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General Terms and Conditions of Sale of
LUTZE Fördertechnik and
LUTZE Kunststofftechnik GmbH & Co. KG

Version 01/2008

I. Scope/Offers

1. These General Terms of Sale apply to all - even future - contracts and special services. The Buyer's terms and conditions are not binding on, us even if we do not expressly contradict these upon receipt.

2. Our offers are subject to change without notice. Agreements, in particular verbal subsidiary agreements, promises, warranties, and other assurances made by our sales staff only become binding when confirmed by us in writing.

3. The documents relevant to the offer such as drawings, illustrations, technical data, references to standards, as well as statements made in advertising media shall not be regarded as quality descriptions, assurances of properties or warranties unless they are expressly referred to as such in writing.

4. Deviations of the delivered goods from offers, models, samples, and advance deliveries are admissible in accordance with the respective DIN/EN standards in force or other relevant technical standards.

II. Prices

1. Unless otherwise agreed, our prices are understood to be ex works excluding packaging plus VAT.

2. If the goods are packaged for delivery, then we shall charge the cost price for the packaging; within the framework of legal regulations, we shall take back packaging that we deliver if the buyer returns it to us carriage paid within a reasonable amount of time.

III. Payment and invoicing

1. Our invoices are due within 10 days with a 2% discount and net within 30 days from the date of invoice.  Payment must be made within these time limits such that the amount required for settling the invoice is available by the due date at the latest. The buyer will be in default at the latest 10 days after the due date of our claim without requiring a reminder.

2. Invoices for amounts less than 50.00 EUR (Euro) as well as for installations, repairs, moulds and the proportion of tooling costs are due immediately, and payable without deduction.

3. Counterclaims disputed by us or not yet stated as legally binding neither entitle the buyer to withhold nor to off set the balance.

4. If the payment target is exceeded, at the latest from the date of default, we are entitled to charge interest at the respective bank rate for overdraft credits, at least however at 8 per cent above the base interest rate. We reserve the right to claim any further damage caused by default.

5. Should it become evident after conclusion of the contract that payment of our claims is at risk due to the inability of the Buyer to pay, we then reserve the rights as laid down in § 321 BGB (plea of uncertainty). In that case we shall also be entitled to assert any non-barred claims from the current business relation with the Buyer for due payment and to revoke the direct debit authorization pursuant to section V/5. In case of default of payment, we are also entitled to demand the return of the delivered goods, upon expiry of a reasonable additional term and to prohibit the further sale or processing of the delivered goods. This taking back shall not constitute a withdrawal from the contract. The Buyer can avoid all of these legal consequences by making payment or providing security in the amount of our claim for payment put at risk. The regulations of the Insolvency Code shall remain unaffected by the foregoing regulations.

6. Any agreed cash discount always relates only to the invoice value, excluding freight, and is based on full settlement of any and all debts due and owing by the Buyer at the time of discount deduction.

IV. Delivery times and dates

1. Delivery times and dates shall be considered as met if the delivery item has left our works prior to deadline expiry.

2. Delivery times are extended to a reasonable extent in case of industrial action, especially strikes and lockouts, or unforeseeable events occurring beyond our control if it is evident that such events have a considerable effect on the manufacture or delivery of the respective goods. The same applies when these circumstances occur in connection with suppliers. Such circumstances will be communicated to the Buyer immediately. These regulations apply to delivery times accordingly.  If execution of the contract becomes unacceptable to one of the parties, the party concerned may withdraw from the contract.

V. Retention of title

1. All goods delivered by us remain our property (goods subject to retention of title) until all claims arising from our business relationship have been settled, regardless of the origin of the claims and including future or conditional claims.

2. Machining and processing of the goods subject to retention is derived for us as the manufacturer from § 950 BGB (Civil Code), without subjecting us to any obligations. The processed goods are regarded as goods subject to retention in compliance with section V/1. If the Buyer processes, combines or mixes the goods subject to retention with other goods, we have a co-ownership in the new product at a ratio of the invoiced value of the goods subject to retention to the invoice value of the other goods used. If our ownership lapses as the result of combining or mixing, the buyer transfers the ownership rights arising from the new item or objects to us in the scope of the invoicing value of the goods subject to retention and stores them for us free of charge. The resulting co-ownership refers to the goods subject to retention in terms of Section V/1.

3. The Buyer shall only have the right to dispose of goods subject to retention in ordinary business transactions in accordance with its normal business terms and conditions and as long as he is not in default, provided that the claims from further sales actions are transferred to us pursuant to  Section V/4 to V/6. It is not entitled to dispose of the goods subject to retention in any other way.

4. The Buyer's claims from the resale of the goods subject to retention are immediately assigned to us. They serve as security to the same extent as the goods subject to retention. If the goods subject to retention are sold by the Buyer together with other goods, not sold by us, then the assignment of the claim from the resale applies only to the amount of the value of the resale of the corresponding goods subject to retention. If goods are sold in which we have a co-ownership pursuant to Section V/2, the claim is assigned in the amount of the co-ownership shares.

5. The Buyer is entitled to collect debts from resale until we revoke such entitlement, which is possible at any time. We shall make use of our right of revocation only in those cases mentioned in Section III/5. At our request, the Buyer is obliged to notify his customers immediately of the assignment of rights to us unless we do it ourselves and to give us any information and documents required for the collection.

6. In case of seizure or other impairment by a third party, the Buyer shall notify us immediately.

7. If the value of the securities exceeds the secured claims altogether by more than 50 per cent, we are obligated to release securities, at our option, at the Buyer's request.

VI. Execution of deliveries

1. When the goods are handed over to the forwarding company or freight carrier, at the latest however when they leave the warehouse or - in case of third-party transactions - the supply works, the risk of all transactions, including carriage-prepaid and free-domicile deliveries, is transferred to the Buyer. The obligation to unload and the costs hereto are to the Buyer's account. We only make arrangements for insurance by order and at the expense of the Buyer.

2. We are entitled to make partial-shipments to a reasonable extent. For products made to order, extra-or short-shipments up to 10 per cent of the agreed quantity are admissible.

3. For call orders, we are entitled to manufacture, or arrange to have manufactured, the total order quantity as a whole. Change requests cannot be considered after the order has been placed unless explicitly agreed upon. Call dates and quantities may only be adhered to in accordance with our delivery and manufacturing capacity, unless otherwise agreed. If the goods are not called according to contract, we may charge for them as having been delivered after expiry of a reasonable period of grace.

VII. Liability for defects

1. In the event of a justified immediate notice of defects, we may choose to eliminate the defect or to deliver a defect-free item (subsequent performance). In case of failure or refusal of a subsequent performance, the Buyer may either reduce the purchase price or withdraw from the contract after having fixed a reasonable term which has passed unsuccessfully. In case of a minor defect, the Buyer may only reduce the price.

2. We only take over costs connected with the subsequent performance provided that the costs are in a reasonable amount in each case, in particular in proportion to the purchase price of the item. We shall not take over any costs which are due because a sold item was taken to a place other than the Buyer's registered office or place of business unless this corresponds to its contractual use.

3. As long as the Buyer does not give us the opportunity of convincing ourselves of the defect, or he does not make available the item of complaint or samples thereof, he may not claim any defects of the item.

4. Further claims are excluded pursuant to Section VIII. This, above all, refers to claims for damages which have not occurred to the goods themselves (consequential damage caused by a defect).

VIII. General limitation of liability and limitation of claim

1. For violation of contractual and non-contractual obligations, particularly for reasons of impossibility, default, negligence when initiating a contract and for tortious acts, we shall only be liable, including our managing staff and other vicarious agents, in cases of intent and gross negligence, restricted to a contract-inherent damage foreseeable when the contract was signed.

2. These restrictions are not applicable in case of culpable violation of substantial contractual obligations if the achievement of the objective of the contract is at risk, in cases of compulsory liability according to the Product Liability Act, in case of injury to life, person and health, and also if we have fraudulently concealed defects of the item or guaranteed the absence of defects. The rules concerning burden of proof remain unaffected hereby.

3. Contractual claims asserted by the Buyer against us by reason of or in connection with the delivery of goods shall be subject to a limitation period of one year after delivery of the goods. This period is also applicable to such goods which were used in construction according to their usual designation, and which caused its defective character, unless this use was agreed in writing. Our liability for intentional and grossly negligent violation of obligations and the limitation of legal recovery shall be unaffected hereby. In cases of subsequent performance, the limitation period does not begin again.

IX. Copyrights

1. We reserve the proprietary right and copyright to quotations, drafts, drawings and other documents. They may only be made available to third parties in agreement with us.  Drawings and other documents relating to an offer shall be returned on request.

2. If we deliver items according to drawings, models, patterns or other documents from the Buyer, the latter shall guarantee that third-party industrial property rights are not infringed. If a third party refuses, in particular, the manufacture or delivery of such items under reference to industrial property rights, we are entitled, without being obliged to check the legal position, to stop any more activity in that respect and to claim damages from the Buyer in case of his fault. The Buyer also undertakes to indemnify us immediately against any third-party claims connected therewith.

X. Test items, moulds, tools

1. If the Buyer has to provide parts for the execution of the order, these shall be delivered ex-works in the agreed or any other reasonable extra-quantity for any defective goods in due time, free of charge and defects. In case of failure, the costs and other consequences resulting from this shall be charged to his account.

2. The manufacture of test items including the costs for moulds and tools are charged to the Buyer's account.

3. Proprietary rights to moulds, tools and other facilities required for the manufacture of the ordered parts shall be settled according to the arrangements made. If such facilities become unusable before the agreed quantity is produced, we shall pay the costs of replacement. We undertake to keep such facilities ready for at least two years after their last use.

4. For tools, moulds or other manufacturing facilities provided by the Buyer, our liability shall be limited to the same care that we exercise in handling our own property. Costs of service and maintenance shall be borne by the Buyer. Our duty to keep such facilities secure shall terminate, irrespective of the Buyer's proprietary rights, at the latest two years after the mould or tool had been used for the last time.

XI. Place of performance, jurisdiction and applicable law

1. Place of performance for our deliveries is our works. The place of jurisdiction for dealers is Düren. We may also file a suit against the buyer at his place of jurisdiction.

2. In addition to these provisions, the legal relations between our company and the Buyer shall also be governed by German law including the regulations of the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.

XII. Relevant Version

In case of doubt, the German version of these General Terms and Conditions of Sale shall be applicable.