COLT Made in Germany

General Sales Terms

“We thank you for your order and confirm it under the exclusive application of our General Sales Terms printed overpage.”

§ 1 - General Remarks - Area of Validity

1. Our Sales Terms apply exclusively. We do not recognize the terms of the client that are contrary to, or deviate from, our Sales Terms other than we have explicitly accepted them in writing. Our Sales Terms are also applicable when, in full knowledge of the existence of the client’s conditions that are contrary to, or deviate from, our Sales Terms, we nevertheless effect the delivery to the client without any reservations.
2. All arrangements agreed between us and the client for the purpose of implementing this Agreement have been recorded in writing in this Agreement. Subsequent changes and/or supplements must be in writing to be effective. The contractual parties will immediately confirm verbal arrangements individually in writing.
3. Our Sales Terms are only applicable vis-à-vis companies in the meaning of § 310, Section 1, BGB (German Civil Code).
4. Our Sales Terms also apply to all future business conducted with the client.

§ 2 - Offer - Offer Records

1. If the order has to be qualified as an offer in conformity with § 145 BGB (German Civil Code), then we can accept it within two weeks.
2. Orders only become binding with our order confirmation.
3. Production-associated excess and short deliveries of 10% of the total quantity are permissible with special orders.
4. We retain full ownership rights and copyright to illustrations, drawings, calculations and other records.
5. The contractual party will only use all records - and this also includes samples, models and data - as well as all knowledge gained from the business relations, for the jointly pursued purpose and maintain the same care and secrecy vis-à-vis third parties as would be the case with the own records and knowledge if the other contractual party had defined them as confidential or is obviously interested in keeping them secret.
6. The obligation defined in Section (4) commences when the records and knowledge are received for the first time, and ends at the earliest 38 months after the end of the business relations. This obligation does not apply to records and knowledge that is generally known or was already known to the contractual party when they were received.

§ 3 - Prices - Payment Terms

1. If not indicated otherwise in the order confirmation, our prices are “ex works”, excluding packaging which will be separately charged.
   Partial deliveries within a reasonable extent are permissible; they can be separately charged.
2. The statutory value-added tax is not included in our prices; it will be charged at the legal amount on the invoicing day and separately indicated on the invoice.
3. The deduction of a discount requires a separate written agreement.
4. If not indicated otherwise in the order confirmation, the net purchase price (without any deductions) is payable within 30 days of the invoice date. The statutory rules are applicable to the consequences of default in payment.
5. The client is only entitled to set-off rights if the client’s counter claims have been legally established, are not disputed or have been recognized by us. Furthermore, the client is only entitled to exercise a retention right in so far as the client’s counter claim is in the same contractual relationship. If only part of the goods prove to be faulty then a retention right exists to the same extent: payment for the fault-free share must be effected in conformity with the above conditions.
6. If, in the course of contracts with a term of more than 6 months or with contracts that are unlimited in time, significant changes in wage, material and energy costs should arise, then we shall be entitled to demand a commensurate adaptation of the price under consideration of these factors.
7. If not stipulated otherwise with call-off delivery contracts, we must be notified of the binding quantities at least one month prior to call-off delivery. Additional costs due to delayed call-off or due to subsequent alteration of the call-off in terms of time or quality by the client, must be borne by the client.

§ 4 - Delivery

1. The commencement of the delivery time specified by us presupposes the clarification of all technical matters and starts at the earliest with the dispatch of our order confirmation and is extended commensurately with the presentation of the preconditions in conformity with § 7, Section (4).
   Partial deliveries in a reasonable extent are permissible.
2. Definitive for the observance of the delivery obligation or delivery time is the notification of the client of dispatch readiness.
3. Furthermore, the observance of our delivery obligation presupposes due-time, orderly fulfilment of the client’s obligations. Defence of non-performance of contract is reserved.
4. If the client is in default of acceptance or culpably infringes other obligations to co-operate, then we shall be entitled to demand compensation for any resulting damage, including possible additional expenses. We reserve the right to further claims.
5. In the presence of the preconditions of Section (3), the risk of accidental loss or accidental deterioration of the purchased object is transferred to the client at the moment in time the client is in default of acceptance or in default as a debtor.
6. We are liable in conformity with the legal stipulations in so far as the given purchasing contract is a fixed-date transaction in the meaning of § 286, Section 2, No. 4 of BGB (German Civil Code) or of § 376 HGB (German Commercial Code). We are also liable in conformity with the legal stipulations when, as a result of a delay in delivery that we have to justify, the client is entitled to assert that he is no longer interested in the continued fulfilment of the contract.
7. Furthermore, we are liable in conformity with the legal stipulations when a delay in delivery is attributable to contract infringement due to deliberate or gross negligence which we have to justify. We are accountable for a default of our representatives or vicarious agents. If a delay in delivery is not based a deliberate contract infringement that we have to justify, then our liability for compensation is limited to the foreseeable, typically arising damage.
8. We are also liable in conformity with the legal stipulations in so far as a delay in delivery that we have to justify is attributable to the culpable infringement of a significant contractual obligation. In this case our liability for compensation is limited to the foreseeable, typically arising damage.
9. In other respects we are liable in the event of delay in delivery for each complete week of delay within the framework of lump sum default compensation amounting to 0.5% of the delivery value, but maximum not more than 5% of the delivery value.
10. Further claims and rights of the client are herewith excluded.

§ 5 - Passing of Risk - Packaging Costs

1. In so far as the order confirmation does not stipulate otherwise, the delivery is “ex works”.
2. Goods notified as ready for dispatch must be immediately taken over by the client, otherwise we shall be entitled to decide how the goods are to be dispatched or stored with the costs and risks being borne by the client.
3. With hand-over to the railway operator, forwarder or freight carrier, or with the commencement of storage, but at the latest with the departure from our works/depot, the risk is transferred to the client, also in the event that we have agreed to undertake the delivery.
4. If requested by the client we will have the delivery covered by transport insurance; the incurred costs will be borne by the client.
5. In the event of default in payment, and after written notification of the client, we are entitled to discontinue the fulfilment of our obligation until receipt of complete payment.
6. If, after the contract has been concluded, it becomes apparent that our payment claim is endangered by the client’s inability to pay, then we can refuse performance and stipulate a time limit during which the client must effect payment or provide a security step-by-step against delivery. If this is rejected by the client, or if the time limit expires unsuccessfully, then we shall be entitled to withdraw from the contract and demand compensation.

§ 6 - Warranty

1. The condition of the goods depends exclusively on the agreed technical delivery terms. In the event that we have to effect deliveries according to drawings, specifications or samples from the client, then the client will assume the risk of suitability for the envisaged purpose of use.
2. We are not liable for defects due to unsuitable or improper use, faulty installation or setting into operation by the client or a third party, normal wear, faulty or negligent treatment, nor for the consequences of improper changes completed without our consent or as a result of maintenance work carried out by the client or a third party.
3. Rejected goods must be immediately returned to us at our request in the manner and route of shipment determined by us. If the complaint was not justified, then the client is obliged to refund the transport costs. If the client does not fulfil this obligation, or if the client completes changes to the rejected goods without our consent, then the client will loose possible claims for defects.
4. Claims of the client based on defects presuppose that the client has fulfilled the investigation and complaints requirements in conformity with § 377 HGB (German Commercial Code) in an orderly manner.
5. In the event that a defect in the object of purchase exists, then we can decide between remedying the fault or supplying a new fault-free object for follow-up fulfilment. In the event that the fault is remedied, then we shall be obliged to bear all the incurred expenditures, particularly the transport, route, work and material costs, provided that these costs are not increased due to the fact that the object of purchase had been transferred to another place of performance, but only to the extent of the purchase price amount.
6. If follow-up measures fail, then the client is entitled to choose between withdrawal or demand reduction.
7. We are liable according to the legal regulations in so far as the client’s assets compensation claims are based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. If we cannot be blamed for deliberate contract violation, then damage liability is limited to the typical foreseeable damage.
8. We are liable according to legal regulations in so far as we have culpably infringed a significant contractual obligation; in this case, however, compensation liability is limited to the typical foreseeable damage.
9. Liability on account of culpably endangering life, body or health remains unaffected; this also applies to mandatory liability in conformity with the Product Liability Law.
10. Liability is excluded if the foregoing does not stipulate otherwise.
11. The period of limitation for a defects-based claim is 12 months as of the transfer of risk.
12. The period of limitation in the event of delivery-based recourse according to §§ 478, 479 HGB (German Commercial Code) remains unaffected; it is five years as of the delivery of the defective object.

§ 7 - Total Liability

1. Liability for compensation going beyond what is envisaged in § 6 is herewith excluded irrespective of the legal nature of the asserted claim. This applies especially to compensation claims as a result of culpa in contrahendo, other violations of duties or on account of claims in tort in conformity with § 623 HGB (German Commercial Code). Consequently, we are not liable for damage that is not the direct consequence of the delivered goods, especially not for lost profit or other financial loss of the client.
2. The limitation according to Section (1) applies in the event that the client demands, instead of a claim for damage compensation, useless expenditures in preference to substitute performance.
3. In so far as compensation liability against us is excluded or limited, then this also applies to the personal compensation liability of our employees, workers, collaborators, representatives and vicarious agents.
4. Force majeure, industrial disputes, unrest, authority measures, failure of supplies from our suppliers and other unforeseeable, unavoidable and serious events exempt us from our performance obligation for the duration of the disturbance and to the full extent of its effect.

8 - Reservation of Ownership Assurance

1. We retain the ownership to the purchased object until all payments resulting from the business relationship with the client have been made. If the client’s conduct is in breach of contract, especially in the event of default of payment, but also if an application has been filed for composition or insolvency proceedings, or in the event of cessation of payments, we shall be entitled to take back the object of purchase. Taking back the object of purchase by us equates with a withdrawal from the contract. After having taken back the object of purpose we are entitled to reuse it. The returns from reutilization must be credited against the client’s liabilities minus commensurate utilization costs.
2. The client is obliged to treat the object of purchase in a careful manner. The client is obliged to have the object adequately insured at replacement value at his expense against fire, water and theft.
3. The client must immediately notify us in writing of seizures or other third-party interventions so that we can file legal action in conformity with § 771 ZPO (Code of Civil Procedure). In the event that the third party is unable to reimburse our legal and out-of-court costs for legal action in conformity with § 771 ZPO (Code of Civil Procedure), then the client will be liable for the arising loss.
4. The client is entitled to resell the object of purchase by way of an orderly business transaction. However, the client assigns to us - a transfer that is herewith accepted - all demands up to the final invoiced amount (including VAT) of our receivables which arise for the client against the buyer or third party as a result of the resale, irrespective of whether the object of purchase was resold before or after processing. The client is entitled to collect these receivables also after this assignment. Our entitlement to collect these receivables ourselves remains unaffected by this. However, we do undertake not to collect the receivables ourselves as long as the client fulfils the payment obligations from the collected proceeds, is not in default of payment and, especially, if no application has been filed for composition or insolvency proceedings. Should this be the case, however, then we can demand that the client discloses the assigned demands and the liable parties, supplies all the necessary details for recovery, hands over the corresponding documents and informs the liable parties (third parties) of this assignment.
5. At the request of the client we undertake to release our due securities in so far as the realizable value of our securities exceeds the demands that are to be secured by more than 10%. We are entitled to decide which securities we release.

§ 9 - Place of Performance and Jurisdiction

1. If the client has the status of a merchant then, depending upon the given jurisdiction, the place of jurisdiction is either Wipperfürth Local Court or the Cologne Regional Court. We are also entitled to file action against the client with the court of the client’s domicile.
2. The Law of the Federal Republic of Germany is applicable. The UN Sales Convention is herewith excluded.
3. In so far as our order confirmation does not state otherwise, our place of business is our place of performance.
4. In the event that clauses of the above General Business Terms are invalid, then this does not affect the validity of the remaining clauses. The contractual parties undertake to replace invalid clauses by clauses that come closest to the original intent.

Status 05.06.2007