GENERAL TERMS AND CONDITIONS

1. RANGE OF VALIDITY

  • The following conditions apply to all our deliveries.
  • Any changes or amendments to these conditions by our staff worker or commercial agent in order to become effective, require written consent of the management. This particularly affects prices, delivery dates and warranty stipulations.

2. OFFER AND DELIVERY DATES

  • In the case of doubt order acceptance and conclusion is valid through fulfilment.
  • Our offers, delivery and performance dates are never binding, unless they have been stipulated with the management in writing.
  • Within the delivery period and extra period of 18 days the delivery takes place.
  • In case of force majeure, strike measures as well as accidental plant interruptions which take longer than a week, a binding delivery deadline is extended appropriately after notification without further notice, at least, however, for the period of hindrance. Claims for damages are impossible particularly where we carry no responsibility.
  • We reserve the right to make part shipments.
  • Should the purchaser not play for preceding deals within fourteen days after maturity, we are entitled - irrespective of possible existing binding delivery deadlines - to continue delivering only after payment, without the purchaser being entitled to refuse acceptance.

3. PASSAGE OF RISK

  • The risk to perishable goods, deterioration and of risks involved in shipping in all cases is passed over to the purchaser, as soon as the product leaves our business premises. This also applies to delivery free to the customer.
  • Should the dispatch be delayed for any reason we are not responsible for, the risk is already passed over to the purchaser with the singling out of the product and indication of the readiness for shipment. This applies particularly to point 2.5.

4. "ON APPROVAL" CONSIGNMENTS AND GOODS ON COMMISSION

  • Products delivered for approval or selection requested by the customer have to be returned within eight days after receipt. After expiry of this time limit we are entitled to charge for the product. The goods have to be returned to the company address.
  • Point 3.1 is valid accordingly. Besides, the customer is responsible for the risk of the goods perishing, deteriorating or the dispatch of the product.
  • Concerning goods on commission point 3.1 is likewise valid as well as preceding point 4.2 accordingly.

5. REFUSAL OF ACCEPTANCE

  • Should the purchaser refuse to accept the product or, after indication of the supply of the product and readiness for shipment, delay that acceptance or the payment for the product, also for preceding deliveries, or with a stipulated safety performance after demand for payment, we are entitled, within the legal provisions, to demand lump-sum damages of 20% of the selling price without further evidence. The onus of the proof for less damages is on the purchaser.
  • Should the purchaser refuse to accept the product for financial reasons, ¬ß 5.1 holds good, even if the product has not yet been singled out or shipped.

6. PRICES

  • All prices are in EURO. However, we are entitled to charge in DM till the end of the DM validity.
  • Within four months from the conclusion, charging is made according to our price lists valid on the day of delivery.
  • Packaging, freight and other shipping costs basically have to be paid by the purchaser.

7. PAYMENT CONDITIONS

  • The delivery of the product is basically accompanied by the invoice, as long as the purchaser has sufficient credit worthiness. However, we are entitled to deliver against cash, cash on delivery or eurocheque.
  • The purchase price is due within thirty days from the invoiced date without any discount. In the case of payment within ten days we grant a 3% discount. Further reduction or discount is only granted on account of explicit stipulation in writing. Discount deduction is charged on the net invoice amount.
  • In the case of delay in payment we are entitled to assert all debt claims against the customer and to charge him/her 6% interest over the EURIBOR, at least however 1% a month, un-less the customer proves a lower damage.
  • Our claims can only be counterbalanced by legally effective or uncontroversial claims or a right to retention can be asserted against them.

8. WARRENTY

  • Complaints have to be indicated in writing. The dispatch of the indication has to be made within fourteen days after receipt of the product at the latest. In trade and commerce the immediate obligation for lodging a complaint is valid.
  • The change of the product through the purchaser invalidates his right to complaint.
  • Deviations customary in trade or commerce or slight deviations from quality, colour or equipment cannot be complained about. Apart from costumes, which are sold as such, we do not take over guarantee for absolute colour equality within an colour tone for upper and lower parts.
  • In trade and commerce the right of the purchaser to cancellation of sale is impossible.

9. RESERVATION OF OWNERSHIP

  • All deliveries are made with reservation of ownership. The product delivered remains our property until complete payment of the purchase price and all our other claims against the customer.
  • The purchaser is entitled to sell the product in orderly deal, he is, however, not permitted to pledge the product or put it in trust. The purchaser already today transfers his complete claims from the resale of the product to us for our safety. The purchaser is authorised and obliged to forfeiture of the claims, with the cancellation of this authorisation being reserved to us. On our demand the customer has to convey the information necessary for forfeiture about the claims assigned and to inform the debtors about the assignment.
  • Direct debiting of the purchaser expires about our explicit declaration, as soon as the purchaser stops his payments. We will not make use of our forfeiture authority as long as the purchaser meets his/her payments.
  • The purchaser has to inform us in due course about compulsory execution measures of any third party concerning the conditional commodity or the claims assigned in advance, with the delivery of the documents necessary for the intervention.
  • We undertake to release (to reassign) the claims assigned for safety¬¥s sake according to the regulations mentioned above on demand of the transferor of title to property for purposes of security according to our choice insofar as their value exceeds the claims to be secured by15%.

10. STORAGE OF DATA

We inform you that we store and process your data electronically, as far as necessary for business which is allowed under the Federal Data Protection Law ($ 26 BDSG).

11. CHOICE OF LAW, PLACE OF JURISDICTION AND PERFORMANCE

  • The place of performance for all trade creditors is Berlin, Germany.
  • The exclusive place of jurisdiction for all disputes in connection with the delivery transaction is Berlin, Germany. This place of independently of the place of the conclusion or the nationality of the other contraction party. We reserve the right, however, to call on that other court of law which would be legally competent.
  • The German substantive law must exclusively be applied on all contracts we make. Interfering reference norms of the German law are modified - as far as allowed.
  • Dunning charges and costs of the judicial assertion of our claims is due to the debtor. This also applies to the legal assertion of our claim abroad and against foreign debtors.

12. FINAL PROVISIONS

The effectiveness of these general terms and conditions does not interfere with the inefficacy of single regulations.


WALTER KRINÈS GmbH, JULI 2007