I. General Terms and Conditions

1. The scope of deliveries or services (hereinafter: deliveries) shall be defined by mutual written declarations. The General Standard Terms and Conditions of the customer shall, however, only be applicable as far as the supplier or provider (hereinafter: supplier) has explicitly approved thereof in writing.

2. With regard to cost estimates, drawings and other documents (hereinafter: documents) the supplier will retain without restriction the rights of exploitation pertaining to his property rights and copyrights. The documents may only be made accessible to third parties after prior consent of the supplier and will upon request have to be returned immediately, if the order is not placed with the supplier. Paragraphs 1 and 2 apply accordingly to the customer's documents. However these may be made accessible to third parties whom the supplier has permissibly assigned to perform deliveries.

3. As for standard software the customer has the nonexclusive right of use, with the capability characteristics agreed upon to be applied in an unchanged form, on the equipment agreed upon. The customer may create a backup copy without explicit prior agreement.

4. Partial deliveries will be permissible, as far as the customer can be reasonably expected to accept these.

II. Prices and Terms of Payment

1. Prices are ex works, excluding packaging, plus the legal rate of value-added tax.

2. If the supplier has to provide for the installation or assembly and nothing else has been agreed upon, the customer will in addition to the consideration agreed upon have to pay for all relevant incidental expenses like travel expenses, costs for the transport of the tools and of the personal luggage as well as field allowances.

3. Payments shall be made free of charge to the supplier's payment office.

4. customer may only offset against claims that are undisputed or have been determined to be legally valid.

III. Reservation of Ownership

1. The supplier retains ownership of the goods delivered (conditional commodity) until full payment has been received and up to the settlement of all claims against the customer, which result from the transaction and are due to the supplier. In so far as the value of all security rights to which the supplier is entitled exceeds the sum of all secured claims by more than 20 %, the supplier shall release a corresponding portion of the security rights at the customer's request.

2. During the period in which ownership of the delivered goods is reserved any pledging or transfer of property by way of security shall be prohibited for the customer and he will only be entitled to resell the goods delivered to resellers in the ordinary course of business and only under the condition that the reseller will receive payment from the purchaser or resell the goods with the proviso that the ownership will only be transferred to the purchaser upon fulfilment of his payment obligations.

3. The customer hereby assigns all claims due to him from the purchaser to the supplier accepting this. If the delivered goods are incorporated or mixed inseparably with other goods, the supplier shall acquire partial ownership of the new product in proportion to the share of his delivery. Proportionately thereto the customer's claim against the purchaser will be assigned to the supplier accepting this assignment.

4. In case of violations of obligations on the part of the customer, in particular in case of a delay in payment, the supplier shall have the right to withdraw from the contract and to claim return of the delivered goods; the customer shall be obliged to surrender the goods. The return of the goods or the assertion of a reservation of ownership shall not imply a withdrawal from the contract on the part of the supplier; such actions or the pledging of the conditional commodity by the supplier will not imply the supplier's withdrawal from the contract, unless the supplier has explicitly given notice thereof.

IV. Delivery Periods; Default of Delivery

1. The observance of delivery periods is subject to the proviso that all documents, required authorisations and releases, especially of plans, which are to be supplied by the customer, will be available in time and that the terms of payment agreed upon as well as other obligations on the part of the customer will be observed and fulfilled. If these requirements are not met in time, the delivery periods shall be extended appropriately; this will not apply, if the supplier is responsible for the delay.

2. If the nonobservance of delivery periods has been caused by vis major, e.g. mobilisation, war, revolt, or by similar events, e.g. strike, lock-outs, the delivery periods shall be appropriately extended.

3. If the supplier causes a delay in delivery, the customer shall - as far as he satisfactorily proves that he has suffered damage therefrom - be entitled to claim a compensation for the delay in the amount of 0,5 % per full week of delay, at the utmost yet of 5 % of the value of that part of the deliveries, which could due to the delay not be appropriately put into operation.

4. Any claims for damages of the customer because of a delay in delivery as well as any claims for damages instead of performance, exceeding the stipulations set forth under paragraph 3, shall in all cases of delayed delivery be excluded, also after a fruitless lapse of an appropriate period of time conceded to the supplier for the delivery. This shall not be applicable as far as cases of intent, gross negligence or injury to human life, body or health are concerned, which are legally subject to liability; a change of the burden of proof to the disadvantage of the customer will not be connected thereto. The customer may only withdraw from the contract within the framework of legal provisions as far as the delay in delivery falls under the responsibility of the supplier.

5. The customer shall be obliged to declare upon the supplier's request within an adequate period of time, whether he withdraws from the contract because of the delay in delivery and/or claims damage instead of performance or whether he insists on delivery.

6. If the dispatch or the delivery of the goods is delayed upon the customer's request by more than one month after the notification of the readiness for dispatch, the customer can be charged the costs incurred by the storage in the amount of 0,5 % of the price of the delivered goods per each month commenced, at the utmost yet a total of 5 %. The contracting parties will be free to provide proof of higher or lower storage costs.

V. Passage of Risk

1. In case of deliveries which are made freight prepaid the risk will also be transferred to the customer as follows:

1. in case of deliveries excluding installation or assembly at the time they are dispatched or collected. Upon the customer's request and at his own cost the supplier will arrange insurance to cover against normal transport risks;
2. in case of deliveries including installation or assembly on the day of commissioning or after a faultless operation during a test run, provided the latter has been agreed upon.

1. all excavation work, construction work and other additional work to be provided by different industries, including specialists and auxiliary personnel, construction materials and tools required therefore;
2. supplies and materials necessary for assembly and repair work such as scaffolding, cranes and lifting equipment and other jigs and fixtures, fuels and lubricants;
3. the supply of energy and water at the place of use, including appropriate connections, heating and lighting;
4. sufficiently large suitable dry and lockable premises at the assembly site for storing machine parts, equipment, materials, tools etc. and work and recreation rooms appropriate for assembly personnel including sanitary facilities commensurate with the circumstances. To protect the supplier's property and assembly personnel at the building site, the customer shall incidentally take the measures that it would take to protect its own property;
5. protective clothing and safety devices necessary due to special circumstances at the assembly site.

1. The supplier shall at its own choice and at its own expense either make sure, that the customer will be given the right of use or that the object of the delivery will be modified in such a way that the violation of the industrial property right or copyright will not longer exist or that the object of the delivery will be exchanged. Should this not be possible for the supplier in terms of commercially adequate conditions, the customer shall be entitled to make use of its legal rights to withdraw from the contract or to reduce the purchase price.
2. The supplier's obligation to pay damages is determined and set forth under Article XI.
3. The obligations of the supplier mentioned above will only be applicable, in as far as the customer informs the supplier immediately in writing of any asserted claims by a third party, if and when the customer does not acknowledge such a violation, and in as far as all defense measures and out-of-court settlements are reserved to the supplier. Should the customer for reasons of minimizing loss or for any other important reasons stop using the delivery, the customer shall be obliged to give notice to the third party that this stop of usage does in no way imply any acknowledgement of a violation of industrial property rights or copy rights.