§ 1 General Provisions

1. Insofar as reference is made to GTCD in the following regulations, this shall mean these general terms and conditions of delivery (GTCD) of Steiner GmbH in Georgenthal/Germany.
2. These GTCD form the basis for all legal relationships with the customers of Steiner GmbH. They apply only with respect to companies as defined under § 310 Section 1 of the Federal German Civil Code.
3. All contracts, orders and agreements - especially insofar as they change these GTCD - shall only become binding following written confirmation by Steiner GmbH. All - including future - deliveries by Steiner GmbH including proposals, consultations, information and other ancillary services shall be effected exclusively on the basis of these GTCD.
4. Terms and conditions to the contrary are hereby expressly contradicted.

§ 2 Offers, Offer Documentation

1. Offers made by Steiner GmbH are subject to change without prior notice, unless they are confirmed as being binding.
2. Insofar as orders by the client qualify as an offer in accordance with § 145 of the Federal German Civil Code, Steiner GmbH can accept same within 2 weeks.
3. Steiner GmbH retains all proprietary rights and copyright with respect to offers, images, drawings, delivered data and other documents; the latter may not be made accessible to third parties and may only be processed within the framework of the legal provisions of §§ 69 a ff of the Federal German Copyright Act. Insofar as samples accompanying offers have not transferred into the ownership of the buyer as a result of payment, they must be returned immediately upon request in the event of non-awarding of the contract.

§ 3 Price, Payment, Delayed Payment

1. Unless otherwise agreed, prices are understood to be ex works excluding legally applicable VAT, taxes, duties and any fiscal charges. Insofar as such taxes, duties or charges are applicable, they shall be paid separately by the client.
2. Should deliveries and/or services be effected more than four months after conclusion of the contract, Steiner GmbH reserves the right to change prices accordingly if price reductions or increases occur, especially as a result of wage increases or changes in materials prices. Evidence of such changes shall be forwarded to the customer upon request.
3. Invoices shall be due for payment within 10 days of the invoicing date with a 2% discount or within 30 days of the invoicing date without any discount.
4. Freight charges, services, handling charges and other services are payable without discount.
5. Express written agreement is required for a change in the due date for payment. The guarantee of payment dates means that, although the payment is due, the customer is not in delay of payment until the payment deadline has elapsed.
6. Steiner GmbH shall only accept discountable bills if this has been expressly agreed. In the event of acceptance of bills of exchange or cheques, the debt shall only be paid following final cashing and accrediting to a Steiner GmbH bank account. Discount charges and all costs and expenditures associated with cashing the bill of exchange or cheque amount shall be borne by the client. In the case of bills of exchange and cheques in foreign denominations, the amount credited to the account of Steiner GmbH shall be exclusively definitive for the amount of debts repaid. Cashing of cheques in part payment shall not constitute a waiver of outstanding debts, even if the amount of the cheque is equivalent to a considerable portion of the amounts owed.
7. In the event of failure to meet payment deadlines, interest on arrears shall be charged in the amount of 8% above the base interest rate, but not less than 12.0 % p.a. Steiner GmbH can demand compensation in the amount of 10.00 € for each warning in excess of the original warning in respect of delayed payment. Steiner GmbH shall retain the right to furnish evidence of higher damages and the client shall retain the right to provide evidence of lower damages.
8. In the event of delayed payment or endangering of the outstanding debt due to diminution in the credit worthiness of the client, Steiner GmbH shall be entitled to demand immediate payment of outstanding debts or to demand the provision of sureties. This shall also apply irrespective of the term of any bills of exchange. Steiner GmbH shall also be entitled to complete as yet outstanding deliveries solely against advance payments or presentation of sureties. Diminution of the client's credit worthiness shall obtain in particular if a credit sale insurance policy taken out by Steiner GmbH is terminated or if the policy no longer or would no longer provide cover against the client. In the event of an appreciable diminution of the client's credit worthiness or financial situation, especially if the insurer of a credit sale insurance policy taken out by Steiner GmbH refuses cover, Steiner GmbH shall be entitled to demand payment of all outstanding debts, both due and maturing at a certain future date.

§ 4 Non-Assignment and Prohibition of Offsetting

1. Steiner GmbH can offset all outstanding claims against all counter claims by the client. Steiner GmbH remains at liberty to decide the counter claim against which such offsetting shall be applied.
2. The client shall be permitted to assign to third parties rights and outstanding debts arising out of contracts only with the prior permission of Steiner GmbH. This shall not apply insofar as the client is a trader as defined in the German Commercial Code (HGB), and the legal transaction forming the basis of the outstanding debt is a legal transaction for said trader (§ 354 a Clause 1 of the German Commercial Code). In this case, however, assignment of outstanding debts shall not constitute any commitment with respect to Steiner GmbH. Indeed Steiner GmbH can continue to perform with obligation-releasing effect with respect to the owner of outstanding accounts. This shall also be applicable if Steiner GmbH is notified of the assignment of outstanding accounts or learns of same by other means.
3. The client shall only have the right to offset if its counter claims are recognised uncontested by Steiner GmbH or have been determined to be legally valid, if a judgement or legal title is recognised or enforceable according to German law. The client shall be entitled to exercise a right of retention only insofar as its counter claim is based on the same contractual relationship.

§ 5 Packaging

1. Transport and all other packaging in accordance with the specifications of the packaging ordinance shall not be taken back, with the exception of pallets. The client shall be obligated to ensure disposal of packaging at its own expense.

§ 6 Passage of Risk, Trade Terms, Shipment

1. Risk passes to the client upon transfer to the forwarding agent or haulage contractor, but not later than the moment at which the shipment leaves the factory premises. Incoterms 2000 shall be applicable for the purposes of interpreting the trade terms.
2. Insofar as - in deviation from Clause 3.1 General Terms and Conditions of Delivery - it has been agreed that the goods shall be shipped by Steiner GmbH from a specific location, the choice of means of transport and the transport route shall be at the discretion of Steiner GmbH. In such instances Steiner GmbH shall also determine the forwarding agent and haulage contractor.
3. Goods which have been notified as ready for despatch must be drawn down immediately. Otherwise Steiner GmbH shall be entitled to warehouse same at its own discretion and at the expense and risk of the client, and to invoice same as having been delivered ex works.
4. Should the client delay in taking delivery or culpably violate other duties of cooperation, Steiner GmbH shall be entitled to claim compensation for damages occurring in respect of same including any additional expenses. Steiner GmbH reserves the right to make further-reaching claims.
5. Steiner GmbH shall be entitled to make partial deliveries.

§ 7 Delivery Period, Delayed Delivery

1. The agreed delivery periods shall be applicable only subject to the timely clarification of all details of the contract and timely fulfilment of all of the Client's obligations such as, for example, artwork, obtaining of requisite, official authorisations, especially relating to duties and importation, the opening of a letter of credit or remittance of an agreed down payment or advance payment. Such delivery periods refer to the point in time of despatch from the delivery plant, and shall be considered to have been observed upon notification of readiness for despatch if the goods cannot be despatched in time for reasons for which Steiner GmbH is not responsible.
2. Should Steiner GmbH be hindered in the fulfilment of its obligations due to unforeseeable events or force majeure, which affect Steiner GmbH or its suppliers and which Steiner GmbH cannot prevent by exercising the care reasonably expected of it under such circumstances, e.g. war, acts of God, internal strife, forces of nature, accidents, official decrees, miscellaneous plant stoppages and delays in the delivery of essential production materials or feedstock, the delivery period shall be extended by the duration of the interruption plus an appropriate lead-in time.
3. Steiner GmbH can withdraw from the contract if it becomes impossible for Steiner GmbH to complete the delivery or cannot reasonably be expected to do so due to an impediment; the client shall have the same right if it cannot be reasonably expected to take delivery of the goods due to the delay; In addition to the instances outlined in item 7.2. of these GTCD, strikes or lockouts shall in all instances be considered obstacles for which Steiner GmbH is not responsible for the purposes of general terms and conditions of delivery.
4. Steiner GmbH is liable in accordance with the legal provisions insofar as the underlying purchase contract is a firm deal as defined under § 286 Section 2 No. 4 of the Federal German Civil Code or § 376 of the Federal German Civil Code. Steiner GmbH shall also be liable in accordance with legal provisions insofar as the client is entitled to claim that its interest in further fulfilment of the contract no longer applies as a result of a delay in delivery for which Steiner GmbH is responsible.
5. Furthermore, Steiner GmbH is liable in accordance with legal provisions insofar as the delay in delivery is due to premeditated or grossly negligent breach of contract for which Steiner GmbH is responsible; a fault by representatives of Steiner GmbH or persons employed in performing an obligation shall be attributable to Steiner GmbH. Insofar as the delay in delivery is not due to a premeditated breach of contract for which Steiner GmbH is not responsible, the liability for damages of Steiner GmbH shall be limited to foreseeable, typically applicable damages.
6. Steiner GmbH shall also be liable in accordance with legal provisions, insofar as the delay in delivery for which Steiner GmbH is responsible is due to the premeditated violation of an essential contractual obligation, in which case, however, liability for damages shall be limited to foreseeable, typically applicable damages.
7. This shall not affect the client's further legal entitlements and rights.

§ 8 Deficiencies, Statute of Limitations, Installation and Assembly instructions

1. Immediately after receipt of goods the client must examine same for any deficiencies and for correctness. Steiner GmbH must be notified regarding any obvious deficiencies within 14 days of arrival of the goods.
2. Steiner GmbH must be notified immediately regarding any deficiencies in the goods discovered subsequently. Complaints about deficiencies, which were obviously detectable upon acceptance or receipt, shall not be entertained after acceptance or receipt of the goods by the client. At its own discretion Steiner GmbH can remedy or re-deliver (re-fulfilment) deficient goods up to twice.
3. Normal commercial tolerances relating to size, quantity, weight, quality, colour, etc shall not entitle the client to make complaints. The product description supplied by Steiner GmbH shall always be agreed as the sole product finish.
4. In the event of failed re-fulfilment, especially following the fruitless elapsing of an appropriate follow-up deadline set by the client, the client can withdraw from the contract or demand reduction of the purchase price.
5. Claims in respect of deficiencies shall be subject to the statue of limitations one year after delivery of the goods, and not more than fifteen months after notification of readiness to deliver.
6. Steiner GmbH shall be liable for remedial work or re-delivery in the same way for claims in respect of deficiencies as for the original delivery; this claim in respect of deficiencies is subject to the statute of limitations one year after the remedy or re-delivery has elapsed.
7. More extensive rights based on deficiencies - especially contractual or non-contract claims for compensation for damage, which has not occurred on the goods themselves (damages due to a deficiency) - shall apply only to the extent as described under Clause 11 of the GTCD. This exclusion of liability shall not apply in the event of malicious failure to provide notification of the deficiency or in the absence of assured characteristics of the goods, if the very purpose of the assurance was to safeguard the client against the damage that has occurred.
8. The above mentioned provisions shall apply accordingly if, instead of the agreed goods, other or fewer goods are delivered.
9. A prerequisite for all damage claims is that written assembly, installation and operating instructions provided by Steiner GmbH be adhered to just as faithfully as instructions relating to intended purpose of use and limitations of use.

§ 9 Manufacturer Recourse, § 478 of the Federal German Civil Code

1. If the client is notified of a deficiency by its purchaser, the client shall be obligated to notify Steiner GmbH of same immediately, but within not more than 7 days. Should the client fail to provide this notification, the goods shall be deemed to have been approved.
2. § 476 of the Federal German Civil Code shall not be applicable in the event of manufacturer recourse in the relationship between the client and Steiner GmbH if the goods have been warehoused at the client's premises for more than 6 months prior to re-sale.
3. The extent of the customer's rights in the event of manufacturer recourse shall be determined in accordance with Clause 11 of the GTCD.
4. Steiner GmbH shall, at its own discretion, be entitled to reimburse costs within the context of manufacturer recourse in the form of goods credit notes.

§ 10 Retention of Ownership, Retained Goods

1. The delivered goods shall remain the property of Steiner GmbH (retained goods) until the payment of outstanding accounts, especially also of the respective outstanding account balances, to which Steiner GmbH is entitled within the framework of the business relationship with the client. This means that ownership does not pass to the client upon handing over of the goods to same, but rather Steiner GmbH retains ownership of the goods until all debts have been paid in full to Steiner GmbH. In the event of behaviour by the client contrary to the provisions of the contract, especially delayed payment, Steiner GmbH shall be entitled to repossess the goods. Repossession of goods shall not be construed as withdrawal from the contract.
2. Handling and processing of the retained goods by the customer is performed on behalf of Steiner GmbH as the manufacturer, but without any obligation on the part of Steiner GmbH. The handled and processed goods are considered to be retained goods.
3. When the retained goods are processed, combined and mixed with other goods by the client, Steiner GmbH is entitled to joint ownership of the new product in the ratio of the invoice value of the retained goods to that of the other goods used. If ownership by Steiner GmbH expires due to combination or mixing, the client shall already now transfer the ownership rights to which it is entitled to the new merchandise or article to the extent of the invoice value of the retained goods, and shall hold them in safe custody free of charge for Steiner GmbH. The joint ownership rights of Steiner GmbH are deemed to be retained goods.
4. The client may only re-sell the retained goods in normal business transactions subject to its normal terms and conditions so long as it is not in arrears with accounts payable to Steiner GmbH on condition that it agrees retention of ownership with its customers and purchasers and that the accounts payable arising from the re-sale are transferred to Steiner GmbH in accordance with Clause 10.5. GTCD. The client is not entitled to other dispositions vis à vis the retained goods. Use of the retained goods for the fulfilment of work contracts and work performance contracts shall also be deemed to constitute re-sale.
5. The client's accounts receivable arising from re-sale of the retained goods are already now assigned to Steiner GmbH. This shall apply also in the event of adjustment of the re-sale outstanding account into a current account in the amount of same for the respective outstanding account balance. The assigned outstanding accounts shall serve to the same extent to secure the retained goods. Steiner GmbH accepts the assignment of same.
6. Bills of exchange received by the client in respect of assigned outstanding accounts are hereby assigned to Steiner GmbH, which accepts same. The client shall keep the documents in safe custody on behalf of Steiner GmbH.
7. If the retained goods are re-sold together with goods not supplied by Steiner GmbH, accounts receivable arising from the re-sale or the respective outstanding account balances shall be assigned to Steiner GmbH in the ratio of the invoice value of the retained goods to that of the other goods. In the case of re-sale of goods in which Steiner GmbH has joint ownership shares in accordance with Clause 10.3. GTCD, a percentage of the outstanding account shall be assigned to Steiner GmbH corresponding to its share of joint ownership.
8. The client shall retain entitlement to collect the assigned outstanding account. The authority of Steiner GmbH to collect outstanding accounts itself is not affected by same. Steiner GmbH shall be obliged not to collect the outstanding accounts as long as the client meets its payment obligations arising from proceeds collected, does not fall into arrears with payments and, especially, no application for the opening of insolvency proceedings has been lodged or cessation of payment has occurred. If this is the case, however, Steiner GmbH can demand that the client apprise it of the assigned outstanding accounts and their debtors, that the client supply all details necessary for collection, hand over all associated documents and notify debtors of the assignment of accounts receivable.
9. Under no circumstances shall the client be entitled to assign the outstanding accounts to any third party. This shall also apply to factoring, to which the client shall also not be entitled on the basis of collection authorisation. Steiner GmbH is prepared, however, to agree to factoring in individual instances, insofar as the equivalent value arising from same is eventually paid to the client and satisfaction of accounts receivable by Steiner GmbH is not placed at risk.
10. In the instance named in Clause 3.8. of the GTCD, Steiner GmbH shall also be entitled to prohibit the handling and processing as well as the re-sale of the retained goods. In such instances as well as in the event of the client violating its obligations in accordance with Clause 10.4. of the GTCD, Steiner GmbH can also demand return of the retained goods at the expense of the client to the exclusion of a right of retention.
11. The client now already authorises Steiner GmbH to enter its plant and business premises and to take possession of the retained goods. Such taking of possession shall not constitute a withdrawal from the contract. Labelling of the goods for Steiner GmbH shall constitute taking possession. Taking possession of goods may be effected by parties commissioned by Steiner GmbH. Parties commissioned by Steiner GmbH must identify themselves in the form of a written power of attorney.
12. Should the value of the existing sureties exceed the assured outstanding accounts by a total of more than 10 %, Steiner GmbH shall at the client's request be obligated to that extent to release sureties at its discretion.
13. The client shall be obligated to notify Steiner GmbH immediately of any levy of execution or other encroachment by third parties (e.g. lessors' right of lien).
14. Insofar as retention of ownership cannot be agreed with the client in accordance with applicable law, to this extent a right of lien on the goods, the re-processed goods or on the client's outstanding account against third parties shall be deemed to have been agreed. A right of lien means that the goods shall serve as a surety for Steiner GmbH until the purchase price is paid in full, and said goods therefore may only be re-processed or re-sold with the agreement of Steiner GmbH.

§ 11 Liability/Damage Compensation

1. The liability of Steiner GmbH is limited to damages arising from culpable injury to life, limb and health, also arising from premeditated or grossly negligent violation of duties, as well as culpable violation of essential contractual obligations, insofar as the attainment of the purpose of the contract is endangered by same.
2. The same limited liability shall apply to the legal representatives and parties commissioned by Steiner GmbH.
3. Except in the case of damages arising from culpable injury to life, limb and health and other premeditated or grossly negligent violation of duties, the liability amount shall be limited to the re-imbursement of the contractually typical, foreseeable damages, but not exceeding the value of the contract.
4. Legally inalienable claims shall not be affected.

§ 12 Place of Fulfilment, Place of Jurisdiction, Applicable Law

1. The place of fulfilment shall be the Headquarters of Steiner GmbH.
2. The place of jurisdiction for all legal disputes, also for bill-of-exchange and cheque proceedings shall be the headquarters of Steiner GmbH. Steiner GmbH can also take legal action against the client at the client's general place of jurisdiction. Under German litigation law Steiner GmbH is also entitled to pursue payment claims through the process of dunning.
3. Federal German law shall be exclusively applicable for all legal relationships between Steiner GmbH and the client.
4. The applicability of UN Purchase Law is excluded.
5. In the event of discrepancies between the German and English version of the GTCD/Terms and Conditions of delivery, the wording of the German GTCD shall be exclusively applicable.

§ 13 Data Protection, Protective-Association-for-General-Credit Assurance Clause

1. The client agrees that the contractual data will be stored and processed in accordance specifications of the Federal German Data Protection Act, insofar as this is necessary for the purposes of invoicing, customer care and fulfilment of the contract.
2. The client is in agreement that Steiner GmbH shall hand over data relating to the contractual relationship to Schufa- Holding AG or a recognised credit sale insurance company, and request information relating to the client from Schufa-Holding AG, insofar as this is necessary to ensure the justifiable interests of Steiner GmbH.

§14 Escape Clause

1. Should individual general terms and conditions or provisions in general terms and conditions be or become ineffective, this shall not affect the remaining general terms and conditions or provisions in general terms and conditions.