certific at e - NOC international

Standard Terms and Conditions of Export
1. General Provisions
1.1. All the orders placed with us are subject to these Terms and Conditions. Conditions of the Buyer and any deviations from our Standard Terms
and Conditions are valid and effective only if they are agreed to in writing by us. Neither our failure to answer to the remittance of the Buyer’s
conditions nor the execution of an order itself shall be regarded as our acknowledgement of the Buyer’s conditions.
1.2. If any portion of these Terms and Conditions shall be declared void or unenforceable by any court or administrative body of competent jurisdiction
such portion shall be deemed saveable from the remainder of these Terms and Conditions which shall continue in all the respects valid and
enforceable.
2. Quotations/Orders
2.1. Our offers are not binding and may be withdrawn by us at any time. Orders of the Buyer shall bind us only where we agree thereto in writing.
Our written order confirmation shall determine the contents of each contract. As far as this correspondence is performed without signatures
while depending on a data-processing-system, this meets the requirements of written form.
No illustrations, information (including without limitation information concerning weights and measures), technical data or industrial standards
and designs contained in our price lists, brochures, cost-forecasting statements or quotations or any other data or information supplied by us
to the Buyer shall be binding on us unless expressly included by reference into the specifications.
2.2. Where special production is requested by the Buyer, we reserve the right to supply a reasonable amount above or below the quantity
ordered.
2.3. We shall assume no liability with regard to, and the Buyer shall be solely responsible for, information, specifications, or material supplied or
furnished by the Buyer.
3. Delivery Date
3.1. Unless specifically agreed to in writing, all the delivery periods and actual delivery dates are based on normal expectancy and are approximate.
In addition, all the delivery dates and periods are subject to our receipt of all the information and data necessary to our fulfilment of the order
in question.
3.2. All the of our obligations hereunder are subject to delay or excuse by reason of war, governmental action, order or regulation, inability or
difficulty in making shipping arrangements or effecting deliveries or services, riot, strike, lockout or other labour dispute, shortages of materials
or labour, and acts of God such as flood, fire, or any other causes which are beyond our control whether or not similar in kind or class to those
mentioned. Delivery of all the or any part of this agreement is further contingent on our ability to get supplies and raw materials from our usual
sources. The same rules shall apply where we are in delay in the performance of the agreement.
In case of unreasonable delay in delivery, the Buyer shall be entitled to cancel the agreement without claiming for damages.
3.3. If the Buyer incurs any loss as a result of any delay caused by us, he is entitled, to the exclusion of any other remedies, to claim liquidated
damages in the amount of 0.5 % for each complete week of delay, totalling a maximum of 5 % of the purchase price of the item which cannot
be used in time or for the agreed purpose.
4. Prices/Delivery/Transfer of Risks
4.1. Trade terms whenever used, shall be subject to interpretation pursuant to the International Rules published by the International Chamber of
Commerce Paris (INCOTERMS 1990) as amended at the date of order.
4.2. Wooden cases, card-board boxes and one-way packages are charged at cost prices and are not returnable.
4.3. If shipment is delayed on grounds the orderer is responsible for, the risk shall pass to the orderer as soon as the goods are ready for dispatch. We
shall be entitled to charge the cost of in-house storage, or at least 0.5 % of the invoice total for each full month, to the orderer. If appropriate
we may, after setting a time limit and the expiration of a reasonable deadline, dispose of the goods otherwise and supply to the orderer after
a reasonable extension of the time limit.
5. Payment
5.1. Unless otherwise agreed to in writing the Buyer shall open an irrevocable Letter of Credit in our favour in Euro confirmed by a German bank,
allowing partial deliveries. All the expenses shall be for the Buyer’s account. The Uniform Customs and Practice for Documentary Credits of the
International Chamber of Commerce Paris, shall apply.
5.2. If payment is delayed we have the right, irrespective of any further rights and remedies, to charge the Buyer with interest according to established
banking practice in Germany, at least, however, with interest rates exceeding the discount rate of the 3-month Euribor (offer rate) at the date
of delay by 3.0 %.
5.3. The Buyer is not entitled to withhold payment or raise any counterclaims unless they are admitted by us in writing or have been judicially
determined.
5.4. Where a respite for payment is granted to the Buyer, such payment shall be payable immediately without any deduction, if any other payment
is delayed or where it becomes known to us that the financial situation of the Buyer has deteriorated considerably.
6. Security
Where payment is not made in due time or where it becomes known to us that the financial situation of the Buyer has deteriorated considerably,
we may demand, notwithstanding any other claims, a prepayment or sufficient security prior to delivery. Upon the Buyer’s failure to make
prepayment or give sufficient security as demanded, we may at our option cancel the contract without liability for damages.
7. Reservation of Title, Seller’s Lien
The goods furnished hereunder shall remain our property until payment in full of the purchase price and all the other sums, whatsoever, due to
us, insofar as this is allowed by local jurisdiction of the region the goods of delivery are found. If local jurisdiction does not allow a reservation of
title, we may have other rights on the goods delivered, and we may make use of all the rights granted to us. Buyer shall furnish any documents
and take any actions as we may request in order to protect our title and security interest to such goods in the jurisdiction concerned. Further,
we are entitled to cancel the agreement in all the cases where payment is not effected in total.
8. Warranty/Other Liabilities
8.1. This section governs the extent to which we warrant our goods or limit our liability in all the cases of deficiencies in delivery, manufacture,
assembly of goods, maintenance and fulfilment of other contractual obligations. If our contract also includes assembly or if there is a separate
repairs contract or other contract for work and services, the following conditions also cover such work and services.
8.2. We warrant that the goods furnished hereunder will conform to the specifications and will be in conformance with current engineering standards.
The Buyer has no claim in case of general alterations in construction or design prior to delivery.
8.3. We shall be under no obligation under this warranty as to any goods which have been subjected to improper operation, maintenance or storage,
accident, alteration, abuse or failure to follow normal operation procedures or to damage sustained due to natural wear and tear. Further on
we do not warrant for material placed at our disposal by the Buyer.
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