for the delivery of components for domestic transactions (as of July 1, 2010)

I. General
1. All deliveries and services are based on these terms and conditions as well as any special contractual agreements. Deviating terms and conditions of purchase of the customer shall not become part of the contract even by acceptance of the order. In the absence of a special agreement, a contract is concluded with the written order confirmation of the supplier.

2. The supplier reserves the rights of ownership and copyright to samples, cost estimates, drawings and similar information of a physical and non-physical nature – also in electronic form; they may not be made accessible to third parties. The supplier undertakes to make information and documents designated as confidential by the customer accessible to third parties only with the customer’s consent.

II. Price and Payment
1. In the absence of a special agreement, the prices shall apply ex works including loading in the factory, but excluding packaging and unloading. In addition to the prices, value added tax at the respective statutory rate shall be added.

2. In the absence of a special agreement, payment shall be made without any deduction à conto of the supplier, namely:
1/3 down payment after receipt of the order confirmation,
1/3 as soon as the customer has been informed that the main parts are ready for dispatch, the remaining amount within one month after the transfer of risk.

3. The customer shall only be entitled to withhold payments or offset them against counterclaims insofar as its counterclaims are undisputed or have been legally established.

III. Delivery Time, Delay in Delivery
1. The delivery time results from the agreements of the contracting parties. Compliance with it by the supplier presupposes that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all obligations incumbent upon it, such as the provision of the necessary official certificates or permits or the performance of a down payment. If this is not the case, the delivery time shall be extended appropriately. This shall not apply if the supplier is responsible for the delay.

2. Compliance with the delivery time is subject to correct and timely delivery to the supplier. The supplier shall notify any impending delays as soon as possible.

3. The delivery time shall be deemed to have been met if the delivery item has left the supplier’s factory by the time it expires or readiness for dispatch has been notified. Insofar as acceptance is to take place, the date of acceptance shall be decisive – except in the case of justified refusal of acceptance – alternatively the notification of readiness for acceptance.

4. If the dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the costs incurred as a result of the delay shall be charged to the customer, commencing one month after notification of readiness for dispatch or acceptance.

5. If the non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond the supplier’s control, the delivery time shall be extended appropriately. The supplier shall notify the customer of the beginning and end of such circumstances as soon as possible.

6. The customer may withdraw from the contract without setting a deadline if the supplier is definitively unable to provide the entire service before the transfer of risk. In addition, the customer may withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and it has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the supplier’s inability to perform. In all other respects, Section VII. 2 shall apply. If the impossibility or inability to perform occurs during the acceptance delay or if the customer is solely or predominantly responsible for these circumstances, it shall remain obligated to provide consideration.

7. If the supplier is in default and the customer incurs damage as a result, it shall be entitled to demand lump-sum compensation for default. This shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. If the customer sets the supplier a reasonable deadline for performance after the due date – taking into account the statutory exceptions – and the deadline is not met, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. It undertakes to declare, at the supplier’s request, within a reasonable period of time whether it will exercise its right of withdrawal. Further claims arising from delay in delivery shall be determined exclusively in accordance with Section VII. 2 of these terms and conditions.

IV. Transfer of Risk, Acceptance
1. The risk shall pass to the customer when the delivery item has left the factory, even if partial deliveries are made or the supplier has assumed other services, e.g. the shipping costs or delivery and installation. Insofar as acceptance is to take place, this shall be decisive for the transfer of risk. It must be carried out immediately on the date of acceptance, alternatively after notification by the supplier of readiness for acceptance. The customer may not refuse acceptance in the event of a non-material defect.

2. If the dispatch or acceptance is delayed or omitted as a result of circumstances for which the supplier is not responsible, the risk shall pass to the customer from the date of notification of readiness for dispatch or acceptance. The supplier undertakes to take out the insurance policies requested by the customer at the customer’s expense.

3. Partial deliveries are permissible insofar as they are reasonable for the customer.

V. Retention of Title
1. The supplier retains ownership of the delivery item until receipt of all payments – also for any additional ancillary services owed – arising from the delivery contract.

2. The supplier shall be entitled to insure the delivery item at the customer’s expense against theft, breakage, fire, water and other damage, unless the customer itself has demonstrably taken out the insurance.

3. The customer may neither sell, pledge nor assign the delivery item as security. In the event of seizures, confiscation or other dispositions by third parties, it must notify the supplier immediately.

4. In the event of breach of contract by the customer, in particular in the event of default in payment, the supplier shall be entitled to take back the delivery item after a reminder and the customer shall be obliged to surrender it. 5. On the basis of the retention of title, the supplier may only demand the return of the delivery item if it has withdrawn from the contract.

6. The application for the opening of insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.

VI. Claims for Defects
The supplier shall be liable for material defects and defects of title in the delivery to the exclusion of further claims – subject to Section VII – as follows:

Material defects
1. All those parts shall be repaired or replaced free of charge at the supplier’s discretion which prove to be defective as a result of a circumstance prior to the transfer of risk. The supplier must be notified of the discovery of such defects in writing without delay. Replaced parts shall become the property of the supplier.

2. The customer shall give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries that appear necessary to the supplier after consultation with the supplier; otherwise the supplier shall be released from liability for the consequences arising therefrom. Only in urgent cases of endangerment of operational safety or to avert disproportionately large damage, whereby the supplier must be notified immediately, shall the customer have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the supplier.

3. Of the direct costs incurred as a result of the repair or replacement delivery, the supplier shall bear the costs of the replacement part including shipping, provided that the complaint proves to be justified. It shall also bear the costs of removal and installation, insofar as this does not result in a disproportionate burden on the supplier.

4. The customer shall have a right to withdraw from the contract within the framework of the statutory provisions if the supplier – taking into account the statutory exceptions – allows a reasonable deadline set for it for the repair or replacement delivery due to a material defect to expire fruitlessly. If there is only an insignificant defect, the customer shall only be entitled to a reduction of the contract price. The right to reduce the contract price shall otherwise remain excluded. Further claims shall be determined exclusively in accordance with Section VII. 2 of these terms and conditions.

5. No liability shall be assumed in particular in the following cases: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences – unless they are the responsibility of the supplier.

6. If the customer or a third party carries out repairs improperly, there shall be no liability on the part of the supplier for the resulting consequences. The same shall apply to changes to the delivery item made without the prior consent of the supplier.

Defects of title
7. If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the supplier shall, at its own expense, generally procure for the customer the right to continue use or modify the delivery item in a manner reasonable for the customer in such a way that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, the supplier shall also have the right to withdraw from the contract. In addition, the supplier shall indemnify the customer against undisputed or legally established claims of the property right holders concerned.

8. The obligations of the supplier mentioned in Section VI. 7 are conclusive for the case of infringement of industrial property rights or copyrights subject to Section VII. 2. They only exist if
• the customer informs the supplier immediately of asserted infringements of industrial property rights or copyrights,
• the customer supports the supplier to a reasonable extent in defending against the asserted claims or
enables the supplier to carry out the modification measures in accordance with Section VI. 7,
• all defense measures, including out-of-court settlements, remain reserved to the supplier,
• the defect of title is not based on an instruction of the customer and
• the infringement of rights was not caused by the customer having modified the delivery item on its own authority or used it in a manner not in accordance with the contract.

VII. Liability of the Supplier, Exclusion of Liability
1. If the delivery item cannot be used by the customer in accordance with the contract due to the fault of the supplier as a result of omitted or faulty execution of proposals and consultations made before or after conclusion of the contract or due to the breach of other contractual ancillary obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of Sections VI and VII. 2 shall apply to the exclusion of further claims of the customer.

2. The supplier shall only be liable for damage that has not occurred to the delivery item itself – for whatever legal reason –
a) in the event of intent,
b) in the event of gross negligence on the part of the owner/the executive bodies or executive employees,
c) in the event of culpable injury to life, body, health,
d) in the event of defects that it has fraudulently concealed,
e) within the scope of a guarantee commitment,
f) in the event of defects in the delivery item, insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used items.

In the event of culpable breach of essential contractual obligations, the supplier shall also be liable in the event of gross negligence on the part of non-executive employees and in the event of slight negligence, in the latter case limited to the contractually typical, reasonably foreseeable damage. Further claims are excluded.

VIII. Limitation
All claims of the customer – for whatever legal reason – shall become statute-barred within 12 months. The statutory periods shall apply to claims for damages in accordance with Section VII. 2 a – d and f. They shall also apply to defects in a building or to delivery items which have been used for a building in accordance with their usual manner of use and have caused its defectiveness.

IX. Software Use If software is included in the scope of delivery, the customer shall be granted a non-exclusive right to use the delivered software including its documentation. It shall be provided for use on the designated delivery item. Use of the software on more than one system is prohibited. The customer may only reproduce, revise, translate or convert the software from the object code into the source code to the extent permitted by law (§§ 69 a ff. UrhG). The customer undertakes not to remove or alter manufacturer’s information – in particular copyright notices – without the prior express consent of the supplier. All other rights to the software and the documentation, including copies, shall remain with the supplier or the software supplier. The granting of sublicenses is not permitted.

X. Applicable Law, Place of Jurisdiction
1. All legal relations between the supplier and the customer shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relations between domestic parties.
2. The place of jurisdiction shall be the court responsible for the supplier’s registered office. However, the supplier shall also be entitled to bring an action at the customer’s principal place of business.