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1.0 General Conditions
2.0 General Purchase Conditions

1.0 GENERAL CONDITIONS

For the supply of products and services of the electrical and electronics industry for commercial transactions between businesses
- January 2005 -

1. The scope of deliveries and/or Services (hereinafter referred to as „Supplies") shall be determined by the written declarations of both Parties. General terms and conditions of the Purchaser shall apply only if and when expressly accepted by the supplier or the provider of Services
(hereinafter referred to as „Supplier") in writing.

2. The Supplier herewith reserves any industrial property rights and/or
Copyrights pertaining to its cost estimates, drawings and other documents (hereinafter referred to as „Documents"). The Documents shall not be made accessible to third parties without the Supplier's prior consent and shall, upon request, be returned without undue delay to the Supplier if the contract is not awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to documents of the Purchaser; these may, however, be made accessible to third parties to whom the Supplier may rightfully transfer Supplies.

3. The Purchaser shall have the non-exclusive right to use Standard Software, provided that it remains unchanged, is used within the agreed performance Parameters, and on the agreed equipment. The Purchaser may make one back-up copy without express agreement.

Partial Supplies shall be allowed, unless they are unreasonable to accept for the Purchaser.

1. Prices shall be ex works and exclude packaging; value added tax shall be added at the then applicable rate.

2. If the Supplier is also responsible for assembly or erection and unless oth-erwise agreed, the Purchaser shall pay the agreed remuneration and any incidental costs required, e.g. travel costs, costs for the transport of tools and equipment, and personal luggage äs well äs allowances.

3. Payments shall be made free Supplier's paying Office.

4. The Purchaser may set off only those Claims that are undisputed or against which no legal recourse is possible.

1. Items pertaining to the Supplies („Retained Goods") shall remain the property of the Supplier until each and every Claim the Supplier has against the Purchaser on account of the business connection has been fulfilled. If the combined value of the security interests of the Supplier exceeds the value of all secured Claims by more than 20%, the Supplier shall release a corresponding part of the security interest if so requested by the Purchaser.

2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them äs security, and resale shall be possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its Obligation to effect payment.

3. The Purchaser shall inform the Supplier forthwith of any seizure or other act of Intervention by third parties.

4. Where the Purchaser falls to fulfil its duties, including failure to make payments due, the Supplier shall be entitled to cancel the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable time set by the Supplier; the statutory provisions that a time limit is not needed remain unaffected. The Purchaser shall be obliged to surrender the Retained Goods.

1. The Purchaser, necessary permits and releases, especially concerning plans, are received in time and if agreed terms of payment and other obli-gations of the Purchaser are fulfilled. Unless these conditions are fulfilled in time, times set shall be extended appropriately; this shall not apply where the Supplier is responsible for the delay.

2. If non-observance of the times set is due to force majeure such as mobilization, war, rebellion or similar events, e.g. strike or lockout, such time shall be extended accordingly.

3. If the Supplier is responsible for the delay (hereinafter referred to as „Delay") and the Purchaser demonstrably suffered a loss therefrom, the Purchaser  may Claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, but in no case more than a total of 5 % of the price of that part of the Supplies which because of the Delay could not be put to the intended use.

4. Purchaser's Claims for damages due to delayed Supplies as well as Claims for damages in lieu of performance exceeding the limits specified in No. 3 above shall be excluded in all cases of delayed Supplies even upon expiry of a time set to the Supplier to effect the Supplies. This shall not apply in cases of mandatory liability based on intent, gross negligence, or due to injury of life, body or health. Cancellation of the contract by the Purchaser based on Statute shall be limited to cases where the Supplier is responsible for the delay. The above provisions do not imply a change in the bürden of proof to the detriment of the Purchaser.

5. At the Supplier's request the Purchaser shall declare within a reasonable period of time whether the Purchaser cancels the contract due to the delayed Supplies or insists on the Supplies to be carried out.

6. If dispatch or shipment is delayed at the Purchaser's request by more than one month after notice of the readiness for dispatch was given, the Purchaser may be charged, for every month commenced, storage costs of 0.5 % of the price of the items of the Supplies, but in no case more than a total of 5 %. The parties to the contract may prove that higher or, as the case may be, lower storage costs have been incurred.

1. Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows:

a) if the Supplies do not include assembly or erection, at the time when the Supplies are shipped or picked up by the carrier. Upon request of the Purchaser, the Supplier shall insure the Supplies against the usual risks of transport at the expense of the Purchaser;
b) if the Supplies include assembly or erection, at the day of taking over in the own works or, if so agreed, after a fault-free trial run.

2. the risk shall pass to the Purchaser if dispatch, shipping, the start or performance of assembly or erection, the taking over in the own works or the trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.

Unless otherwise agreed in writing, assembly/erection shall be subject to the following provisions:

1. The Purchaser shall provide at its own expense and in good time:
a) all earth and construction work and other ancillary work outside the scope of the Supplier, including the necessary skilled and unskilled labour, construction materials and tools,
b) the equipment and materials necessary for assembly and commissioning such as scaffolds, lifting equipment and other devices as well as fuels and lubricants,
c) energy and water at the point of use including connections, heating and lighting,
d) suitable dry and lockable rooms of sufficient size adjacent to the site for the storage of machine parts, apparatus, materials, tools, etc. and adequate working and recreation rooms for the erection personnel, including sanitary facilities äs are appropriate in the specific circumstances. Furthermore, the Purchaser shall take all measures it would take for the protection of its own possessions to protect the possessions of the Supplier and of the erection personnel at the site,
e) protective clothing and protective devices needed due to particular conditions prevailing on the specific site.

2. Before the erection work Starts, the Purchaser shall make available of its own accord any information required concerning the location of concealed electric power, gas and water lines or of similar installations as well as the necessary structural data.

3. Prior to assembly or erection, the materials and equipment necessary for the work to start must be available on the site of assembly/erection and any preparatory work must have advanced to such a degree that assembly/erection can be started as agreed and carried out without Interruption. Access roads and the assembly/erection site itself must be level and clear.

4. If assembly, erection or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear the reasonable costs incurred for idle times and any additional travelling of the Supplier or the erection personnel.

5. The Purchaser shall attest to the hours worked by the erection personnel towards the Supplier at weekly intervals and the Purchaser shall immediately confirm in writing if assembly, erection or commissioning has been completed.

6. If, after completion, the Supplier demands acceptance of the Supplies, the Purchaser shall comply therewith within a period of two weeks. In default thereof, acceptance is deemed to have taken place. Acceptance is also deemed to have been effected if the Supplies are put to use, after completion of an agreed test phase, if any.

The Purchaser shall not refuse to receive Supplies due to minor defects.

The Supplier shall be liable for defects as to quality (.Sachmängel", hereinafter erred to as „Defects",) as follows:

1. All parts or Services where a Defect becomes apparent within
the limitation period shall, at the discretion of the Supplier, be repaired,
replaced or provided again free of Charge irrespective of the hours
of Operation elapsed, provided that the reason for the Defect
had already existed at the time when the risk passed.

2. Claims based on Defects are subject to a limitation period of 12 months.
This provision shall not apply where longer periods are prescribed by law
according to See. 438 para. 1 No. 2 (buildings and things used for a building),
See. 479 para. 1 (right of recourse), and See. 634a para. 1 No. 2 (defects of
a building) German Civil Code („BGB"), as well as in cases of injury of life,
body or health, or where the Supplier intentionally or grossly negligently
falls to fulfil its Obligation or fraudulently conceals a Defect.
The legal provisions regarding Suspension of expiration („Ablaufhemmung"),
Suspension (.Hemmung") and recommencement of limitation periods remain unaffected.

3. The Purchaser shall notify Defects to the Supplier in writing and without undue delay.

4. In the case of notification of a Defect, the Purchaser may
withhold payments to a reasonable extent taking into account
the Defect occurred. The Purchaser, however, may withhold
payments only if the subject-matter of the notification of the
Defect occurred is justified beyond doubt. Unjustified notifications
of Defect shall entitle the Supplier to have its expenses reimbursed
by the Purchaser.

5. The Supplier shall first be given the opportunity to Supplement
its performance {„Nacherfüllung") within a reasonable period of time.

6. If supplementary performance is unsuccessful, the Purchaser shall
be entitled to cancel the contract or reduce the remuneration,
irrespective of any Claims for damages it may have according to Art. XI.

7. There shall be no Claims based on Defect in cases of insignificant
deviations from the agreed quality, of only minor impairment
of usefulness, of natural wear and tear or damage arising after
the transfer of risk from faulty or negligent handling, excessive strain,
unsuitable equipment, defective workmanship, inappropriate foundation
soil or from particular external influences not assumed under the contract,
or from non-reproducible Software errors. Claims based on defects attributable
to improper modifications or repair work carried out by the Purchaser or
third parties and the consequences thereof shall be likewise excluded.

8. The Purchaser shall have no Claim with respect to expenses incurred
in the course of supplementary performance, including costs of travel
and transport, labour, and material, to the extent that expenses are
increased because the subject-matter of the Supplies was subsequently
brought to another location than the Purchaser's branch Office,
unless doing so complies with the intended use of the Supplies.

9. The Purchaser's right of recourse against the Supplier pursuant
to See. 478 BGB is limited to cases where the Purchaser has not
concluded an agree-ment with its customers exceeding the scope
of the statutory provisions governing Claims based on Defects.
Moreover, No. 8 above shall apply mutatis mutandis to the scope
of the right of recourse the Purchaser has against the Supplier
pursuant to See. 478 para. 2 BGB.

10. Furthermore, the provisions of Art. XI (Other Claims for Damages)
shall apply in respect of Claims of damages. Any other Claims of the
Purchaser against the Supplier or its agents or any such Claims exceeding
the Claims provided for in this Art. VIII, based on a Defect, shall be excluded.

Unless otherwise agreed, the Supplier shall provide the Supplies free
from third parties' industrial property rights and Copyrights (hereinafter
referred to as „IPR") with respect to the country of the place of destination.
If a third party asserts a justified Claim against the Purchaser based on an
infringe-ment of an IPR with respect to the Supplies made by the Supplier
and then used in conformity with the contract, the Supplier shall be liable
to the Purchaser within the time period stipulated in Art. VIII No. 2 as follows:

a) The Supplier shall choose whether to acquire, at its own expense,
the right to use the IPR with respect to the Supplies concerned or
whether to modify the Supplies such that they no longer infringe the IPR
or replace them. If this would be unreasonable to demand from the Supplier,
the Purchaser may cancel the contract or reduce the remuneration pursuant
to the appli-cable statutory provisions.
b) The Supplier's liability to pay damages shall be governed by Art. XI.
c) The above obligations of the Supplier shall only apply if the Purchaser (i)
immediately notifies the Supplier of any such Claim asserted by the third party
in writing, (ii) does not concede the existence of an infringement and (iii)
leaves any protective measures and settlement negotiations to the discretion
of the Supplier. If the Purchaser stops using the Supplies in order to reduce
the damage or for other good reason, it shall be obliged to point out to the
third party that no acknowledgement of the alleged infringement may be
inferred from the fact that the use has been discontinued.

2. Claims of the Purchaser shall be excluded if it is itself responsible for the
infringement of an IPR.

3. Claims of the Purchaser shall also be excluded if the infringement
of the IPR is caused by specifications made by the Purchaser, to a type
of use not fore-seeable by the Supplier or to the Supplies being modified
by the Purchaser or being used together with products not provided by the Supplier.

4. In addition, with respect to Claims by the Purchaser pursuant to
No. 1 a) above, Art. VIII Nos. 4, 5, and 9 shall apply mutatis mutandis
in the event of an infringement of an IPR.

5. Where other defects in title occur, Art. VIII shall apply mutatis mutandis

6. Any other Claims of the Purchaser against the Supplier or its agents
or any such Claims exceeding the Claims provided for in this Art. IX,
based on a defect in title, shall be excluded.

1. To the extent that Supplies are impossible to be carried out, the Purchaser shall be entitled to Claim damages, unless the Supplier is not responsible for the impossibility. The Purchaser's Claim for damages shall, however, be limited to an amount of 10 % of the value of the part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of mandatory liability based on intent, gross neg-ligence or injury of life, body or health; this does not imply a change in the bürden of proof to the detriment of the Purchaser. The right of the Purchaser to cancel the contract shall remain unaffected.

2. Where unforeseeable events within the meaning of Art. IV No. 2- substantially change the economic importance or the contents of the Supplies or con-stderably affect the Supplier's business, the contract shall be adapted taking into account the principles of reasonableness and good faith. Where doing so is economically unreasonable, the Supplier shall have the right to cancel the contract. If the Supplier intends to exercise its right to cancel the contract, it shall notify the Purchaser thereof without undue delay after having realised the repercussions of the event; this shall also apply even where an extension of the delivery period had previously been agreed with the Purchaser.

1. Any Claims for damages and reimbursement of expenses the Purchaser may have (hereinafter referred to as „Claims for Damages"), based on whatever legal reason, including infringement of duties arising in connection with the contract or tort, shall be excluded.

2. The above shall not apply in the case of mandatory liability, e.g. under the German Product Liability Act {„Produkthaftungsgesetz"), in the case of intent, gross negligence, injury of life, body or health, or breach of a condi-tion which goes to the root of the contract (.wesentliche Vertragspflichten"). However, Claims for Damages arising from a breach of a condition which goes to the root of the contract shall be limited to the foreseeable damage which is intrinsic to the contract, unless caused by intent or gross negli¬gence or based on liability for injury of life, body or health. The above Provi¬sion does not imply a change in the burden of proof to the detriment of the Purchaser.

3. To the extent that the Purchaser has a valid Claim for Damages according to this Art. XI, it shall be time-barred upon expiration of the limitation period applicable to Defects pursuant to Art. VIII No. 2. In the case of Claims for damages under the German Product Liability Act, the statutory provisions governing limitation periods shall apply.

1. If the Purchaser is a businessperson, sole venue for all disputes arising directly or indirectly out of the contract shall be the Supplier's place of business. However, the Supplier may also bring an action at the Purchaser's place of business.

2. Legal relations existing in connection with this contract shall be governed by German Substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The legal invalidity of one or more provisions of this contract shall in no way affect the validity of the remaining provisions. This shall not apply if it would be unreasonable for one of the parties to continue the contract.

2.0 GENERAL PURCHASE CONDITIONS

1. Field of Application

 1.1  Our Standard Terms and Conditions for the Purchase of Import Goods shall exclusively apply to and govern all future individual orders of purchase, save as varied by express agreement accepted in writing by both parties. These Conditions shall also apply if we accept delivery of goods under the existence of the seller’s contradictory Standard terms not being subject of the order.

 1.2  These provisions extend to standard contract conditions which are used in a contract with a merchant in the course of business only. 

2. Formation of Contract – Terms of payment

 2.1  The price of the order or the seller’s quotation and offer as accepted by us shall be binding and shall be based on „delivery (duty paid)“. Prices as agreed upon shall include the costs of packing or protection required under normal transport conditions to prevent damage, and shall also include VAT. 
 
 2.2  The seller is obliged to accept our order within a term of 2 weeks.
 
 2.3  If not agreed upon otherwise in written form, payment fort he delivery shall be made within fourteen days after delivery and receipt of invoice with a 3% discount or within 30 days net. We are entitled to the rights of set-off and retention provided by law.
 
 2.4  If the market situation requires, material prices can be adapted with mutual consent (e.g. fluctuations of currencies).
 
 2.5  Invoices can only be processed in ordinary course, if they indicate the order number as displayed in the placed order; we are not liable for consequences resulting from the seller’s default in respect of this obligation.

3. Secrecy – Reserve of property 

 3.1  If applicable, the seller is obliged to maintain secrecy on all confidential information received by us in execution of the respective order and to use such information only for the purposes of the order. The seller shall not disclose such information to third parties and shall take all measures to protect this information against access by third parties. This obligation will also apply after execution of the order; it will expire when the confidential information has become generally known to the public.
 
 3.2  If applicable, we reserve our copyrights and property rights in respect of all documents, testing equipment and testing software provided to the seller; they shall be returned to us immediately after execution of the order and without express request or shall be destroyed. In case we provide the seller with components, we also reserve our property rights regarding these components. Processing and alteration by the seller will be carried out for us.

4. Delivery – Default
 
 4.1  Delivery shall be effected on due date as fixed in the order of purchase.

 4.2  The seller is obliged to give notice in writing to the buyer if a delay in delivery is to be expected.

 4.3  If the seller fails to effect delivery on due date we are entitled to all rights provided by law. In particular, we are entitled to claim restitution or to resign from the order after the effectless expiration of an adequate extension of time. If we claim restitution, the seller is entitled to prove that the default has not been caused by the seller’s fault.

 4.4  Notwithstanding any rights and claims provided by law, in case of the seller’s default we are entitled to claim a conventional penalty in the amount of 1% of the total order price for every week of the seller’s default, but not exceeding 5% and only if the seller is responsible for the default. The conventional penalty applies in addition to the fulfilment. We are obliged to declare to the seller the reserve of the conventional penalty within 10 working days, computed as of receipt of the delayed delivery of the order.

5. Transfer of risks – Transport – Transport losses
 
 5.1  If no further indication is given in the single order of purchase, the goods shall be deemed to be sold „ddp“(delivery duty paid).
 
 5.2  The way of transport prescribed has to be met. The seller is responsible for any transport losses resulting from inappropriate or insufficient packing. This also applies, if we carry out the transport of the ordered goods. 
 
 5.3  The seller shall indicate the exact order number on all delivery documents; if the seller fails to do so, delays in processing become inevitable. We are not responsible for those delays. 
 

6. Warranties – Notification of defects – Elimination of defects
 
 6.1  We are obliged to check the delivered goods for possible deviations regarding quality or quantity within an appropriate time. Hereby, spot tests are sufficient.  The notice of possible defects is deemed to be in due time, if it is obtained by the seller within a term of 5 working days, computed as of the delivery receipt respectively the detection in case of hidden defects. 
 
 6.2  Without waiving any further rights and remedies provided by law, we are entitled to require the seller to correct or replace the faulty items at the seller’s risk and expense. The right of compensation, in particular the right of compensation instead of fulfillment („Schadensersatz statt der Leistung“) is expressly reserved.

 6.3  We are entitled to eliminate any defects at the expense of the seller, if the seller does not eliminate these defects despite appointment of an appropriate term and such elimination is specifically urgent. The same applies after prior consent of the seller in written form, if the elimination of the defect by us is reasonable. The right of compensation is expressly reserved.

 6.4  Our rights hereunder shall extend to any defect or non-conformity arising or manifesting itself within 36 months after delivery. 
 
 
7. Product liability – Release

 7.1  If the seller is responsible for a product defect, the seller is obliged to hold us harmless on first demand from any third party claims for compensation, as far as the reason for this defect is located in the seller’s domain and, therefore, the seller itself is liable in relation to third parties. 
 
 7.2  In the scope of this liability the seller is also obliged to compensate according to sec. 683, 670 of the German Civil Code („Bürgerliches Gesetzbuch“ – BGB) or pursuant to sec. 830, 840, 426 BGB possible expenditures which might become necessary in connection with a product recall to be carried out by us. We will inform the seller about content and extent of the product recall and give to the seller – as far as possible - the opportunity to comments.   
 
 7.3  The aforementioned rights do not affect our rights or remedies provided by law.
 
 
8. Industrial property rights

 8.1  The seller warrants that in connection with the delivery of the goods no third party rights within the Federal Republic of Germany are violated.
 
 8.2 The seller is obliged to hold us harmless on first written demand from any claims asserted by third parties against us and resulting from such violation provided that the seller is responsible for the violation of the third party rights. Without the seller’s consent, we are not entitled to close any agreements with third parties in that respect; this concerns in particular the closing of a settlement.
 
 8.3  The release obligation of the seller applies to all our expenditures which result from or become necessary in connection with the claims of third parties.  
 
 8.4  The limitation of actions in respect of this section 8. amounts to 10 years, computed as of the date of delivery.

9. Liability insurance

The seller effects a liability insurance which covers the seller’s general liability in connection with our order and in particular the risk of our release according to section 8. The sum assured shall be appropriate.

10. Choice of Law – Place of performance – Place of Jurisdiction

These Standard Terms and Conditions as well as all individual future orders shall be governed by and construed in accordance with German law. If not otherwise stipulated in the individual order, the place of performance of the individual orders is Karlsbad/Germany. Any dispute arising out of these Standard Terms or out of the individual orders shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators designated in conformity with those rules, if the seller has its principal place of business outside the Federal Republic of Germany. Otherwise, the legal venue is Karlsruhe/Germany; however, we can bring at our discretion a claim before a court at the seller’s principal place of business.