CONDITIONS OF PURCHASE

1. General information: For our orders and agreements, our conditions of purchase apply hereinafter. Changes and additions, as well as the supplier’s conditions of sale that deviate from the conditions of purchase below are only valid if they are confirmed in writing in addition to our conditions of purchase. The acceptances of deliveries as well as services or the payment for services do not act as a form of acceptance of the supplier’s conditions of sale. Unless we explicitly state agreement in the conditions of purchase, legal provisions in addition.

2. Pricing: The agreed prices are fixed and include delivery to our Oberursel plant (DDP INCOTERMS 2010). Ex works deliveries require our written confirmation. The journeying of goods is independent of the pricing at the risk of the supplier. For ex works deliveries, the dispatcher is to select the most economical shipment method.

3. Payment: After receipt of the invoice, we pay within 14 days with a 3% discount or within 30 days net. This also applies to instalments as well as to final payments. The payment period commences upon receipt of faultless goods, upon receipt of the invoice. Furthermore, legal provisions apply in accordance with the most recent version of the BGB.

4. Force majeure: Force majeure releases us from our purchase obligation.

5. Warranty and complaints: If the supplier confirms the absence of defects with the delivered goods and nevertheless delivers defect goods, it does not mean that acceptance of the goods by us is a form of approval of the defect in question. In this case, we reserve the right to all relevant possibilities granted by law. By means of the acceptance of the order, the supplier expressly declares that the goods delivered by him are free from third party rights, in particular with regards third party trademark rights, and he engages himself hold us entirely harmless and indemnify us in the case where any third party claims are made.

6. Delivery time: The delivery dates agreed with us establish fixed date transactions in accordance with § 376 of the HGB (German Commercial Code) and are therefore to be adhered to at all times. Partial deliveries are therefore only permitted if they are expressly required by us. As soon as the supplier acknowledges that a timely delivery is not or is only partially possible, he must notify us of this immediately stating the reasons for the delay and the expected duration of the delay. If unable to deliver, we reserve the right to apply all existing legal rights including the announcement to withdraw the contract.

7. Packaging: Goods are to be packaged appropriately and within the terms of the legal requirements and they are to be packaged faultlessly according to the appropriate transport rules. If packaging is at the purchaser’s expense, only actual costs will be included in the invoice. For returns of rented packaging, the relevant special agreements with the supplier apply. For damages during transportation, which are a result of defect packaging, are the responsibility of the supplier.

8. Privacy: Drafts, drawings and other documents which are enclosed with our queries or orders remain our property and must not be used elsewhere without our approval.

9. Delivery note and invoice: Delivery notes must be included with all purchases. Delivery notes and invoices are to be presented immediately after goods are supplied.

10. The place of obligation, court of jurisdiction and law applicable: The place of obligation and the court of jurisdiction is Bad Homburg v. d. Höhe. The contractual relationship is subject to the law of the Federal Republic of Germany to the exclusion of the conflict of laws code. The application of uniform laws on the International Sale of Goods  and the conclusion of international contracts of sale in respect of movable property are ruled out. Additional INCOTERMS of the International Chamber of Commerce apply in its applicable version.

11. Other: Orders and other arrangements granted in speech or over the telephone, as well as   agreements deviating from our terms and conditions of purchase require our explicit confirmation for them to be valid.

NEUBRONNER GMBH & CO. KG, 1/2002