I. GENERAL
Unless written provisions to the contrary agreed by the Management, all our sales are exclusively carried out under the present General Terms of Sale which supersede any different clauses appearing in orders or letters from buyers.
Unless by written agreement, our customer's general terms of purchase are ineffective and may in no case prevail over our own terms of sale.

II. OFFERS
The information appearing in our catalogues, leaflets, pricelists and offers as statements by our representatives, agents and employees are given for information only and may thus be subject to modifications.
We reserve the right to carry out any product modification deemed by us to be useful , or even to discontinue some of our products without prior notice.
Unless otherwise agreed, our offers shall only be available 30 days as from the date of dispatches our issue. Our supplies and services are limited to the elements specified in our offers.

III. ORDERS
Written or verbal orders received directly or through the medium of our representatives, agents and employees only become definite after express and written confirmation by our company.
On seller's request, any order may be subject to the return of an acknowledgement of receipt within a given time. For lack of complaint by the buyer within eight days as from the date of dispatch, our order confirmations equal firm and definite contract under the present terms of sale and the customer shall then be no longer entitled to complain about non-conformity with his order.
Orders are subject to our approval and may be reduced or cancelled, namely in case of prior sale of products in stock.
As the size and style of execution of our products are subjects to technically inevitable variations, the products are allowed the accepted tolerances in order to take the special conditions of preparation into account.
The buyer is definitely bound from the moment he signs an order form or contract with one of our delegates, representatives, agents or employees.
No order may be cancelled without our express written agreement.
We reserve the right to refuse any order cancellation or to subject it to prior payment of a compensation corresponding with the loss suffered.

IV. PRICES
Unless otherwise stated in our offers order confirmations, our prices are exclusive of taxes and for goods removed from our works, stores or warehouses, without packaging. Whatever the date of order, our prices are invoiced in accordance with the rates in force on the day of order confirmation.
Additional or special executions shall be subject to extra charges.
In case of increase in the price of raw materials or in the cost of labour for products ordered and in case such increase occurs between booking of the order and the date of delivery, our company shall be entitled to pass such increases either partly or fully on the rates in force on the day of order confirmation.
The agreed price may also be modified in presence of new fiscal clauses.
Unless express, written and special commitment to the contrary, discounts and rebates granted to our customers are temporary and specific for each individual case. Accordingly, our company reserves the right to modify or suppress such grants at any moment. Same applies for end-of-year discounts or rebates.

V. DELIVERIES – SHIPMENT
Our terms of delivery are in working days.
They are given for information only and without engagement.
If a down-payment is demanded with the order, the time of delivery runs as from the day after receipt of this down-payment.
Delay in delivery shall neither entail cancellation of orders or purchases for account nor entitle to any penalty or indemnity.
In principle, our goods shall be removed from our works, stores or warehouses and the customer shall take delivery of the order on the agreed date; after this time, the goods shall be kept for account and risk of the customer.
Warehouse charges for goods which could not be delivered within the time of delivery for reasons beyond our control are chargeable to the buyer.
All our goods sold in sample or type shall be collected and accepted in our works or stores or in third parties in which they may have been deposited, even in case of sale carriage paid. The buyer shall accept the goods before shipment. Failing that, goods transfer outside the premises in which they were stored in view of shipment or collection by the carrier shall equal specification and individualization of said goods and entail transfer of property to the buyer with the only reserve of payment of these goods.
Deliveries possibly carried out by our company with its own vehicles are services to the customer and do not depart from the above mentioned provisions. In case of sale in which the carrier is appointed by our company, the latter only acts in the capacity of buyer's agent and transacts with the carrier on behalf and for account of the
buyer.
Even when shipped carriage paid, our goods always travel at consignee's risk; upon receipt, the latter shall check their quantity, quality and condition before taking delivery, possibly have reserves and direct recourse against the carrier in case of delay, loss or damage.
The civil liability of our company shall in no case be involved in case of damage or average occurring for any reason (fire, water, etc.) or in case of partial or total loss of the said goods whatever the reason of the loss when the goods put at customer's disposal have been stored by us on customer's request in our premises or in premises belonging to third parties. Same applies in case of noncollection of the goods within the agreed and stipulated terms. Should the manufacture of frames, cases, loads or pallets be necessary for shipment, its cost shall be invoiced extra. Moreover, the said packing shall not be taken back.

VI. FORTUITOUS EVENT - FORCE MAJEURE
Accidents in works, lack of labour, strikes, war, political events irregular deliveries of raw materials etc. are cases of absolute necessity allowing us to suspend or annul our commitments and extend the agreed time limits without entitling the buyer to any indemnification.
The contract of sale may be expressly suspended on our own initiative by sending a registered letter with return receipt to the buyer in following cases: difficulties or refuse of exportation, difficulties to obtain administration's acceptance of the authority to transfer capital and each time unexpected difficulties inherent in export transactions arise without preventing the sale definitively.

VII. LIABILITY – GUARANTEE
Since the buyer has taken due note of the characteristics of the products of the range proposed by the seller, it is expressly agreed that the buyer shall have chosen the products mentioned in the order handed to the seller on his own responsibility and according to the requirements he determined.
Any complaint relating to possible apparent defects of the goods sold by our company shall only be accepted if made by registered letter with return receipt sent within three days following the day on which the buyer or his agent will have taken delivery of the goods in our works, stores or warehouses or, should the goods be forwarded by our company, within three days following the day on which the goods have arrived at destination (attestation by postmark).
In the same way, any complaint relating to possible hidden defects of goods shall only be accepted if made by registered letter with receipt sent within two days following the date on which the buyer will have been acquainted with the hidden defects.
In any case, complaints relating to hidden defects shall only accepted if made within one month following the date on which the customer will have taken delivery of the goods in our works, stores or warehouses or, in the case the goods are forwarded by our company, within one month following the date on which the goods will have arrived at destination.
To be admissible, complaints shall be detailed and precise, namely as to the defects noticed or non-conformity of the goods.
Our company reserve the right to have the goods forming the subject matter of complaints surveyed. In any case, complaints for hidden or apparent defects shall only be accepted if the goods have not be subjected to any transformation and if it has been acknowledged, after due hearing of the parties, that the defects are imputable to the company and if the buyer has taken all necessary steps to keep the goods in same state until acknowledgment after due hearing of the parties or possibly until shipment.
Our company's liability is limited, according to our preference, either to replacement within a reasonable time of the goods recognized to be faulty and without any other charge than carriage for the said goods, or to reimbursement of the invoice price.
Disputes relating to possible goods defects shall in no case entitle the buyer to suspend or refuse payment of our invoices or drafts.
We expressly accept no responsibility for any prejudice which could be inflicted to the buyer due to goods covered by the guarantee.
Items sold at special prices due to downgrading may in no case allow for any complaint regarding the style of execution, surface evenness, size, etc.
Goods shall in no case be returned without our prior agreement; such agreement shall in no case be considered to be acknowledgment.

VIII. TERMS OF PAYMENT
Unless we agree otherwise by special, express and written agreement, invoices shall be payable cash at our registered office by cheque upon receipt.
A down-payment with the order may be requested for some orders available in stock; the remainder shall then be paid when the goods are put to buyer's disposal.
Prior express and written agreement by our company shall be required for payment by instalments. Unless otherwise agreed, such agreement shall be specific for each individual case. Our goods shall then be payable by drafts. Any refuse or default of acceptance of our drafts within the fixed time shall entail immediate payability of all our claims within good time and with exemption from summons or formalities as also annulment or cancellation of the sale.
In case of payment by instalments previously agreed by our company, and when buyer's credit deteriorates, we always reserve the right to demand guarantees deemed by us to be appropriate for fair fulfilment of commitments, even after partial shipment of an order. Refusal to it or insufficient guarantee shall give us the right to cancel or suspend all or part of the trans­action.
The same applies namely in case of partial or full stoppage of buyer's business, whatever the cause.
The date of shipment shall be the starting point of the agreed times) of payment. Cash payments shall be effected within a time of 10 days as from the date of shipment. Only payments effected within this time shall be considered to be cash payments.
The customer shall in no case be authorized to deduce the value of a reimbursement or of a credit to which he is entitled from the amount of the payment to be effected if he does not possess a credit advice showing the amount or reimbursement of the credit.
For lack of payment of an amount due at maturity, an interest rate of 2 points up to the discount rate of the State Central Bank of Baden-Württemberg will be charged. Additionally, all claims arising from the delay will be reserved.
All expenses resulting from the return of dishonoured drafts and all collecting charges of every kind incurrent by our company to obtain payment of debts shall be chargeable to the buyer.
Default of payment at due date of any part of the price shall make payment of all non-matured invoices immediately due, without summons nor formalities unless derogation mutually agreed and confirmed in written form by the seller.
Notwithstanding all that has been mentioned above, the seller reserves the right to implement article IX of these Terms of Sale for lack of payment at maturity of any amount under the contract of sale.
It is expressly agreed and understood that any invoicing performed on the request of an installer or of any other agent to the customer / consumer direct or to any other third party shall not be considered to be an acknowledgment by our company and do not release the installer or agent from their obligations of payments to us.

IX. TRANSFER OF PROPERTY
According to the law of 12th May 1980 the provisions thereof are deemed to be perfectly familiar to the buyer who accepts them, all our sales are effected with retention of title.
Accordingly, transfer to the buyer of the property of goods shall by suspended until payment in full of the price. In case of remittance of a cheque or bill, payment shall only be considered to have been effected at the moment of actual
collection.
The risks are transferred to the buyer upon delivery of the goods sold with retention of title.
The buyer shall provide or their preservation, maintenance and use at his own expenses and own risk. He shall be responsible for any damage caused by the goods as from delivery.
Until transfer of property to his favour, the buyer shall see to good conservation of the identifying codes affixed by the seller to the goods according to the mentions appearing on the sales documents.
The buyers shall oppose by any legal means claims that third parties could assert as to goods sold by seizure, confiscation of by any similar proceedings. As soon as advised, he shall inform the seller to enable him to protect his interests.
If he is not the proprietor of the premises in which he exercises his trade, he shall acquaint the lessor with the legal status of the goods sold and prove observance of this formality to the seller.
Unless expressly authorized by the seller, the buyer is not entitled to remove the goods sold from the usual storage premises.
Any operation which would result in an attack on seller's possibility to repossess the goods sold as they were or to modify the legal status of all or part of the goods sold (consumption by the buyer, transformation or incorporation with other goods, reselling, assignment of rights over these goods to third parties) may only be carried out, unless written prior agreement by the seller, after payment of the balance of the amount remaining due for the goods concerned.
For lack of payment at maturity of any amount due by virtue of the sale contract or for lack of fulfilment of any commitment by the buyer, we may terminate the contract of sale with good right and without being bound to comply with legal formalities within eight days after ordinary summons by a registered letter which has had no effect.
In the same way, contracts of supply or delivery passed with us shall be terminated with good right days after ordinary summons by a registered letter which has had no effect.
Seller's repossession of the claimed goods imposes on the buyer the obligation to make up for the prejudice resulting from the depreciation and especially from the unavailability of the good concerned.
Consequently and by way of penalty clause, the buyer shall owe an indemnity amounting to 10% of the agreed price per month of possession of the goods taken back.
If termination of the contract makes the seller become debtor for down-payment previously received from the buyer, he shall be entitled to make up for such debt, with the claim resulting from the above-mentioned penalty clause.

X.PLACE OF PERFORMANCE, JURISDICTION AND OTHER AGREEMENT
All our sales are deemed transacted at our registered office constituting the place of payment.
Payment by draft or other bill of exchange shall in no case constitute a departure from the provisions of these General Terms.
Generally, the place of performance is Hornberg, even if deliveries are effected from other places. Provided the ordering party is a fully qualified commercial agent, any disputes arising from the contractual relationship must be taken to the court with jurisdiction over the supplier’s head office.
In case of international sale and unless expressly otherwise agreed, the applicable law shall be the German law.
Any business with our company implies clean acceptance of the present general terms.