alwitra GmbH & Co. Klaus Göbel
Am Forst 1
D - 54296 Trier
Phone: +49 651 / 91 02 - 0
Fax: +49 651 / 91 02 - 500
E-Mail: alwitra@alwitra.de

HR Wittlich A 2548
VAT No. DE 149 834 211
Management: ass. jur. Joachim Gussner, Stefan Rehlinger


I.
All offers are without engagement and non-binding. They are based on the currently valid General Terms and Conditions of Delivery and Payment (AGB).

II. CONTRACT CONCLUSION/CONTRACT CONTENTS
a) The conclusion of a sales contract shall be deemed valid only after written confirmation by alwitra GmbH & Co. works, Trier.
Upon confirmation, only the contract confirmed in writing and agreed upon, as well as the General Terms and Conditions of alwitra GmbH & Co., shall become content of the contract.
Any subsidiary agreements or further arrangements shall insofar be subject to explicit and written confirmation by alwitra GmbH & Co. The requirement for written form insofar can be waived only in writing.

b) Any General Terms and Conditions of the customer of alwitra GmbH & Co. which are to the contrary shall not be accepted and shall only become part of the contract by explicit and written confirmation thereof by alwitra GmbH & Co. Thus, the General Terms and Conditions of alwitra GmbH & Co. shall become an integral part of the contract, notwithstanding any objections of the customer.
No objections against the General Terms and Conditions of alwitra GmbH & Co. shall be accepted after written confirmation of the sales contract, i. e. the General Terms and Conditions of alwitra GmbH & Co. shall be deemed irrevocably accepted upon written confirmation of the order by alwitra GmbH & Co. Any objection made by alwitra GmbH & Co. also affects any contract confirmation made without explicit objection against General Terms and Conditions of the customer that are to the contrary.

c) The entire contractual relationship (from conclusion to execution of contract) shall be exclusively subject to the law of the Federal Republic of Germany, under exclusion of any other sales laws.
Only the written contents of the contract shall be deemed binding to the parties; exceptions from the requirement for written form can be agreed upon only in writing.

III. PRICES / PAYMENT
All prices shall be calculated free in ex works or warehouse, if not agreed upon otherwise by the parties in writing.
Prices of alwitra GmbH & Co that are valid upon confirmation of the sales contract shall be applicable.
In the case of composition proceedings, insolvency proceedings or late payments, any granted discounts or credit for freight costs shall not apply.
Cash discount agreements shall imply that the amount invoiced has to be credited to the business account of alwitra GmbH & Co. by the end of the agreed discount term at the latest.

IV. TIMES OF DELIVERY
a) Prospective dates or times of delivery shall not be binding.
If the non-binding date of delivery is exceeded by more than three weeks, the customer, prior to declaring his withdrawal from the contract, has to set a period of grace for delivery of 10 working days.
If at the expiry of this period of grace alwitra GmbH & Co. still cannot ensure the delivery, the customer shall be entitled to withdraw from the contract.
In this case the customer's claim for damages shall be limited to cases of gross negligence and wilful misconduct by alwitra GmbH & Co.

b) Partial deliveries shall be permissible. alwitra GmbH & Co. reserves the right to make deliveries that exceed the ordered amount by up to 5%, the invoicing by alwitra GmbH & Co. insofar shall also be based on the respective valid prices.

V. TECHNICAL DATA
Dimension, mass and other technical data shall be indicated based on existing technical specifications and with regard to established production dimensions/standard production dimensions. No technical data must be considered as a warranty of any merchandise properties.

VI. PACKING AND FREIGHT, TRANSPORT RISK
Packing and freight costs – if not agreed upon otherwise in writing – shall be charged to the customer (§ 448, para. 1 German Civil Code (BGB)).
Upon delivery of the goods, the risk of loss of the merchandise shall pass over to the buyer(s) at delivery of the merchandise/freight by alwitra GmbH & Co. to the forwarding agent, the carrier or any other person or organisation entrusted with the shipment. This shall also apply in cases where the freight costs are borne by alwitra GmbH & Co. alwitra GmbH & Co. shall not be liable for the complete arrival of the merchandise in good time, the route and the means of shipment or the packing, except for cases of gross negligence and wilful misconduct. As for the rest, § 447 para. 2 BGB shall apply.
The return of merchandise shall be accepted only upon prior written agreement and with freight costs paid. In such cases the customer shall bear the transport risk until the handing over of the merchandise to alwitra GmbH & Co. Any changes in the place of delivery or destination after award of the order shall become effective only upon written confirmation by alwitra GmbH & Co. Any costs incurred hereby shall be charged to the invoice recipient.

VII. LIABILITY AND DEFECTS
a) Complaints and reclamations shall be admitted only if they are submitted to alwitra GmbH & Co. in writing immediately, i. e. within 14 days after receipt of the merchandise and before its processing.
Latent defects will only be admitted if asserted in writing within 14 days of discovery, however at the latest within 6 months of delivery of the merchandise.

b) If the signed sales contract to alwitra GmbH & Co. and its contractual partner is a commercial transaction, § 377 of the German Commercial Code (HGB) shall apply.

c) Industry-standard and material-dependent tolerances are reserved.

d) In the case of legitimate complaints and reclamations, alwitra GmbH & Co. shall be entitled to repair the rejected merchandise prior to the execution of any statutory warranty claims by the other party. alwitra GmbH & Co. is obliged to carry out any compensation deliveries or repair within 10 days of the receipt of the complaint or reclamation of the other party.

e) The liability of alwitra GmbH & Co. for further claims, especially as regards consequential damage caused by a defect, as well as for lost profit or other financial losses shall be limited to cases of wilful misconduct and gross negligence. This exemption from liability shall not be effective if alwitra GmbH & Co. has warranted certain properties of the merchandise in written form.

f) In the case of consumer goods purchases, the requirements of §§ 474 ff. BGB shall apply.

VIII. ENTITLEMENT TO DAMAGES BY ALWITRA GMBH & CO.
In case the customer is in arrears with receiving the contractual merchandise or finally rejects the receipt, alwitra GmbH & Co. shall be entitled to withdraw from the contract.
Upon execution of the right of withdrawal, the customer shall pay lump sum damages of 15% of the net contract value; alwitra GmbH & Co. reserves the right to provide evidence for higher damage. It shall be in the customer's discretion to provide evidence for lesser or no damage.
alwitra GmbH & Co. shall be entitled to apply a reminder charge of 10.00 € plus VAT for every reminder notice following the first reminder.

IX. TERMS OF PAYMENT
a) Invoices shall be payable by bank direct debit. Export transaction payments shall be subject to individual conditions to be agreed upon.
Irrespective of the means of payment, payments shall be only deemed effective after alwitra GmbH & Co. has gained loss-free disposal of the amount due.

b) At late payments by the customer/purchaser, alwitra GmbH & Co. shall charge interest on late payments at the German Federal Bank base rate plus 5 percent points per year (see §288 BGB) plus VAT. For legal transactions, in which no consumer is involved, the interest rate for remuneration shall be 8 percent points above the base rate (see § 288 para. 2 BGB).
Interest on late payments shall be calculated at a higher or lower rate, if alwitra GmbH & Co. can provide evidence for a higher interest rate or the customer/purchaser for a lower interest rate.

c) The customer can only offset against receivables if the counterclaim drawn up for offset is undisputed or has been legally ascertained.
The customer/purchaser shall only be entitled to exercise his right of retention if the claims admitted or not disputed by alwitra GmbH & Co. or legally ascertained are based on the same contractual relationship as the receivables of alwitra GmbH & Co.

d) Any payment shall be applied to the oldest outstanding receivables of the business relationship.

e) alwitra GmbH & Co. shall reserve the right to reject the execution of proposed orders until full payment of prior services.
If the customer is in arrears with a due payment or if his financial circumstances become significantly worse, especially with the opening of insolvency proceedings or statutory declaration of insolvency, alwitra GmbH & Co. shall be entitled to withdraw from any part of a contract not yet executed, or to demand cash payment or provision of a security in the form of a directly enforceable and irrevocable guarantee issued by a credit institute authorised as a domestic customs and tax guarantor for any further delivery. In addition, alwitra GmbH & Co. shall be entitled to demand the securing of the merchandise.
Reference of a respectable credit agency or bank shall also be considered proof of a significant deterioration of the customer's financial circumstances.

X. RETENTION OF TITLE
a) alwitra GmbH & Co. shall retain unconditional title to all merchandise delivered until receipt of payment in full of all receivables arising from the signed contract by the customer.

b) If the customer is a public legal entity, special assets under public law or a merchant to whom the signed contract is part of his commercial activities, the retention of title shall also include receivables of alwitra GmbH & Co. arising from the current business relationship with the customer, especially until any balance on the current account is settled.

c) alwitra GmbH & Co. shall only be obliged to abandon the right of retention of title if the customer has paid all receivables arising from the sales contract (section a) or other current business relationship (section b) or has provided adequate collateral, which can be produced only by a credit institute authorised as a domestic customs and tax guarantor in the form of an irrevocable guarantee containing the waiver of benefit of discussion according to § 773, para. 1, s. 1 BGB.

d) The customer shall be obliged to insure adequately the delivered merchandise under retention of title against theft, breakage, fire, water or any other damage and shall produce proof of insurance on first demand within five working days upon receipt of the demand.
If the customer fails to comply with the demand in due time, alwitra GmbH & Co. shall be entitled to insure the delivered merchandise itself at the customer's/purchaser's expense.

e) The customer must not pledge nor assign the delivered merchandise for security.
In the case of attachment or seizure of the delivered merchandise, the customer is obliged to inform alwitra GmbH & Co. in writing immediately, however, not later than within three working days after application of the attachment or seizure.
The customer shall bear any expenses required for removing access or recovering the delivered merchandise, if the costs cannot be claimed from a third party.
alwitra GmbH & Co. shall be entitled, on the basis of a written demand, to claim an adequate advance, which is due within five working days upon receipt of the demand.

f) As long as the right of retention of title of alwitra GmbH & Co. is in force, pledging, assignment for security, leasing or any other kind of transfer of the delivered merchandise impeding the security of alwitra GmbH & Co.
shall be permissible only upon prior written consent, requiring the signature of the managing director of alwitra GmbH & Co., who has sole power of representation, or the signature of two authorised representatives of alwitra GmbH & Co. with power of procuration.

g) However, the customer shall be entitled to dispose of the merchandise delivered by alwitra GmbH & Co. in ordinary business, provided the customer receives cash payment from his customer, or with the reservation that the title will be passed to his customer only after his complete fulfilment of the obligations resulting from the sales contract.
In case of resale the customer/purchaser herewith assigns his receivables to alwitra GmbH & Co., without the need for any further special declaration.
If the conditional merchandise of alwitra GmbH & Co. is resold together with other items, without an individual price for the conditional merchandise of alwitra GmbH & Co being agreed upon, the customer assigns the part of the overall claim that equals the value of the receivables of alwitra GmbH & Co., to alwitra GmbH & Co. with priority over the remaining claim.
Until cancelled in writing by alwitra GmbH & Co., the customer shall be entitled to independently collect the receivables from the resale. However, the customer/purchaser shall not be entitled to pledge or assign receivables resulting from the disposal to a third party for safety.
If the customer is in arrears with fulfilling the obligations arising from the business relationship with alwitra GmbH & Co., the latter shall be entitled to revoke the direct debit authorisation; upon written demand, the customer shall be obliged to inform his customer within three working days upon receipt of the demand about the assignment in writing and to provide alwitra GmbH & Co. within the same period with any information and documents that may be required for collection of the receivables. Any costs connected with the collection of receivables and possible interventions shall be borne by the customer, unless the costs can be collected from a third party. alwitra GmbH & Co. shall be entitled, on the basis of a written demand, to claim an adequate advance, which is due within five working days upon receipt of the demand by the customer.

h) The customer shall be entitled to process, remodel or combine the conditional merchandise with other items. Processing, remodelling and combining are carried out for alwitra GmbH & Co. The latter immediately becomes the owner of the object manufactured by processing, remodelling or combining.
If this is not possible for legal reasons, alwitra GmbH & Co. and the customer agree that alwitra GmbH & Co., at any time of the processing, remodelling or combining, shall be the owner of the new object and be deemed its manufacturer. The customer shall store the new object for alwitra GmbH & Co. applying the due diligence of a responsible merchant. The processed, remodelled or new object resulting from combining shall be deemed conditional merchandise.

i) In case of processing, remodelling or combining with other items which do not belong to the customer, alwitra GmbH & Co. shall be entitled to coownership of the new object at a share calculated on the basis of the value ratio between the processed, remodelled or combined conditional merchandise and the new object.

j) In case of sale of the new object according to sections h) and i) the customer herewith assigns a claim resulting from the resale, including all ancillary rights, to alwitra GmbH & Co. against the purchaser for security, without the need for any further special declaration. The assignment shall not exceed an amount that equals the value of the processed, remodelled or combined conditional merchandise invoiced by alwitra GmbH & Co. The share of the claim assigned to alwitra GmbH & Co. shall have priority over the remaining claim.

k) If the conditional merchandise is combined by the customer with real estate or movable goods, the customer shall also assign his claims which he is entitled to as a remuneration for the combining, including all ancillary rights, to alwitra GmbH & Co. for security, without the need for any further special declaration. As regards the amount of the assigned claim section j) shall be valid correspondingly.

l) alwitra GmbH & Co. shall be entitled to take possession of the conditional merchandise, if the customer defaults the fulfilment of his obligations arising from the business relationship. The demand for restitution or taking possession shall not be deemed as a withdrawal from the contract. alwitra GmbH & Co. shall be entitled to assess the conditional merchandise after taking possession and to satisfy its claims from the proceeds with account to the receivables due.

m) If the value of the securities exceeds the claims of alwitra GmbH & Co. against the customer from the current business relationship by more than 20 %, alwitra GmbH & Co. shall be obliged, upon demand of the customer, to release securities insofar at his discretion.

n) After complete satisfaction of all claims of alwitra GmbH & Co. arising from the current business relationship, the title to the conditional merchandise, to the coowned shares of processed, remodelled or combined items and to the assigned receivables shall pass over to the customer.

XI. STOPPAGE OF PAYMENTS
If customer/purchaser payments to alwitra GmbH & Co. are stopped, the merchandise still remaining at the latter shall serve as a security for the fulfilment hereof. Merchandise not yet delivered by alwitra GmbH & Co. shall also serve as security for the claims of alwitra GmbH & Co., whether the merchandise is paid for or not, unless the merchandise still on the premises of the customer is under retention of title of a third party.
Prior to complete payment of the merchandise delivered by alwitra GmbH & Co., in the case of stoppage of payments, the latter shall have the right to separation or the right to separation of a substitute for the object of separation according to § 47 and § 48 of the Insolvency Statute.
In case alwitra GmbH & Co., based on the retention of title clause (see section 10), takes back merchandise, the customer shall be obliged to return it free of costs and shall be liable towards alwitra GmbH & Co. for losses in value, costs arising and lost profit incurred to alwitra GmbH & Co.
Any freight costs resulting from the return of the conditional merchandise shall be borne entirely by the customer.

XII. TRANSFER OF RIGHTS
The rights of the customer arising from this contract may be transferred to a third party only upon prior written consent of alwitra GmbH & Co.
Written consent is mandatory, requiring the signature of the managing director of alwitra GmbH & Co., who has sole power of representation, or the signature of two of its representatives with power of procuration.
Given consent for the transfer of rights shall not release the customer of alwitra GmbH & Co. from his payment obligations to the latter.

XIII. COPYRIGHT
alwitra GmbH & Co. retains the copyright to any illustrations, drawings or other documents provided or made available by alwitra GmbH & Co. now or in the future.

XIV. TECHNICAL CONSULTATION
As a service alwitra GmbH & Co. offers technical consultation and free-of-charge support for on-site measurement by staff technical consultants.
alwitra GmbH & Co. shall not assume any liability for this voluntary and free-of-charge service provided by alwitra GmbH & Co. in the framework of its manufacturer and installation instructions (latest edition).
Any mistakes made by staff members of alwitra GmbH & Co. shall be in the sole responsibility of the respective customer, except that the mistakes result from wilful misconduct or gross negligence of the employees of alwitra GmbH & Co.

XV. DATA PROTECTION
Pursuant to § 28 of the Federal Data Protection Act (BDSG), alwitra GmbH & Co. points out that commercial data on the customer/purchaser shall be stored within the legal framework of the Data Protection Act.

XVI. JURISDICTION AND PLACE OF PERFORMANCE
The place of performance for any deliveries and payments shall be Trier, Germany.
For all disputes arising out of the business relationship, if the customer of alwitra GmbH & Co. is a full merchant, a public legal entity or special assets under public law, lawsuits shall be filed at the court having regional and factual jurisdiction for the head office of alwitra GmbH & Co. (Trier).
The aforementioned jurisdiction shall also be deemed agreed upon for bills of exchange and cheques receivable, if the customer of alwitra GmbH & Co. is a full merchant, a public legal entity or special assets under public law.
The same jurisdiction shall be deemed agreed upon, if the customer/purchaser of alwitra GmbH & Co. has no national place of general jurisdiction, if he has transferred his permanent dwelling or usual place of residence abroad or if his permanent dwelling or usual place of residence is unknown at the time of filing the suit (see § 38 para. 3 of the Code of Civil Procedure (ZPO)).
If the customer of alwitra GmbH & Co. has its registered office in a member state of the European Community, the head office of alwitra GmbH & Co. shall be deemed place of jurisdiction for both parties in accordance with art. 17 of the European Civil Jurisdiction Convention (EuGVÜ) for any disputes arising out of the contract relationship.
The law of the Federal Republic of Germany shall be applicable.

XVII. SUPPLEMENTARY PROVISIONS
If the aforementioned General Terms and Conditions of alwitra GmbH & Co. are or become invalid in total or in part, the validity of the other provisions shall not be affected.
The invalid provision is to be replaced by a valid provision, that comes as close as possible to the intended objective of the contract, or by the corresponding valid statutory provision.
Amendments and additions to the General Terms and Conditions of alwitra GmbH & Co. must be in writing. This requirement for written form also applies to the suspension of the requirement for written form.