Dicojet

The exclusive base of the deliveries, performances and offers of the manufacturer are the General Business Conditions. Therefore they will also be valid for all business connections in future, even if not particularly agreed. The receipt of the products and performances at the latest will be understood as the acceptance of the conditions. The distributor cannot lodge an objection due to his own business and purchase conditions.

All conditions which will be agreed between manufacturer and distributor to implement the contract have to be put down in writing as part of this contract.

The manufacturer`s offers are open and tentative. To have legal validity, receipts and orders need to be acknowledged by the manufacturer in writing or by telex/telefax.

Drawings, diagrams, weights and measures or other performance specifications are only with obligation if especially agreed in a written form.

The employees of the manufacturer`s sales department do not have the authority to agree verbal to anything not stated in the written contract.

As far as not differently mentioned, the manufacturer maintains his quotations over 30 days from the day of tendering. Decisive are the prices stated in the acknowledgement plus the legal sales tax. Additional deliveries and performances will be charged separately.

In case of delays in delivery of of performances due to acts of God or other circumstances beyond the manufacturer`s control (strike, lockout, official orders), even when occurs at the manufacturer`s suppliers or their sub-suppliers, the manufacturer does not has to keep delivery periods and deadlines, even when they are agreed with obligation. Such a case justifies the manufacturer to postpone the delivery or performances for the duration of the hindrance plus an appropriated time to get going. The manufacturer is even justified to withdraw the complete contract or a part of it due to his failure to perform part of the contract.

If the delay lasts longer than 3 months, the distributor is justified to rescind the contract after he has fixed an appropriated final dedline for delivery. If there is a delay in the delivery or the manufacturer is released from his commitment, the distributor has no right to demand compensation. Above mentioned is only valid if the manufacturer has informed the distributor of these difficulties as soon as they arise.

If there are no unusual circumstances as reason for the delay and the manufacturer does not deliver within the obliging period of time, the distributor has the right to demand compensations in the height of ½ % for each completed week of the delay, but in total not more than 5 % of the invoice amount ot the products and performances which are affected by the delay. Claims above that are not possible, unless, the delay is at least based on the criminal negligence of the manufacturer.

The manufacturer will keep his delivery- and performance obligations, provided that the distributor meets his responsibilities according to the rules and in tiime.

If the distributor is in delay to take in the deliveries, the manufacturer is justified to claim compensation for costs which result, from the time of the delay to take in the deliveries the risk of worsening and loss due to acts of God is going over to the distributor.

The risk is going over to the distributor as soon as the shipment has been handed over to the person who effects the transport or left the warehouse of the manufacturer for being forwarded. If the dispatch will be impossible due to circumstances beyond the manufachturer`s control, the risk is going over to the distributor at the same time as he will be informed that the products are ready for delivery.

The manufacturer guarantees that the products will be free of defects in material and production. The products are guaranteed for six 6 months, the guarantee becomes operative on the delivery date.

In case that the distributor does not comply with the operating- or maintenance instructions of the manufacturer, carries out any changes on the products, changes particles or uses consumable material which does not meet with the original specification, any warranty is no longer applicable, if the distributor cannot refue the fundamental claim that one of the mentioned circumstances has caused the defect.

The distributor has to report the defect to the service manager of the manufacturer immediately in writing, at the latest within on week after date of receipt of the defective product. Defects, which cannot be discovered within the above mentioned period of time, even when the products have been carefully inspected, have to be reported to the manufacturer immediately in writing after detection.

a.) The defective product or implement will be shipped to the manufacturer to be repaired and afterwards to be send back chargeable to the distributor.

b.) The products or implement will be ready at the distributor`s facilities to be repaired by a service technician of the manufacturer. If the distributor demands that the repair work due to warranties shall be done at a special place, the manufacturer can allow this. The parts which have to be replaced in the course of the guarantee will not be charged, the working time and travelling expenses has to be paid on basis of the standard charges of the manufacturer.

If it will fail to put the finishing touches within an appropriated time and if it is the fault of the manufacturer, the distributor is justified to claim a reduction in price or to rescind the contract.

Until amortisation of the full payment (drawing account including) which the manufacturer is entitled to demand presently or in future due to each legal claim, the following securities are granted to the manufacturer. He can decide when and which option is due, as far as ist worth topes the debts lasting more than 20%.

The manufacturer remains as the proprietor of the products. Processing or changes of the products are always carried out for the manufacturer, however without obligation for him. If the (co)-ownership expires due to usages which cannot be annuled, it already now will be agreed that the (co)-ownership of the distributor to the standard article will worth pro rate (invoice worth) go over to the manufacturer. The distributor will keep the (co)-ownership of the manufacturer free of charge. The products of which the manufacturer is (co)-owner will be called conditional products in the following.

The distributor is justified to process and sell the conditional products within his regular business transactions, as far as he is not in default. He is not permitted to pawn the products or to use them as security assignments. The distributor gives the manufacturer an assignment of a claim regarding the outstanding amount in total (drawing account including) which results out of the sales or other legal claims (insurance, unauthorised actions). The manufacturer revocable authorises the distributor to collect the assigned debts on the manufacturer`s account in the distributors name. This authority of collection is only then revocable, if the distributor does not comply with his liability to pay.

If third parties put in a claim for the conditional products, especially if an attachment forms the basis of it, the distributor has to point out that the manufacturer is the owner of the products and must immediately inform the manufacturer about the circumstances so that he is able to push through his right of ownership. As far as the third party is not in the position to reimburse the judicial or non-judicial costs in connection with this circumstances, the distributor is liable for them.

If the distributor is in breach of the contract – especially delay in payment – the manufacturer is justified to claim back the products or, should the situation arise, demand the assignation of the distributor`s claims against third parties. Neither the claiming back of the conditional products nor their attachment means a withdrawal of the contract.

As far as not differently agreed, the manufacturer`s account has to be settled immediately after receipt of the invoice and without any discount. The manufacturer is justified to use the remittance of the distributor to first settle outstanding debts, although the conditions of the distributor are different. The manufacturer will inform the distributor how payment has been made. If there did already arise costs and interests, the manufacturer is justified to use the remittance first to settle the costs, then the interests and last of all the main-performance.

A payment by transfer, cheque or any other payment instrument is only understood as effected when the manufacturer has got the amount to his disposal.

If there is a delay in payment, the manufacturer is justified from that time on to charge interests in the height of 5% over the respective discount rate of the Deutsche Bundesbank, which is understood as a compensation paid as a lump sum. It is also possible that the distributor has to pay the manufacturer`s real loss of interests. They can then be fixed lower when the distributor can furnish proof of a lower loss, the report of a larger loss by the manufacturer will always be permitted.

If the manufacturer will get knowledge of circumstances which give cause to believe that the distributor will probably not be creditworthy anymore, especially when the manufacturer cannot cash in a cheque or the distributor fails to pay, the manufacturer is justified to claim the outstanding amount in total, even if he has already taken a cheque. He is also justified to demand an advance payment or securities.

If the distributor discovers any error or discepancy he is not entitled to offset one invoice against the other, to claim a reduction in price or completely not to effect the payment, apart from claims which are undisputed and with legal validity.

- It is the manufacturer`s right to carry out constructional changes at any time, but he is not obliged to carry out these changes on products which are already delivered.

Claiming for compensation due to a deficiency, to a fault happened at the conclusion of the contract or to an not allowed action is neither possible against the manufacturer nor against his subcontractors, as far as no criminal negligence form the basis of it. This clause applies also to claims due to nonfeasance, but only in case that the compensation is demanded for indirect or knock-on defects, exept the liability is based on a warranty which shall cover the distributor`s risk of such compensations. Each liability is limited on the invoice amount agreed in the contract.

The Business Conditions and the legal transactions between manufacturer and distributor are due to the law of the Bundesrepublik Deutschland.

As far as the distributor is trader analogous to the German HGB (code of commercial law), a legal entity of the public law or "Sondervermögen" of the public law, for all disputes in direct or indirect connection to the contract excusively Büdingen will be plase of jurisdiction.

If one of the agreements which are part of the General Business Conditions or conditions agreed separately are or become voided, the other conditions and agreements remain in effect.