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in cases of mandatory liability under the Product Liability Act, in the event of injury to life, limb or health and also not if and insofar as we have fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof remain unaffected by this.
Unless otherwise agreed, contractual claims which arise for the buyer against us on the occasion of or in connection with the delivery of the goods shall lapse one year after delivery of the goods. This period shall also apply to such goods which have been used for a building in accordance with their normal use and have caused its defectiveness, unless this use has been agreed in writing. This shall not affect our liability for intentional and grossly negligent breaches of duty or the limitation period for statutory recourse claims. In cases of subsequent performance, the limitation period shall not begin to run again.

IX. Copyrights

We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties with our consent. Drawings and other documents belonging to offers must be returned on request.
If we have supplied items according to drawings, models, samples or other documents provided by the purchaser, the latter shall guarantee that the industrial property rights of third parties are not infringed. If third parties prohibit us in particular from manufacturing and delivering such items with reference to industrial property rights, we shall be entitled – without being obliged to examine the legal situation – to cease any further activity in this respect and to demand compensation if the buyer is at fault. The purchaser also undertakes to indemnify us immediately against all claims of third parties in connection therewith.

X. Test parts, molds, tools

If the buyer has to provide parts for the execution of the order, they shall be delivered free to the production site with the agreed quantity, otherwise with a reasonable excess quantity for any rejects, in good time, free of charge and free of defects. If this is not done, any costs and other consequences caused by this shall be borne by him.
The production of test parts, including the costs for molds and tools, shall be borne by the purchaser.
Property rights to molds, tools and other equipment required for the manufacture of ordered parts shall be governed by the agreements made. If such equipment becomes unusable before the agreed output quantity has been fulfilled, the costs required for replacement shall be borne by us. We undertake to keep such equipment available for at least two years after the last use.
Our liability for tools, molds and other production equipment provided by the Buyer shall be limited to the same care as for our own products. Costs for maintenance and care shall be borne by the Buyer. Our obligation to store the goods shall expire – irrespective of the Buyer’s rights of ownership – no later than two years after the last production from the mold or tool.

XI. Place of performance, place of jurisdiction and applicable law

The place of performance for our deliveries is our company. The place of jurisdiction for merchants is the location of our head office. We may also sue the buyer at his place of jurisdiction.
In addition to these terms and conditions, German law shall apply to all legal relationships between us and the buyer, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).

XII. Authoritative version

In cases of doubt, the German version of these General Terms and Conditions of Sale shall prevail.

Lippmann GmbH 58239 Schwerte