1.      The following general Terms shall be binding subject to the Parties concerned having agreed in writing to any modification thereof.

2.      Any agreement between the Parties concerned shall only be binding if it has been confirmed in writing.



1.      All offers are made without obligation. The initial offer will be submitted free of charge. The Supplier will be entitled of charge further offers and documents connected thereto such as illustrations, plans, drawings and outlines, to the Purchaser's account in such cases where no Order is placed. The drafts will, in any case, remain the property of the Supplier.

2.      The Contact shall only be binding if the Supplier confirms the Purchaser's order in writing or, if each Party concerned receives a copy of the Contract duly signed by each Party.

3.      If the Supplier has stipulated a period of acceptance when submitting his written offer, the Contract shall only be considered concluded if the Purchaser has submitted his written declaration of acceptance before termination of the stated period, which declaration must reach the Supplier not later than 10 days after termination of the said period.

4.      If the Supplier's Order Confirmation contains additions, restrictions or other alterations concerning the Order, the Purchaser's approval thereof shall be assumed unless written advice to the contrary is immediately submitted to the Supplier.

5.      No additions, alterations or other amendments shall be considered binding unless confirmed in writing by the Supplier.

6.      The Purchaser shall not be entitled to cancel an order, which has been accepted and confirmed by the Supplier.



1.      Documents on which the offer is based such as illustration, plans, drawings and data on weights, dimensions and capacity, shall be considered approximate only unless the Order Confirmation or Delivery Contract specifically states that such documents are binding.

2.      Documents mentioned under III. 1. shall remain the exclusive property of the Supplier irrespective of whether they are handed to the Purchaser before or after conclusion of the Contract.

3.      Without specific written authority from the Supplier so to do, the Purchaser shall not be entitled either to copy, reproduce, submit or communicate the contents of documents to a third party, or to use them for any other purpose. All documents remain the property of the Supplier.

4.      Documents handed over by the Purchaser to the Supplier to be used for the execution of the Order or unit parts thereof, shall remain the exclusive property of the Purchaser. Without specific written authority from the Purchaser so to do, the Supplier shall not be entitled to copy, reproduce, submit or communicate the contents of such documents to any third party. However, the Purchaser shall bear full responsibility for documents placed at the disposal of the Supplier, especially for plans, drawings, samples and data regarding weights, dimensions and capacity. The supplier shall receive immediate written notification from the Purchaser of any amendments thereto. The Purchaser shall remain fully liable regarding the copyright of documents he places at the Supplier's disposal. The Supplier shall be freed by the Purchaser from any obligation regarding claims made on the Supplier in this respect.

5.      The Supplier shall not be held liable for errors contained in the Order or in the documents placed at his disposal or for incorrect information submitted by the Purchaser.



1.      The Supplier’s written Order Confirmation shall cover the scope of equipment to be delivered. The Supplier shall confirm subsequent alterations in writing.

2.      The Supplier reserves the right to change designs in accordance with the latest technical developments. If the price agreed upon is altered thereby, such alterations to design and constructions must be additionally agreed upon.

3.      Safety devices shall be included in the delivery only if specifically agreed upon.

4.      The Supplier reserves the right to make part-deliveries.



1.      Prices are to be understood for delivery ex works Chieming excluding costs of packing, loading, freight, postage and ad valorem insurance. This also applies to agreed part-deliveries and part-shipment.

2.      Prices agreed upon shall be based on costs of material and labour prevailing at the time of conclusion of the contract. Should these costs increase between conclusion of the contract and time of delivery the Supplier reserves the right to ad-just prices accordingly in respect of the uncompleted portion of the order.

3.      Unless otherwise agreed, cash payment without deduction shall be made free to the Supplier's bank as follows:

               1/3 down payment upon receipt of Order Confirmation.

               1/3 upon delivery i. e. advice to the Purchaser that main parts are ready for dispatch.

               1/3  30 days after date of invoice.

               Erection costs are payable immediately upon receipt of the corresponding invoice.

4.      If payments are delayed, the Supplier reserves the right to charge interest for default without prior notification. Such interest shall be based on the official cur-rent Deutsche Bundesbank bank-rate plus 2 %.

5.      The Purchaser can only offset against Supplier's claims or obtain the right of retention if the counter-claims of the Purchaser are uncontested or if a legal title is directed against the Supplier.

6.      If the Purchaser is in arrears with his payments, the Supplier can delay fulfillment of his obligations until receipt of the delayed payments, unless these are due to an action or omission on the part of the Supplier.

7.      The Supplier reserves the right to withdraw from his obligation to supply if he fears that, due to circumstances which have arisen since conclusion of the con-tract, the Purchaser will not effect payment in full and in due time.



1.      Delivery shall commence as from Order Confirmation dispatch date, or handing over of the contract, but not before receipt of the plans, drawings, other documents, approvals, releases, L/Cs etc. to be provided by the Purchaser, nor be-fore receipt the agreed down payment.

2.      The promised delivery shall be considered fulfilled if the main part of the order has left the works upon expiration of such delivery time, or if the Purchaser has been advised by that date that the equipment is ready for dispatch.

3.      The agreed delivery time shall be suitably extended if, after conclusion of the contract, circumstances beyond the Supplier's control arise which delay delivery, whether such circumstances arise at the Supplier's own works or at those of his sub-contractors: such circumstances shall include labor conflicts, fire, mobilization, confiscation, sanctions, rebellions, lack of transportation means, general lack of essential parts, restrictions of energy consumption, breakdowns, miscastings, and delays in the supply of raw and building materials: nor shall the Supplier be held responsible should the above-mentioned circumstances arise during an already existing delay. Delivery time shall furthermore be adequately ex-tended if the Purchaser has not clarified all details in due time or if he delays the work of the Supplier by late decision on, or late notification of important alterations respectively.

4.      If one party to the contract makes a claim under one of the circumstances mentioned above under para. VI. 3. he shall immediately notify the other party in writing from when his claim commences and when it shall expire.

5.      If the Purchaser does not accept the consignment within the time agreed upon in the contract, or if a subsequent delivery extension has been arranged in accordance with the Purchaser's wishes, the Purchaser shall still effect payment as agreed upon as if delivery had been affected. The Purchaser shall pay all costs, which accrue, for storage of the goods at the Supplier's works after notification that they are ready for dispatch. These costs shall be at least 0,5 % of the con-tract price for each full month or for each month which has commenced. The risk for the stored consignment shall be passed on the Purchaser.

6.      Non-acceptance by the Purchaser shall entitle the Supplier to ask the Purchaser in writing to accept the consignment within a reasonable period. If, for some reason, the Purchaser does not comply with this request, the supplier can, by written notification only and without legal intervention, withdraw from the contract in respect of the unaccepted portion and can claim damages for non-fulfillment. Compensation shall amount to not less than 25 % of the contract price agreed upon. Furthermore, the Supplier is entitled to sell the unaccepted or part-accepted portion at the best possible price. Proceeds of the sale, after deduction of costs including realization costs, which require no special evidence up to 15 % of the contract price of the unaccepted portion, shall be deducted from the Purchaser's debit. If costs exceed 15 % of the sales proceeds, the Supplier shall provide evidence of the amount concerned. The balance of proceeds, if any shall be credited to the Purchaser's account.

7.      Fulfillment of a promised delivery shall be subject to the Purchaser's compliance with his contractual obligations.



1.      Liability is assumed by the Purchaser upon shipment of the equipment from the Supplier's works. This also applies to part-shipment as well as shipments for which the Supplier bears costs such as shipping charges, cartage or erection.

2.      The Supplier reserves the right to, and if so requested by the Purchaser shall be obliged to insure the consignment at the Purchaser's expense against breakage, fire, water, damage in transit and other damages.

3.      If delivery is delayed as under para. VI.5., the Purchaser's liability commences from date of communication that the goods are ready for dispatch. The Supplier reserves the right to, and if so requested by the Purchaser shall be obliged to cover insurance's stipulated by the Purchaser at the Purchaser's expense.

4.      Irrespective of the rights stipulated under para IX. delivery of parts thereof must be accepted by the Purchaser even if it is slightly defective.




1.      The Supplier shall retain ownership of items delivered until all payments have been made in accordance with the contract.

2.      The Purchaser may not pledge the items, or transfer title for same. In case of seizure, confiscation or other disposition by third parties, the Purchaser shall notify the Supplier immediately.

3.      In so far that a law exists which covers the delivered item and which does not permit the Right of Ownership, but does permit other rights, then the Supplier is entitled to all such rights. The Purchaser shall be obliged to assist the Supplier in any measures he undertakes to protect his Right of Ownership or any other rights regarding the delivered goods.



1.      With the exclusion of further-reaching claims, the Supplier shall be liable for defects impairing the proper use of the delivered goods and which are due to construction, material or execution as follows:

a) The Supplier shall have the choice of repairing or replacing, without charge, all those parts which within 6 months or within 3 months of daily 24-hour-operation can be proven to have become defective due to circumstances prior to delivery. This refers particularly to defects caused by faulty construction, poor material, or incorrect manufacture, or to parts whose usefulness is impaired by such defects.

On items made by others, the liability of the Supplier shall be limited to his right to transfer the claim to the sub-contractor.

If, based on special arrangements, the Supplier has to include in his delivery protection devices against risks concerning the use of the object of delivery, it shall be no defect if they are not supplied.

b) The Purchaser shall notify the Supplier of such defects immediately upon detection in writing, by telegraph or telephone. The Purchaser shall give the Supplier the necessary time and opportunity to investigate these defects and to correct them. Unless the defect must necessarily be repaired at the erection site, the Purchaser shall send the faulty parts for repair or replacement to Supplier's works. The Supplier has fulfilled his liability regarding the faulty part if he has re-turned a completely repaired part to the Purchaser or supplied a replacement.

c) The Supplier shall not assume liability for damages which are due to the following causes: unsuitable or improper use of the equipment, faulty installation or operation by Purchaser or third persons, normal wear and tear, faulty or negligent handling, especially excessive stress, unsuitable means of operation, re-placement material, faulty building work, unsuitable building ground, chemical, electrochemical or electric influences, unless caused by the Supplier.

d) The Purchaser shall give the Supplier, upon mutual arrangement, the necessary time and opportunity to make repairs and deliver replacements as considered necessary by Supplier, otherwise the Supplier shall be absolved from liability. In the event of emergencies only, of which the Supplier must be notified immediately, or if the Supplier should delay the adjustment of defects, the Purchaser shall have the right repair such defects himself or to have them repaired by others and then to demand appropriate reimbursement from the Supplier.

e) In so far as a claim is proven justifiable, the Supplier shall bear, with regard to the direct cost of repairs of delivery of replacement parts, the cost of the re-placement part including the cost of shipment, also appropriate cost for replacement work. The Supplier shall also bear the cost of sending, if necessary, his erectors and aids, wherever this can be justly requested. All other expenses shall be for account of the Purchaser.

f) The Supplier shall assume liability for replacement parts and for repairs in the same manner as liability was assumed for the object of delivery. The liability for defects shall be prolonged in accordance with the time consumed by interruption of operation caused by repairs.

g) The Supplier shall not be liable for defects, which are due to materials sup-plied by the Purchaser or to a construction authorized by him.

h) The Supplier shall be liable only for defects arising during normal operation under conditions agreed upon in the contract or produced during orderly utilization. He shall not be liable for defects caused after transfer of title, especially for defects arising from:

faulty adjustments and bad installation by the Purchaser, alterations made with-out obtaining Supplier's written consent, incorrect repairs by Purchaser, normal wear and tear.

If personnel other than the Supplier’s, no guarantee for proper erection, install portions of the equipment delivered installation and operation of the equipment will be assumed by Supplier.

i) The Supplier shall be freed from any obligation to repair defects, if the Purchaser or others made repairs or changes without previously obtaining Supplier's authorization.

k) From date of delivery, the Supplier shall not be liable for anything more than stated in this paragraph, or for any defects arising prior to transfer of title.

l) The Supplier may refuse to eliminate defects, if the Purchaser has not fulfilled his obligations.

2.      Any further claims of the Purchaser are excluded. Above all, the Purchaser shall not have the right to withdraw from the contract because of defects arisen, nor shall he be entitled to make reductions from the agreed price, nor to compensation for damages to persons hurt, for damages to goods which are not mentioned in the contract or for any other damages directly or indirectly due to arisen defects, including loss of profit.

3.      All claims of the Purchaser for defects shall become void not later than 6 month after notification of the defect unless Supplier recognized Purchaser instituted it or legal proceedings previously.

4.      If unjustified notice of material defects has been given, necessitating extensive investigations, the Supplier shall be entitled to charge the cost of such examination to Purchaser's account.



1.      The Supplier may withdraw from the contract fully or partly, if the Purchaser de-lays acceptance of the goods, or if he encounters financial difficulties, especially if arbitration or bankruptcy proceedings are instituted against him, or if circum-stances have arisen on the part of the Purchaser or Supplier as referred to under para. VI.3. which make it impossible to deliver the goods fully or partly, despite a reasonable extension of the delivery time.

2.      The Supplier shall inform the Purchaser immediately of his withdrawal in writing, by telegraph or telegram.

3.      In case of withdrawal from the contract, the claims of the Supplier are governed by para. VI. 6. The Supplier shall be entitled to offset any down payment received with his claims.

4.      In case of withdrawal from the contract, the Purchaser shall not have the right to claim for damages from the Supplier.



1.      Foreign charges, especially taxes and fees levied at the Purchaser's domicile or at the site of erection, are not included in the Supplier's invoiced price for deliveries and performances.

2.      Should foreign public charges, especially taxes and fees, be imposed on the Supplier or on his erectors by Government bodies in the country of the Purchaser or at the site of erection, then such charges, taxes or fees shall be met by the Purchaser or, if already paid by the Supplier, then the Supplier shall be reimbursed by the Purchaser accordingly.


1.      Unless the parties to the contract have decided otherwise, or have agreed on the exclusive jurisdiction of a court of arbitration, any disputes arising from the con-tract or connected thereto shall be instituted at a Court having jurisdiction over the district where the head office of the Supplier is located.

2.      The Supplier shall also be entitled to institute legal proceedings at a Court at home or abroad having jurisdiction over the Purchaser's place of residence.

3.      Furthermore, the Supplier shall be entitled to go to a foreign Court of Law, if the execution of the foreign judgment is governed by international conventions between the country of the Purchaser and that of the Supplier, provided the judgment is acknowledged both by the country of the Purchaser and that of the Supplier and can be executed in both countries.



1.      Unless otherwise agreed by the parties to the contract, the contract shall be subject to German Law as applicable at the Supplier's place of residence.

2.      If in case of para. XII.2. and 3. the Supplier institutes legal proceedings against the Purchaser at a foreign Court, the suit shall be subject to the law applicable at the residence of the Court.

3.      This contract shall be interpreted and is obligations be fulfilled by the parties to the contract in good faith and accordance with commercial practice.

For the application of these General Terms of Delivery, in cases of doubt regarding translations into foreign languages, the German wording shall be binding.