Terms and Conditions

General Terms and Conditions of
STEIN Service - Sibylle Mozer

as of 09/2008-02



§ 1 Applicability, written confirmation

1. Our general terms and conditions apply only to companies and entrepreneurs (§ 14 BGB). Our general terms and conditions apply exclusively and for all future business to the customer and we have no obligation to make special reference to this condition. We do not recognise contradictory conditions or those of the purchaser that deviate from our general terms and conditions even though we may fulfil the contract without reservation, unless agreed otherwise in writing. Supplements, alterations or additional agreements are only binding if they have been confirmed by the supplier in writing.

2. Unless otherwise agreed under these conditions of sale, the terms and definitions of INCOTERMS 2000 shall apply.

§ 2 Conclusion of contract

1. The supplier's delivery and price quotations together with other technical descriptions or information in quotations, brochures, the internet and other information material are not binding and remain subject to confirmation. Details given by us in quotations and public statements, through the manufacturer and their agents (§ 434 I 3 BGB), only become a part of the specifications if they are expressly mentioned in this contract.

2. If the order is to be classed as a quotation in the sense of § 145 BGB we may accept it within 14 days. An order is only to be regarded as accepted after it has been confirmed in writing by the supplier.

§ 3 Scope of obligation to supply

In accordance with usual commercial conditions the goods supplied may differ from samples, patterns and sales information as far as is reasonable for the customer. The criterion of reasonable difference for the customer is the effect on the value and proper functioning of the product and for the supplier the technical requirements, in particular production requirements. Normal commercial quantity tolerances of up to ± 10% are permissible. Short deliveries of this order do not constitute a defect in the sense of § 434 III BGB. In the case of obvious short deliveries the purchase price will be reduced accordingly, in the case of hidden short deliveries falling within the boundaries of the quantity tolerance, the customer is obliged to pay the agreed price.

§ 4 Prices

1. Unless otherwise agreed, prices are purely net, EXW (ex works) and do not include packaging costs.

2. We reserve the right to make an appropriate adjustment to prices agreed at conclusion of contract which are dependent on material, wage or energy costs in the event that these cost factors change in the period between concluding the contract and delivery or performance of service.

§ 5 Terms of payment

1. Unless otherwise agreed in writing payment is due immediately on receipt of invoice. If it has been agreed that the goods are to be collected by the customer, payment is due 10 days after receiving notice that the goods are ready for collection. The supplier has the right to demand advance payment. Payments may be made only in cash or by transfer without deduction or charges at the supplier's bank and are regarded as paid after receipt of payment has been registered.

2. Bills of exchange and cheques will only be accepted on account of payment (§ 364 II BGB) and at the expense of the customer.

3. If the customer is allowed to extend the term of payment or is in arrears with a payment, the supplier is entitled to charge interest on the outstanding amount at 8 % above the base rate (§ 247 BGB). The supplier also reserves the right to prove that he has suffered a greater loss.

4. The customer is entitled only to set off against claims those charges which are undisputed or legally determined. The same applies to retention due to claims which are not based on the same contractual relationship.

5. If the customer who is delayed in paying repeatedly does not pay after being reminded, a reminding fee of at least 10 EUR will be invoiced if an additional reminder becomes necessary. If, in further course, there is a need for an additional court order and/or legal dunning proceedings the debtor has to pay all evolving fees and charges.

6. In the case of reshipments, which are exclusively initiated by the customer and which are conducted without mutual agreement with the supplier, restorage costs of 10 % of the merchandise value (expenses for time and effort) will be invoiced and are due for payment. Reshipments have to be sent postpaid to the supplier. By all means, the delivery charge for reshipments that are sent back not prepaid will be invoiced to the customer. Restorage costs do not accrue if the reshipment of merchandise is required due to a wrong delivery by the supplier.

§ 6 Delivery and cooperation

1. Unless expressly agreed otherwise in writing, the agreed delivery date is not a fixed date.

2. If a delivery period has been agreed, it will begin when all details of the delivery have been clarified and both parties are agreed on all the conditions of the transaction. The delivery time refers to the completion of the goods in the supplier's premises.

3. Delivery dates are on principle given on the assumption that the customer will cooperate in accordance with the contract. The supplier's fulfilment of the obligation to supply presupposes that the customer fulfils his obligations on time and properly.

4. If part deliveries are reasonable for the customer these may be made and invoiced.

5. If we ourselves do not receive supplies despite having placed appropriate identical orders with reliable suppliers, we are absolved of an obligation to supply and may withdraw from the contract.

6. If it is shown after the contract has been concluded that the customer is not offering sufficient assurance of his ability to pay and our entitlement to payment is in jeopardy, we are entitled to refuse to make the delivery until the customer makes the due payment or has provided corresponding surety for it. If payment or provision of surety is not made within 12 working days after being demanded, we are entitled to withdraw from the contract.

7. If the customer delays calling for, accepting or collecting a shipment or if he is responsible for delaying shipment or delivery, we are entitled irrespective of further claims to charge an inclusive cost for storage in accordance with the prevailing storage costs for the location, regardless of whether the goods are stored on our premises or with a third party. It is left to the customer to show that no loss or a smaller loss has been incurred. If the supplier is entitled to compensation rather than performance of the contract, he may demand, with the reservation that either party may prove a greater or smaller loss, a fixed sum in compensation of 20 % of the relevant gross invoice value.

§ 7 Delivery delay, unforeseen circumstances, force majeure

1. If the agreed delivery term cannot be met as a result of circumstances beyond our control or the control of our suppliers, it will be extended accordingly. We will inform the customer immediately of such an event. If the impeding circumstances persist for longer than a month after the expiry of the delivery period, either party may withdraw from the contract, unless part delivery according to § 6 no. 4 is possible and reasonable. Any further claims against us for exceeding the delivery period through no fault of our own are excluded.

2. In the event of a delivery being delayed the customer is entitled to claim only an inclusive sum in compensation for the delay of 0.5 % of the overdue value of the order for each complete week up to a maximum of 10 % of this order value for proven losses due to the delay. The customer may also set us in writing a reasonable extension which must be at least 15 working days. After fruitless expiry of this period, he may withdraw from the contract or demand compensation in lieu of performance. The liability for compensation is limited to 50 % of the actual loss.

3. § 7 no. 2 does not apply in the event that delay in delivery is due to intent, gross negligence or material breach of obligation. Neither does it apply if a commercial time bargain was agreed.

4. If an order is changed subsequently or if the customer does not submit the required details for the order on time, § 7 Art.1 P. 1 will apply accordingly.

5. In every case the liability for compensation for such losses is limited to what the supplier should have foreseen on the basis of circumstances recognisable by him as the possible consequence of a breach of contract when he concluded that contract. Compensation for loss of profit is excluded.

§ 8 Place of fulfilment, passing of risk

1. The place of fulfilment for the supplier is the supply depot ex works (EXW), i.e. either the supply depot or warehouse from which the delivery is to be made or where the goods are to be made available for collection. The place of performance for payment and all other rights and obligations is D-73066 Uhingen (Germany).

2. The risk passes to the customer upon receipt of notification that the goods are ready for collection, § 243 II BGB. If the supplier has undertaken to make the delivery, the risk is passed to the customer with shipment ex works or ex warehouse. If the customer is responsible for a delay in shipment, risk is passed to the customer at the time he is notified that the shipment is ready for collection or delivery.

§ 9 Complaints and guarantees

1. The nature and scope of our obligation to supply are derived exclusively from the contract concluded. We reserve the right to make alterations to construction, shape and colour in response to improvements in technology or the requirements of the law or which are brought about by advances in technology insofar as the alterations are insignificant or are reasonable for the customer. The criterion of reasonable difference for the customer is the effect on the value and proper functioning of the product and for the supplier the technical requirements, in particular production requirements.

2. The customer's obligation to examine goods for faults and make complaint is in accordance with § 377 HGB. Complaints due to incomplete or incorrect deliveries or obvious faults must be made to the supplier in writing within one week of delivery. Faults discovered at a later date are to be notified in the same way within one week of being discovered. Subsequent complaints are excluded.

3. The period of guarantee is 12 months.

4. The customer has no further entitlement arising from material defects which do not affect or do not significantly affect the value and fitness of the goods for the use recognised by us. The supplier is not obliged to rectify faults if the customer is in default of his contractual obligations.

5. If a material defect to the goods is evident on passing of risk we are entitled and obliged to make good the defect. The removal of the defect can alternatively take place through repair or replacement. The costs involved in making good, in particular transport, travel, labour and material costs are to borne by us. If these costs amount to more than 50 % of the value of the delivery we are entitled to refuse to make good.

6. If two attempts to make good do not succeed or making good is not carried out within a reasonable period determined by the customer or is refused, the customer is entitled to choose either to withdraw from the contract or to demand a reduction in the purchase price in accordance with the value of the defect (reduction) or, within the bounds of the following paragraphs, to demand compensation in lieu of performance.

7. If the material defect is the cause of a loss or injury we accept liability in accordance with the statutory provisions if it is a personal injury, or the loss or injury falls under the terms of ProdHaftG or is the result of intention or gross negligence.

8. If the loss or injury results from a material breach of a contractual obligation or a 'cardinal obligation' we accept liability otherwise only for loss or injury typical for this contract. Further contractual claims or tort claims by the customer are excluded. In particular, we therefore do not accept liability for damages other than to the supplied goods themselves nor for loss of profit or other financial losses incurred by the customer.

9. The above conditions do not apply to used goods. We accept liability for material defects to these only if we have expressly taken over the guarantee or in the case of malicious intent or gross negligence.

10. § 478 BGB is unaffected by the above conditions.

§ 10 Other liabilities for compensation

1. The provisions of § 9 No. 7-8 apply also to claims for compensation as a result of other breaches of contract.

2. In the case of a breach of a precontractual obligation or in the case of an impediment to performance already in existence at the time the contract was concluded (§§ 311 II, 311a BGB), our obligation to make recompense is limited to the negative interest.

3. The provisions of § 9 nos. 7-8 apply in respect of our liability in tort.

4. In cases where our liability is excluded or limited, the same also applies to personal liability of our staff, employees, collaborators, representatives and assistants.

§ 11 Reservation of title

1. Ownership of the supplied goods is reserved until settlement by the customer of all our outstanding accounts arising from the agreement including future accounts arising from contracts concluded at the same time or later. This also applies where accounts have been submitted for a running bill and the balance drawn and accepted. If the validity of this reservation of title is dependent on special provisions or formal regulations in the customer's own country, the customer is obliged to inform the supplier of this and to ensure that they are fulfilled at his cost.

2. We reserve property rights and copyright to all copies, drawings, calculations and other documents. Without our prior written permission they may not be made available to third parties or copied unless this is required for use in accordance with the contract.

3. The customer is entitled to dispose of or process the reserved goods in the normal course of business. Any processing which the customer undertakes for us places no obligation on us. If the reserved goods are processed, combined or mixed with other goods we acquire on principle a proportion of the joint ownership of the new goods. In the case of processing this proportion is in relation to the value (= gross invoice value including subsidiary costs and taxes) of the reserved goods compared with the value of the new goods. In the case of combination or mixing this is in relation to the value of the reserved goods as compared with the value of the other goods.

4. The customer hereby transfers to us any claim for payment arising from his disposal of the reserved goods in respect of a purchaser or third parties. He is still authorised to collect such payments even after this transfer. This does not affect our authority to collect such payments ourselves; however, we will not make use of this right as long as the customer complies with his payments and other obligations properly. If requested by us the customer must inform us of the transferred outstanding accounts and the debtors, to provide all the information required to collect payment, to hand over the associated documents and to inform the debtors of the transfer.

5. In the case of breach of contract by the customer, in particular if payments are in arrears we are entitled to enforce our reservation of title by reclaiming the goods. Reclamation or seizure of the supplied goods by the supplier does not constitute withdrawal from the contract. For the purposes of reclaiming the goods the customer hereby grants us the irrevocable right to enter his business and storage premises and to take the goods away. This does not affect the supplier's other rights in respect of late payment by the customer.

6. Insofar as and as long as this reservation of title exists, the customer may neither assign as surety nor pledge the goods or goods produced from them without our permission. Financing agreements (e.g. leasing) which entail the assignment of our reserved entitlement, require our prior written agreement unless the contract requires the financing body to pay us immediately the proportion of the purchase price to which we are entitled.

7. The purchaser must immediately inform us in writing in the case of seizure of goods or other interventions by third parties. The customer is not permitted to make agreements with his purchasers which could jeopardise our rights.

8. At the request of the customer or by our choice we undertake to approve the sureties to which we are entitled provided that the realisable value of the sureties exceeds the outstanding accounts to be secured by 20 % or their nominal value exceeds the outstanding accounts by 50 %.

§ 12 Licence

The customer has the non-exclusive and non-transferable and free of charge right to use the software supplied with the delivery. The customer accepts that the programmes and the associated information remain the property of the supplier and undertakes not to make any copies of it unless they are for archiving or security purposes. The customer may only use the programmes with the actual intended machine. We accept no liability for damage arising from software adjustment made by the customer. The customer shall undertake to limit access to the programmes to the members of staff who have to work with the programme within the permitted scope.

§ 13 Miscellaneous

1. The rights accorded to the customer by this contract are not transferable. Only our general terms and conditions shall apply. Contrary statutory regulations or the general terms and conditions of the customer are not recognised and are accordingly not a part of the contract even if we do not expressly reject them.

2. If an individual condition is invalid it does not affect the validity of the other conditions.

3. Any disputes arising from this contract shall be settled before a court of law in Göppingen, Germany. The supplier is also entitled to file a suit against the customer at the latter's legal domicile.

4. Excluding the UN commercial law regulations (CISG), only German law shall apply.