1. General
These Standard Terms and Conditions for the Purchase of Import Goods shall exclusively apply, save as varied by express agreement accepted in writing by both parties. These Conditions shall also apply if the buyer accepts delivery of Goods under the existence of the seller's contradictory Standard terms not being subject of the con¬tract.
Any agreement being concluded between buyer and seller shall only be binding between the parties if they are laid down in writing. Any conditional or different terms proposed by the seller are objected to and will not binding upon the buyer unless assented in writing by the buyer.
These conditions shall govern any future individual contract of purchase between buyer and seller to the exclusion of any other terms and conditions. These provisions extend to Standard contract conditions which are used in a contract with a merchant in the course of business only.

2. Enquiries and Quotations
These Standard Terms shall also apply to any enquiries issued by the Buyer. Any such enquiries shall not be binding on the Buyer. The Seller shall submit a quotation to the Buyer in accordance with the enquiry received from the Buyer and shall expressly state any deviations from said enquiry in said quotation. Quotations submitted to the Buyer shall be free of charge to the Buyer and shall not be binding on the Buyer. The Buyer shall not be under any obligation to pay any remuneration to the Seller for any visits or for the preparation of any plans, drawings or other documents unless such remuneration has been expressly agreed in writing by the Buyer.

3. Formation of the Contract
Only Purchase Contracts issued in writing shall be binding on the Buyer. Any Purchase Contracts made in any other form shall only become binding on the Buyer upon the writ-ten confirmation thereof by the Buyer. Except where the Buyer has expressly waived its right to a confirmation of the Purchase Contract by the Seller, each Purchase Contract shall be confirmed promptly in writing by the Seller and the Seller shall confirm the bind-ing delivery deadline in such confirmation. The Buyer reserves the right to rescind any Purchase Contract for which it has not received written confirmation from the Seller within 14 days of the issue thereof. Supplements or additional provisions with reference to any Purchase Contract shall not be binding on the Buyer unless confirmed by the Buyer in writing.

4.   Place of Performance; Transfer of Risks
The place of performance for any goods to be delivered or services to be performed by either of the Parties under any Purchase Contract shall be the destination of such goods or services even in the event that carriage or insurance expenses for such goods or ser-vices are borne by the Purchaser. The risk of the loss or deterioration of any goods deliv-ered under Purchase Contracts shall be borne by the Vendor up to the point where said goods are delivered at the Purchaser's plant or the destination of the Vendor as the case may be.

5. Delivery
Times agreed for the delivery of goods and the performance of services in Purchase Con-tracts shall be binding on the Seller. Goods shall be deemed to have been delivered on the date when they are received by the Buyer.
In the event that the delivery time under any Purchase Contract expires without the deliv-ery of the goods concerned by the Seller, the Seller shall be deemed to be in arrears with delivery without it being necessary for the Buyer to issue a reminder. Any acceptance of delayed goods or services by the Buyer shall be without prejudice to the rights of the Buyer to claim damages of the Seller with respect to delay in delivery or performance.
Notwithstanding these provisions, the Seller shall promptly give the Buyer notice of any expected delay in the delivery of goods or the performance of services and shall state the reasons for and probable duration of such delay.
In the event that the Seller fails to give the Buyer advance notice of any such delay and to state the reasons therefore, the Seller shall not be entitled to rely on said reasons in justi-fication of such delay.
The Seller shall pay to the Buyer compensation for any direct or indirect loss or damage suffered by the Buyer as a result of any delay in the delivery of goods or performance of services under any Purchase Contract. The Seller shall not be entitled to rely on the justi-fication of the delayed provision of any documents to be provided by the Buyer unless the Seller has issued a written reminder to the Buyer concerning the provision of such docu-ments.

6. Documents; Confidentiality
The Seller shall not use, copy or divulge to any third party any documents provided by the Buyer or produced by the Seller in accordance with the instructions of the Buyer under any Purchase Contract for any purposes other than the performance of said Purchase Contract. The Seller shall deliver any such documents up to the Buyer upon request by the Buyer.
The Seller shall supply to the Buyer free of charge drawings and overall drawings of any parts of machines and equipment supplied under any Purchase Contract which are not standard products and which are subject to wear and the Buyer shall be entitled to use such drawings to produce or commission third parties to produce spare parts or for the modification of the machines and equipment concerned or similar purposes.
The Seller shall keep the Purchase Contract confidential and shall not refer to its busi-ness relations with the Buyer in any publication such as advertising materials or reference lists without the prior written permission of the Buyer.
The Seller and the Buyer shall treat any commercial or technical information concerning the other Party which may come to their attention in connection with their business rela-tions and which may not be self-evident as trade secrets. The Seller shall impose equiva-lent confidentiality obligations on all of its subcontractors engaged in work on Purchase Contracts.

7. Warranty; Damage
The Seller is aware and accepts that the Buyer does not carry out any inspections on in-coming goods. The Seller shall waive its right to insist on the inspection of incoming goods by the Buyer and without limitation its right to claim delay by the Buyer in compli-ance with its statutory testing and inspection obligations.
The Seller shall warrant that the goods and services covered by the Purchase Contract are in accordance with the specifications, drawings, samples and/or descriptions, as the case may be, agreed with the Buyer, that they are capable of proper functioning, free from defects and third-party liens and that the Seller has the unrestricted right to dispose thereof.
The Seller shall perform the Purchase Contract in accordance with the Gesetz über Tech-nische Arbeitsmittel (Technical Equipment Act), the relevant accident prevention and health and safety regulations and the generally accepted rules of safety engineering and occupational medicine in the Federal Republic of Germany. In the event of failure on the part of the Seller to observe these requirements, the Seller shall not be deemed to have performed the Purchase Contract properly.
The statutory warranty rights of the Buyer shall not be curtailed. The right of the Seller to subsequent performance is hereby excluded. In the event that the Buyer wishes to grant the Seller an opportunity of subsequent performance, the Buyer shall grant the Seller a reasonable period of time in which the Seller shall be allowed to remedy the breach con-cerned. Said period shall begin on the day on which the Buyer submits an official com-plaint to the Seller concerning a breach of the Purchase Contract. In the event that the Seller fails to remedy such breach within the reasonable period granted for such purpose by the Buyer, the Buyer shall be entitled, at the option of the Buyer, to rescind the Pur-chase Contract concerned or to reduce the price payable under the Purchase Contract concerned.
The warranty period shall be two years from the date of transfer of risks under the Pur-chase Contract. In the case of work on or in connection with buildings, the warranty pe-riod shall be five years, unless otherwise agreed.
In urgent cases and in the case of delay by the Seller in the supply of additional or re-placement goods, the Buyer shall be entitled to repair defects in goods supplied by the Buyer itself or to obtain replacement goods from third parties for the account of the Seller.
After defects in goods supplied by the Seller have been remedied, the warranty period for the goods or replacement goods concerned, which shall be of the length stated above, shall recommence.
The approval by the Buyer of drawings and calculations submitted by the Seller shall not release the Seller from its warranty obligations under the Purchase Contract.

8. Infringements of Patents
The Seller shall be strictly liable for any infringement of any proprietary rights held by third parties by the goods or services under the Purchase Contract or as a result of the use thereof,. The Seller shall indemnify the Buyer and save the Buyer harmless upon first demand by the Buyer from any claims by third parties and any loss or damage suffered by the Buyer, including costs incurred in court and out of court, in connection with any such infringements.

9. Liability Insurance
The Seller shall conclude and maintain in force a business operation and product liability insurance contract with a coverage of at least 2.5 million euros per person injured. Said insurance contract shall be without prejudice to any other claims for damages going be-yond said limit which the Buyer may have against the Seller.

10. Prices
Except as may otherwise agreed in writing, prices agreed in Purchase Contracts shall apply free destination plant or free specified destination including packaging, fees and carriage. In the case of goods purchased ex works or free specified delivery station in ex-ceptional cases, the prices agreed in Purchase Contracts shall include all fees and car-riage up to the handing-over point to the main forwarder and the carriage charged by the main forwarder shall be borne by the Purchaser.
In the event that it is agreed in an exceptional case in any Purchase Contract that the cost of packaging is to be borne by the Purchaser, the agreed value of such packaging shall be credited to the Purchaser if the Purchaser returns such packaging to the Vendor carriage paid.
The prices laid down in Purchase Contracts shall be fixed prices. In the event that price adjustment clauses are agreed between the Purchaser and the Vendor in exceptional cases, the Vendor shall give the Purchaser prompt notification of the circumstances giv-ing rise to price adjustments and the Purchaser shall be entitled to rescind the Purchase Contract in any such case.
The Purchaser shall not under any circumstances pay additional price claims only made by the Vendor upon the submission of the relevant invoice.

11. Shipment
Unless otherwise agreed between the Buyer and the Seller, all goods shall be shipped by the mode of shipment most convenient to the Buyer.
Irrespective of the mode of shipment, the Seller shall send a dispatch note for each con-signment to the Buyer and to the Buyer's destination plant by separate mail on the date when each consignment is dispatched. An invoice shall not be deemed to be a dispatch note.
In addition, each consignment shall be accompanied by a delivery note. All dispatch notes and documents issued by the Seller shall state the Purchase Contract number, the date of dispatch and the mode of shipment (e.g. rail freight company, shipping line or for-warder). In the event that the Seller delegates responsibility for shipment to any subcon-tractor, the Seller shall remain responsible for compliance by the subcontractor con-cerned with the shipping requirements of the Buyer. Said subcontractors shall indicate their client (i.e. the Seller) in all relevant documents. The Seller shall reimburse to the Buyer any loss or damage suffered or costs incurred by the Buyer, including without limi-tation track storage charges or shunting expenses, as a result of any failure by the Seller to comply with the requirements of this Section 12.

12. Invoices
Invoices shall not be shipped with goods but shall be mailed to the Buyer immediately upon the dispatch of the goods concerned. All invoices issued by the Seller shall be in triplicate and shall refer to the Purchase Order number and to any other relevant refer-ences. Copies of invoices shall be clearly marked as such.

13. Terms of Payment
Payments are made via the computer system of the Buyer on the 15th and 30th day of each month, unless said days are not working days, in which case payments are made on the following day in each case.
Unless otherwise agreed between the Seller and the Buyer and confirmed in writing by the Buyer, the Buyer shall, at the option of the Buyer, make payments as follows:
a) with 3 % discount
on the first computer payment date (as defined above) following the receipt of the in-voice, provided that the goods concerned have been delivered or the services con-cerned have been performed and the invoice has been received no later than on the eighth working day prior to said computer payment date or, if these conditions are not met, on the second computer payment date following the receipt of the invoice;
or
b) without deduction of discount
at the end of the month following the month in which the goods concerned are deliv-ered or the services concerned are performed and the invoice is received
always provided that the Buyer does not raise any objection to the goods delivered or ser-vices performed.
The Buyer shall make payments by the means selected by the Buyer. Payment by the Buyer for any goods or services shall not be deemed to constitute acceptance by the Buyer of any defects in goods or services.
Unless goods are weighed by official weighing stations at the place of dispatch, the weight of any goods to be paid for on the basis of their weight shall be deemed to be the weight determined by the Buyer.

The Buyer shall be entitled to set off against any amounts outstanding to the Seller any amounts owed to the Buyer or any affiliated company of the Buyer by the Seller. The Buyer shall even be entitled to offset such amounts owed by the Seller which are not yet due and payable. In such cases, accounts shall be rendered with value dates.

13. Prohibition of summation; Prohibition of the Assertion of a Lien
The Seller shall not be entitled to exercise any right of setoff or retainer except with re-spect to claims or counterclaims which are not disputed by the Buyer or in respect of which an enforceable judgement has been given.
Each party shall be responsible for all its legal, accountancy or other costs and expenses incurred in the Performance of its Obligation hereunder.
The Seller shall not assign any amounts receivable from the Buyer to any third party without the prior written permission of the Buyer.

14. Safety Requirements
All persons are required to wear personal protective equipment at the plants of the Buyer. Drivers delivering chemicals to production facilities of the Buyer shall have in their pos-session and wear safety helmets, safety goggles and safety boots.

15. Applicable Law; Jurisdiction
All Purchase Contracts shall be governed by and construed and interpreted solely in ac-cordance with German law. The Hague convention and UN law on the international sale of goods shall not apply. The venue for any disputes arising between the Parties under any Purchase Contract shall be Dortmund, provided however that the Buyer shall also be entitled to bring proceedings against the Seller before any court having jurisdiction over the place where the Seller has its registered office.

16. Severability Clause
If any provision of this General Sales Conditions prove to be invalid in whole or in part, the validity of the remaining clause shall not be affected thereby. The parties shall replace an invalid provision with a valid provision that is as close to the economic intent of the in-valid provision as possible.