Standard Business Conditions

�1 General
�2 Offers and conclusion of contracts
�3 Prices and terms of payment
�4 Delivery periods and dates
�5 Shipment, passing of risk
�6 Notice of defects in quality
�7 Warranty
�8 Alterations to goods supplied
�9 Liabilily
�10 Retention of title
�11 Place of performance, courts of jurisdiction, and other provisions

� 1 General

Our deliveries and provision of services and others shall be effected solely on the basis of these terms of business They shall also be applicable to all future business relations, even if they have not been explicitly agreed upon anew.
These provisions shall be deemed to have been accepted at the latest on delivery being taken of the merchandise. Any conflicting general terms of business of the buyer's are hereby expressly rejected.
Departures from these terms shall only be operative if they are confirmed by us in writing

� 2 Offers and conclusion of contracts

All our offers are subject to confirmation.
We explicitly reserve ourselves the right to alter the colours and raw materials specified, and also to make technical alterations and alterations to equipment. Misprints or obvious errors in price lists, offers or letters of acknowledgment shall not entitle the buyer to any claims.

� 3 Prices and terms of payment

Prices are to be understood as being in Euro, ex works, and shall be exclusive of any Value-Added Tax that may be incurred, packing costs, shipping, unloading and freight charges, and insurance. Prices will be binding provided that delivery is effected within 4 months of the acknowledgment of order. For deliveries effected later, the list prices in force af the time shall be applicable. The price increase must be commensurate with the increase in our costs; otherwise, the buyer will be entitled to withdraw from the contract.
Charges, expenses, taxes and customs duties incurred when the merchandise is imported into the country of destination shall at all events be chargeable to the buyer.
In the case of deliveries within the EC, the Purchaser gives an assurance that he is a trader within the meaning of the (German) Turnover Tax Act (Value Added Tax) who uses the goods for commercial purposes and is subject to commercial taxation in the rest of the Community area. As substantiation of this, the Purchaser will inform us immediately of his VAT identification number, or if not VAT will be added to the invoiced amount.
The following terms of payment shall be applicable: For receipt of payment within 10 days of the date of invoice - 2% discount For receipt of payment within 30 days of the date of invoice - net cash. The deduction of discounts shall only be permissible if, at the time the payment is made, invoices which are due, bearing earlier dates, have been settled.
Bills of exchange and cheques will only be accepted subject to a special agreement and only with a view to performance. Any interest, discount charges, etc. that are incurred shall be borne by the buyer; the same shall apply to any foreign currency losses occurring up to the due date.
Should the buyer default, interest at a rate of 3% above the Deutsche Bundesbank's discount rate applicable at the time will be charged. Interest is to be set at a higher or a lower rate if we furnish proof of being burdened with a higher rate of interest or the buyer furnishes proof of a lower burden of interest.
Should the buyer default on payments, a bill not be met or a cheque not be honoured, or should a considerable deterioration occur in the buyer's financial situation, we shall be entitled to call for the immediate payment of all claims still outstanding.
Even if the buyer makes provisions to the contrary, we shall be entitled to set off payments firsts of all against the buyer's older debts. If expenses and interest have already been incurred, the payment shall first of all be made to cover costs, then interest and lastly the main transaction.

� 4 Delivery periods and dates

The delivery periods and dates agreed on shall not be binding unless an agreement to the contrary has been explicitly made in writing.
Interferences with deliveries and the provision of services due to acts of God or to circumstances for which we are not to blame, such as operating breakdowns, strikes, lockouts, measures taken by the authorities, etc., including such occurrences on the premises of our suppliers, shall commensurately prolong the periods and postpone the dates specified. If the impediment lasts longer than 6 weeks, the buyer will be able to withdraw from the contract after giving an appropriate period of grace with regard to the part of the contract not yet performed.

� 5 Shipment, passing of risk

Shipment will be effected at the buyer’s risk and expense, unless other arrangements have been agreed upon. The risk shall pass to the buyer as soon as the consignment has been entrusted to the person carrying out the shipment or has left our warehouse for the purpose of being shipped.
If shipment is impossible without our assuming responsibility therefor, the risk shall pass to the buyer on notification being given of readiness for shipment. If the buyer is to blame for the delay, we shall be able to store the merchandise at his risk and for his account.

� 6 Notice of defects in quality

We must be notified of perceptible defects in writing without delay, and at the latest within 8 days of the merchandise being delivered to the buyer’s premises. We are to be notified in writing of defects that cannot be detected within this period of time, even after a meticulous inspection, within 8 days of thelr being discovered.
Notices of defects in quality shall not provide justification for withholding amounts of money invoiced.

� 7 Warranty

We warrant that the manufactured goods are free of defects for the duration of 6 months following the delivery date.
In the event of a notice of defect in quality being justified, pursuant to � 6 above, we hereby undertake, at our discretion, either to deliver a replacement, to exchange defective parts, or to refund the purchase price. Claims for redhibition (rescission of the contract of sale) or diminution of the consideration shall be ruled out unless we are not in a position to exchange defective parts. The buyer shall be entitled to no other rights.
When requested to do so by us, the buyer has, at our discretion, either to send the merchandise that is complained about to us for inspection or to enable us to inspect it at the place where it is sited. 8in1 shall select the mode of transport, additional costs, which arise on account of a different form of transportation, shall not be borne by 8in1.
The warranty shall lapse if the merchandise is altered by the buyer or by a third party or is mixed with other goods or subjected to further processing, and if the defect occurring is connected therewith. Furthermore, the warranty shall lapse if the buyer treats or stores the merchandise improperly or affects it in other ways that have been the initial cause of the occurrence of the defect. None of our products are to be stored at temperatures above 25� C, or, in the case of liquid products, at temperatures below 1�. C Atmospheric humidity should, if possible, not exceed 80% during storage. The merchandise is to be protected from direct solar radiation and is 10 be kept closed. For occurrences of defects, malfunctions, or damage of any kind that are attributable to culpable or improper behaviour on the part of the buyer or third parties, no warranty will be assumed.

� 8 Alterations to goods supplied

In the case of relatively large or particularly urgent orders, in the buyer’s interest, we shall replace any individual articles that are missing by other, similar articles, in so far as the buyer can reasonably be expected to accept this. The buyer will be entitled to reject the delivery of such substitutes, in writing, within 8 days of receiving the merchandise. Should no objection be made within this space of time, then the substitute delivery shall be deemed to have been approved of. We undertake to draw the buyer’s particular attention at the beginning of the period set to the importance to be attached to his actions. � 9 Liabilily

We shall assume liability for all cases of gross negligence or malice aforethought on the part of ourselves or of our agents.
In addition, in the event of ordinary negligence no liability will be assumed either by ourselves or by our agents for damage or consequential losses due to defects, whether as a result of negligent acts following the conclusion of the contract, or of positive breach of contract, as a result of contractual provisions or of provisions regarding impermissible actions. Likewise, no liability will be assumed for loss of profits.
Remaining unaffected shall be liability in relation to final consumers and third parties in the sense of the Product Liability Law for Personal Damage and Damage to the Main Privately Used Things.

� 10 Retention of title

The merchandise delivered shall remain our property pending the meeting of all present and future claims deriving from the current business relations. This shall also apply in the event of claims being entered into a current balance.
The buyer shall be entitled to redispose of the merchandise in the ordinary course of business. The buyer hereby assigns to us in full any claims deriving from the resale or from any other legal title (e.g. insurance, impermissible action). If the redisposal is effected for a total price including that of other articles that do not belong to us, the buyer shall assign to us his claim deriving from the redisposal for an amount corresponding to the invoiced value of the merchandise delivered. Any further processing of the merchandise delivered by us shall be carried out on our behalf as the manufacturers.
We authorize the buyer, subject to revocation, to collect the assigned claims in his own name. As long as the buyer discharges his obligations to pay, we shall make no use of our authorization to collect. At our request, the buyer shall disclose the assignment and supply us with the information and hand over the documents necessary for us to enforce the claim.
The authorization to redispose of our merchandise shall lapse as soon as the buyer falls into financial difficulties, in particular in the event of payments being suspended, of a petition in bankruptcy being presented, an application being made for the instigation of composition proceedings, or in the event of notice of debt enforcement proceedings being issued in respect of him. The pledging or ownershiptransfer of the merchandise for security shall be impermissible. In the event of the buyer’s creditors intervening, in particular in the event of distraint being levied, the buyer has to notify us immediately and draw attention to our property.
For the duration of the reservation of title, the merchandise subject to the contract is to be insured against fire, water, damage during operation, explosion, burglary and theft, etc, at the buyer’s expense. On concluding the supply contract, the buyer shall assign to us the rights deriving from the insurance contract for the amount of the merchandise delivered. In case of damage or loss, we are to be informed without delay.
If the buyer does not discharge his obligations to pay, we shall be able to request the restitution of the merchandise delivered. Restitution shall not be deemed to be a withdrawal from the contract.
In so far as the value of the securities exceeds our claims by more than 20%, we shall release the former to the buyer at our discretion.

� 11 Place of performance, courts of jurisdiction, and other provisions

For any litigation deriving from the contractual relationship, the district court or regional court at Osnabrück shall have exclusive jurisdiction. This also applies to actions brought under a cheque or bill of exchange.
In so far as no other agreement hag been made, the place of performance for all deliveries and services rendered shall be Melle.
The laws of the Federal Republic of Germany shall apply exclusively. The application of the uniform laws regarding the purchase of movables (CISG) shall be ruled out.
Any goods taken back shall be off-set against other charges at the net purchase price actually paid minus any loss in value that may have occurred and minus any costs we incur by taking the goods back and reselling them. No specific evidence shall be required to substantiate a loss in value of up to 25%. This shall not apply when it has been agreed that the Purchaser has the right to return the goods. Instead of this we can, at our free discretion, supply appropriate goods as a replacement.
The buyer shall only be entitled to a set-off or to withhold payment if we explicitly consent thereto in writing or if the counterclaim has been established as being legally valid.
Should one or more of the above provisions be completely or partially inoperative, the operativeness of the other provisions shall not be affected thereby. In lieu of the inoperative provisions, an arrangement shall be applicable such as comes as close as possible to what the parties would have agreed on in this case.

08/04


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