General Terms and Conditions of MPS International, Fallgatter 3, 44369 Dortmund, Germany, Managing Director: Dirk Garrels

Applicable to:

• A person who, when closing contract, is acting as a business person on a commercial or freelance basis
• Legal entities according to public law or fund assets regulated by public law.

1. General
1.1 Deliveries and services are subject to these terms and conditions, regardless of if the order is written, oral, by telephone, or electronic (online). Deviating terms of the ordering party do not become part of the contract contents even in the case of order acceptance. A contract is carried out with our written order confirmation or delivery of the goods to the customer unless there is a special agreement.
1.2 Oral agreements, like sales and the agreements of our representatives, are only valid with our written confirmation.
1.3 Our offers are subject to change.

2. Prices and Expenses
2.1 Failing a special agreement, our prices are valid ex stock not including packaging and unloading. Value-added-tax in the respective statutory amount is added to the prices.
2.2 The prices in the order confirmation only refer to the confirmed contract. We are bound to the prices for a maximum of four months unless significant changes in the costs arise, e.g. significant changes in the prices of raw materials. In these cases, we will charge the prices valid on the day of the delivery.

3. Payment Conditions
3.1 The delivery occurs, according to our choice, subject to pre-payment or collect-on-delivery if we have not allowed payment by billing in individual cases.
3.2 Our bills are to be paid within 14 days less 2% trade discount or within 30 days without deduction.
3.3 The preceding cash account is only granted on the condition that all payment obligations from earlier payment obligations have been completely fulfilled.
3.4 After expiration of the payment period, the charging of default interest begins at the rate of 8% p.a. over the respective base rate.
3.5 Furthermore, we are also entitled to ending deliveries in the case of late payments and charging default interest in the case of delayed payment.
3.6 Holding back payments because of or by charging with counterclaims of the ordering party is only allowed if these are recognized by us or have been legally determined.
3.7 The buyer can only make use of a right of retention if his counterclaims concern the exact same contractual relationship.
3.8 The date of receipt of payment - the point in time decisive, among other things, for the trade discount, the payment period, and the occurrence of default – is considered the day on which the amount is at hand for us or is credited to our bank account. The risk is borne by the buyer.
3.9 We bear the costs and charges arising for us if a payment term for settlement of our claims is exceeded.

4. Delivery, Delivery Delays
4.1 Observance of the delivery is subject to correct and timely supply. We will inform you of emerging delays in a timely manner.
4.2 If the delivery or acceptance of the subject of the delivery is delayed for reasons for which the ordering party is responsible, the expenses arising because of the delay will be charged to him beginning one month after notification of the delivery or readiness for delivery.
4.3 The deliverer can withdraw from the contract if performance becomes impossible because of acts of God, labour strife, or other events outside of his control.
4.4 The ordering party can withdraw from the contract without notice if the entire performance by the supplier becomes definitely impossible before the transfer of risk. The ordering party can also withdraw from the contract if the performance of a part of the delivery for an order becomes impossible and he has a justifiable interest in rejecting the partial delivery. If this is not the case, the ordering party is to pay the due contractual price for the partial delivery. This applies in the case of our inability. Should the impossibility or inability arise during the default of acceptance or if the ordering party is solely or largely responsible, he is obligated to return service.

5. Shipment
5.1 Shipment occurs at the risk and expense of the ordering party. It will be carried out at our discretion without responsibility for the cheapest shipping.
5.2 Deliveries within Germany occur without shipping costs for orders with a net value of €250.00 or more.
5.3 Should the delivery be via expedited package, express goods, or the like, we are not obligated to reimbursing the addition charges, even if this faster delivery method had to be chosen in order to adhere to a delivery period.
5.4 The risk transfers to the ordering party as soon as the goods have left our factory, also in the case of carried-paid deliveries.
5.5 We only cover insurance for damages of all kinds upon special agreement.
5.6 The packaging will be billed at actual cost and not taken back. For shipment of goods with glass parts we charge 1% of the value of the sent goods for the insurance.

6. Transfer of Risk, Acceptance
6.1 The risk is transferred to the ordering party when the subject of delivery has left the warehouse, even if there are partial deliveries or the supplier has assumed other performances, e.g. the shipping costs or delivery by order. If an acceptance is to occur, this is authoritative for the transfer of risk. It must be carried out immediately at the time of acceptance, alternatively after the notification of readiness for delivery by the supplier. The ordering party may not refuse acceptance based on an unimportant defect.
6.2 If the shipping or acceptance is delayed or not carried out as a result of circumstances for which we are not responsible, the risk transfers to the ordering party on the day of the notification of the readiness to ship or for acceptance.
6.3 Partial deliveries are allowed as long as this is reasonable for the ordering party.

7. Retention of Ownership
7.1 We reserve the ownership of the subject of the delivery until receipt of all payments from the contract for delivery.
7.2 The ordering party may neither pledge the subject of the delivery nor assign it as a security. Sale is only allowed in normal business transactions. The ordering party it to inform us immediately of pledging, seizure, or other orders by third parties.
7.3 We are entitled to withdrawing from the contracting and demanding return of the delivery in the case of breach of contract by the ordering party, in particular in the case of payment delays.
7.4 Should the ordering party sell the goods delivered by us, he now cedes all claims arising from the sale against the his taker, including all ancillary rights, to us until complete repayment of our claims from the delivery of goods. After ceding, the businessperson is authorised to collecting the claims. We reserve the right to collecting the claims ourselves as soon as the businessperson does not meet his obligation to pay in an orderly way and is in arrears.
7.5 Handling and processing of the goods by the ordering party always occur in our name and by our order. The retention of ownership also extends to the new products arising from processing. In the case of connection to or mixture with materials that do not belong to us, we receive coownership. Possible ownership or co-ownership rights that the purchaser receives on the mixed object or new subject are transferred to us in advance.

8. Reclamations
8.1 The delivered goods are to be checked carefully immediately after receipt. They are considered accepted if we have not received a notice of defects in simple text within 14 workdays of receipt – or in the case of defects that are not obvious – within a year of their discovery.
8.2 For all defects or errors in a guaranteed characteristic of the delivered goods, the ordering party has a claim for either additional delivery or rectification of defects, according to our choice. A product with a non-insubstantial defect will be exchanged on the day of the replacement delivery for the taker at the valid price plus value-added tax. We will accord a reduction to the price plus VAT to be determined by us based on the lowered value of the returned product caused by use of the product. However, we are, according to our choice, entitled to reimbursing this price reduction in cash or as a credit on a current bill.

9. Warranty
9.1 We are to replace at no charge or rectify the defects in all those pieces that are defective as a result of circumstances before the transfer of risk. Replaced pieces become our property.
9.2 The ordering party is to give us the necessary time and opportunity for all rectification or defects
or replacement deliveries that we deem necessary; otherwise we are released from liability for the resulting consequences.
9.3 We shall bear the direct costs arising from the rectification of defects or replacement delivery as long as the reclamation turns out to have been legitimate, including costs for the replacement piece and shipping.
9.4 The ordering party has the right to withdraw from the contract in the framework of legal regulations if we – with consideration for the legal exceptions – let lapse unsuccessfully an appropriate term set by us for rectification of defects or for a replacement delivery because of a material defect. If there is only an insubstantial defect, the ordering party is only entitled to a reduction of this part of the performance. The right to reduction of the part of the contract remains otherwise excluded.
9.5 There is no warranty if:

1. The defect is on account of additional wear or damage resulting from improper handling
2. The goods were damaged by external effects or mechanical damage, in particular during shipment.

9.6 The named warranty becomes time-barred for all products within a year of delivery.

10. Liability
10.1 For claims for damages, regardless for which legal reason, we are liable within the framework of existing laws and under the coverage of our existing company and product liability insurance.
10.2 In the case of slight negligence, there is no claim for damages if the damages do not exceed the value of the delivery; this also applies in the case of slightly negligent breaches of duty by our legal representatives or assistants.
10.3 The purchaser’s claims for damages because of defects become time-barred after one year from delivery of the goods unless bad faith can be alleged.
10.4 All cases of acts of God or other developments for which we are not responsible, such as disturbances in business, traffic, and energy supply, strikes, and lock-outs release us from our contractual duties for the length of the extent of their effects.

11. Final Clause
11.1 The laws of the Federal Republic of Germany are applicable. The regulations of the UN Convention on Contracts for the International Sale of Goods do not apply.
11.2 If the customer is a businessperson, a legal entity according to public law, or fund assets regulated by public law, the sole jurisdiction for all disputes from this contract is our domicile in Dortmund. The same applies if the customer has no general jurisdiction in Germany or if the residence or normal abode is unknown at the time of commencement of proceedings.
11.3 Should individual regulations of the contract with the customer, including these general terms and conditions, partially or completely be invalid or become invalid, the validity of the other terms is not affected. The completely or partially invalid regulation should be replaced by a regulation that comes as close as possible to the economic effect of the invalid regulation.

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Stand April 2007