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Terms & Conditions 

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Terms and Conditions
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Sales and Delivery Conditions for Export 

of Grimm AG Fabrik für Feinwerktechnik, D-78559 Gosheim

I. General, Scope
1) All current and future quotations, deliveries and other services provided by Grimm AG Fabrik für Feinwerktechnik to purchasers named in paragraph 2 are subject exclusively to these "Sales and Delivery Conditions for Export". General terms and con ditions of the purchaser which are inconsistent therewith shall be without effect in respect of the supplier.
2) Our "Sales and Delivery Conditions for Export" apply exclusively to purchasers outside the Federal Republic of Germany who are trading in their normal professional or busi ness capacity when they sign the contract.

II. Contract Content, Contract Conclusion
1) Particulars and information contained in product catalogues and price lists only be come a binding part of the contract provided that they are expressly referred to therein.
2) The content of purchase orders with contract conditions and delivery and service provisionsare definitive and shall become binding only once confirmed by us in writing. Subsidiary agreements, verbal statements by employees or representatives and changes to confirmed orders (including changes to delivery items) must be made in writing by us to be applicable.

III. Subject of Contract, Deviations Provision

1) The subject of the contract shall be exclusively determined by the product description contained in the quotation or in our purchase order confirmation.
2) We reserve the right to make changes to the construction or in the materials used whichdeviate from the product description agreed to in the contract insofar as the normal usage of the goods or the usage presupposed in the contract is not essentially or nega tively influenced and provided that the changes are not unreasonable for the purchaser.

IV. Prices

1) Except if otherwise agreed, prices shall be understood ex-works (EXW) plus costs of packaging, transport and insurance costs, and plus taxes and other charges related to the delivery. Payments shall be made in the currency stated in our quotation or order confirmation.
2) In the case of contracts with an agreed delivery time in excess of six weeks both parties may demand a change in the price to the extent that circumstances arise after the conclusion of the contract, that are outside the control of the parties and that have an influence on the price, such as cost increases or decreases due to wage settlements or changes in the price of materials, for example. The change in price shall be limited to the extent that is required to cover the associated cost increase or decrease. A party to the contract also has a similar right to a price adjustment when delays arise that are no fault of this party and which lead to a delivery time of more than six weeks.

V. Payment
1) For payments made within 14 days of the date of invoice we allow a discount of 2% of the invoiced amount. No discounts will be allowed if the purchaser is in arrears with payments for previous deliveries. Otherwise payments must be made to the account stated in our invoice within 30 days from date of invoice free of charges and without any discount. Independently of the means of payment, the payment shall only then be accepted as having been made when the full amount on the invoice has been credited irrevo cably to our account so that we have access to it (receipt of payment). The purchaser shall bear all additional costs that arise from his choice of means of payment.
2) Should the purchaser fail to make payment within the 30 days stated in paragraph 1 above, we can demand interest of 8 percentage points over the main refinancing operations rate of the European Central Bank without prejudice to any other remedies. We are also at liberty to prove actual greater damages.
3) An offset or netting off of counter claims or the right to withhold payment is only per mitted with our approval or if the purchaser has obtained a final judgment on legal claims or if the legal claims are recognized, uncontested or accepted by us.

VI. Delivery Period, Credit Worthiness, Acceptance
1) If a delivery period is agreed to then it begins from the date at which the order is confirmed by us, however, not before the purchaser has supplied all the required documentation and answers to all the technical questions asked of him and the specification of the individual details of the desired model have been completely cleared up.
2) The delivery date specified has been met if prior to its expiry the conditions for the transfer of risk in accordance with section VII, paragraph 2 have been fulfilled.
3) The delivery date specified shall be extended accordingly if we are unable to meet our delivery obligations at all or in time for reasons that lie beyond our control and which could not be reasonably foreseen by us at the time the contract was concluded. Amongst the obstacles that lie beyond our control is in particular the untimely and im proper delivery of material from our suppliers. The start and end of the obstacle will be communicated as soon as possible to the purchaser. If the delay is in excess of three months or if it appears likely that it will be more than three months, then the purchaser or we can declare
the contract as avoided.
4) If after the conclusion of the contract we become aware of circumstances that lead us to have well-founded doubts about the credit worthiness or ability to pay of the purchaser and there is a consequent danger that payments due to us under the contract will not be made, then we have the right to deny our services so long until the payment is made in accordance with the contract or security is provided for the payment and the purchaser has discharged any other claims that arose from the business relationship and which are economically associated with the contract in question.
5) Unless otherwise agreed, the purchaser is obliged to take over the goods within 10 days after being notified of their being at his disposal at our place of business in D-78559 Gosheim, Germany. Exceeding such period by more than 3 days constitutes a fundamental breach of contract and entitles us, without prejudice to other remedies, to arrange for the carriage of the goods to the purchaser and to charge him for it and for the associated formalities. Not taking over the goods does not release the purchaser from his obligation to pay the purchase price.
6) If we deliver a quantity of goods in excess of that provided for in the contract the purchaser may either take delivery or refuse to take delivery of the excess quantity. If the purchaser takes delivery of the excess quantity in whole or in part, he is obliged to pay for it in accordance with the contract rate, Provided that the variance in quantity deliv ered is not more than 10%, the purchaser is required to accept and pay for it despite the terms in sentence 1 above.

VII. Delivery, Dispatch and Risk Transfer
1) The place of delivery is determined in accordance with the delivery clauses, drawn up under the Incoterms 2000 and agreed between us and the purchaser. Unless another special delivery clause has been agreed, delivery shall be made ex-works (EXW) at our place of business in D-78559 Gosheim, Germany regardless of who bears the costs of transportation. Transport of goods to the purchaser shall be at his risk.
2) Unless otherwise agreed, risk shall pass to the purchaser at the time that the goods are made available to him. If the goods am transported to the purchaser the risk shall pass to the purchaser at the latest at the time when the goods are handed over to the first carrier for transmission to the purchaser. If the carriage of the goods should be delayed as a result of circumstances beyond our control, then risk shall pass to the purchaser at the time when our readiness for dispatch is communicated to him.
3) At the request of the purchaser all goods may be insured at his expense from the point in time of risk transfer. In case of a claim we will assign to purchaser claims against the insurance policy, simultaneously with and in exchange for the contractual performance by the purchaser (including repayment of the insurance premiums).

VIII. Lack of Conformity of Goods or Documents, Notice of Defects, Warranty
1) The purchaser must give us notice in writing of a lack of conformity of the goods or documents which could be discovered when taking them over within as short a period as is practicable in the circumstances, but no later than one week, after he has taken over them, specifying in detail the nature of the lack of conformity. Further, the purchaser has a duty to examine the goods or documents promptly but no later than one week after taking them over.The purchaser loses the right to rely on a lack of conformity of the goods if he does not give notice to us specifying the nature of the lack of conformity within one week after he ties discovered it or ought to have discovered it, notwithstand ing the reasons the purchaser may have for not adhering to these requirements. Written notice of defects discovered must be dispatched to us by the purchaser no later than one week of taking.over the goods or of the discovery of a lack of conformity. Additional ly, the notice of defects, promptly dispatched by the purchaser, must actually reach our hands.
2) If after the purchaser has given notice of defects, no lack of conformity of the delivered goods can be determined, the purchaser is obliged to pay us the costs associated with the inspection of the delivered items.
3) In case of a lack of conformity of goods or documents we are entitled to remedy it by repair or replacement even after the agreed date of delivery. Unless otherwise agreed to in the contract or as a result of circumstances relating to the conclusion of the contract, in particular the negotiations that took place, a lack of conformity does riot exist if the goods do not correspond to the valid technical and other standards in the country of destination (location of the purchaser) or if the goods are not fit for the purposes for which goods of the same description would ordinarily be used.
4) Insofar as the lack of conformity of goods or documents is not remedied by repair or replacement within a reasonable time, the purchaser is entitled to request a reduction in the purchase price in the same proportion as the value that the goods actually delivered had at the time of the delivery bears to the value that conforming goods would have had at
that time.
5) In case of a lack of conformity of goods or documents the purchaser is not entitled to demand a cancellation of the contract instead of a reduction of purchase price unless the lack of conformity amounts to a fundamental breach of contract. No fundamental breach of contract shall exist if we remedy the lack of conformity within a reasonable period to be fixed by the purchaser but which shall not be less than six weeks.
6) The purchaser's rights to warranty claims expire within twelve months after ttie goods have been taken over by the purchaser.

IX. Liability, Compensation
1) Our liability for compensation, in particular consequential loss due to late delivery or a lack of conformity of the goods or documents, is specifically excluded except if it results from intention or gross negligence.
2) Our liability in accordance with applicable and contractually unchangeable legal product
 iability regulations remains unaffected.

X. Reservation of Title
1) Title to the delivered goods is retained by us until the purchase price of the goods has been paid in full in accordance with section V, paragraph 1, provided such a reservation of title is legal under the applicable laws.
2) The purchaser must take all measures that are necessary to secure this right to property title or to procure equivalent security rights in the country of his place of business. Noncompliance by the purchaser of this duty constitutes a fundamental breach of contract.
3) The arrangements for the reservation of title do not affect the conditions for the transfer
of risk stated in section VII, paragraph 2.

XI. Place of Jurisdiction, Applicable Law
1) Any legal disputes arising from this contract shall be governed exclusively by the courts in our place of business in D-78559 Gosheim, Germany. Notwithstanding sentence 1 we are also entitled to take the purchaser to court in his place of business.
2) The contract shall be governed by the laws of the United Nations Convention on the International Sale of Goods (CISG) dated April 11 1980. Legal questions concerning matters which are not governed by this Convention or which cannot be settled in con formity with the general principles on which it is based, shall be subject to the provisions of Swiss
law.

XII. Final Provisions
1) In the event that any individual term or provision of the present Sales and Delivery Conditions or any agreement made based thereon should for any reason be held to be invalid or legally unenforceable in any respect, such invalidity or unenforceability shall not affect any other term or provision of the contract. In case of such en invalid or legally unenforceable term or provision the parties shall jointly seek an arrangement having a legal and economic effect which will be as similar as possible to the invalid or legally unenforceable provision.
2) The parties are jointly obliged to undertake whatever measures are necessary to achieve the purpose of the contract and to refrain from any activities that could have an adverse effect.