General Terms and Conditions of Business and Delivery

I. General information
The present terms and conditions shall apply to all transactions concluded with us. Buyer's purchasing terms shall not be valid, even if we do not expressly contradict these. Client's purchasing terms contradict-ing our terms and conditions of delivery (or parts thereof, as the case may be) shall only apply if we declare our agreement with these in writing. However, in such a case, all other agreements shall remain legally effective. Our quotations shall be subject to change without notice. We shall retain ownership and copy-rights to drawings, estimates and other documents transmitted to our clients. Our quotations and documents may not be made accessible to third parties, in particular not to rival companies, and shall be returned to us upon request. A contract shall be concluded by the written order confirmation of Supplier unless otherwise agreed.

II. Prices
Prices shall be understood ex our works excluding packaging, unless expressly agreed otherwise. The prices valid on the date of delivery shall be charged, although they shall not be binding for follow-up orders.
As a matter of principle, our prices shall be understood net plus the statutory Value Added Tax valid at the time in question.
The prices for conveyor systems and units shall be understood without assembly and commissioning as a matter of principle. Assembly and commissioning must be ordered separately in each case. Finishing and charging shall be done according to our terms and conditions of assembly valid at the time.

III. Delivery and dispatch
The delivery period shall commence with dispatch of the order confirmation, albeit not before provision of the documents, approvals, releases to be procured by Client or before receipt of any down-payment agreed.
The delivery period shall be deemed complied with if the object of delivery has left the works or readiness for dispatch has been notified before its expiry.
The delivery period shall be extended to a reasonable extent in the event of measures in the course of industrial disputes, in particular strikes and lock-outs, as well as in the event of unforeseen obstacles beyond the control of Supplier, insofar as said obstacles can be proven to have been of considerable influence on the completion or delivery of the object of delivery. This shall also apply if the circumstances occur with sub-suppliers.
Supplier shall also not be answerable for the aforementioned circumstances if they occur during a delay which has already commenced. Supplier shall notify Client as soon as possible in important cases of the start and end of such obstacles.
If Client suffers damages on account of a delay occurring through Supplier's own fault, Client can set a suitable subsequent period and then demand damages from arrears. For each complete week of the delay, the damages shall amount to ½ per cent, however in total a maximum of 5 per cent, of the value of the part of the total delivery which cannot be used punctually or as per contract as a result of the delay.
If dispatch is delayed at Client's request, costs incurred by the storage shall be charged to it starting one month after notification of the readiness for dispatch. In the event of storage in Supplier's works, no less than ½ per cent of the invoice amount shall be charged for each month. However, Supplier shall also be entitled to dispose otherwise of the object of delivery after setting and fruitless expiry of a subsequent period and to supply Client after a corresponding extension of the delivery period.
Compliance with the delivery period shall presume satisfaction of Client's contractual duties.
Additional or short deliveries of up to 5% or up to 10% in the event of special productions shall be admissi-ble. Part deliveries are permitted.
All risks shall pass to Buyer upon hand-over to the forwarder or haulage contractor, albeit no later than leaving the works or the warehouse. This shall also apply if delivery carriage prepaid or delivery free works has been agreed in exceptional cases.
If dispatch is delayed due to circumstances for which Buyer is answerable, risk shall pass to Buyer from the date of the readiness for dispatch.

IV. Model equipment
Mould equipment produced by us shall remain our property even if pro rata costs are charged. Buyer may only make claims against us for copyright or protection of industrial rights with regard to such moulds to the extent that it refers to the existence of such rights and expressly reserves these.

V. Terms of payment
Our invoices shall be due for payment pure net within 8 days of the date of invoice. Subcontracting work, freight and assembly costs shall be due for payment immediately pure net. Amounts of less than Euro 50.- shall be due for payment immediately net cash. The following terms of payment shall apply, unless other terms are agreed, when delivering conveying systems and other complete units:
1/3 upon order confirmation, 1/3 upon readiness for dispatch, 1/3 30 days after invoice date pure net.
If an acceptance inspection is agreed, the latter shall be deemed completed if

- the acceptance inspection is not held on the date planned for reasons for which Supplier is not answerable.
- Client rejects the inspection without being entitled to do so.
- Client makes use of the deliveries and services of Supplier.

Payments by bill of exchange shall only be admissible following prior agreement. In such cases, discount rebates shall not be granted. The bills submitted may not exceed a term of 90 days. Discount charges shall be charged to Buyer with immediate maturity.
Delayed payment shall entitle us to charge default interest in the amount of 2% above the discount rate of the German Federal Bank, at least however 5%. If Buyer falls into arrears with a due payment or if a bill negotiated by it is protested or Buyer stops its payments, all our claims existing against it shall be deemed due for payment immediately. In arrears of payment, a right of offset and retention shall accrue to us. Over and above this, the right to claim damages shall remain reserved for us.

VI. Retention of title
Deliveries shall be made exclusively under retention of title, even if they have already been partly or totally further processed. Machining and processing shall be done on our behalf, with the result that we shall acquire ownership of the new object. Resale shall only be admissible if the claim to the purchase price is assigned to us. If Buyer sells the goods supplied by us before they have been completely paid for, it shall assign all the rights accruing to it against its clients from the resale to us. Payments made to Buyer on this basis must be kept separate for Supplier and paid to the latter.
Pledging and transfer by way of security shall not be permitted to Buyer before complete payment.
Paid goods shall also remain our property as long as we are entitled to any claims whatsoever against Buyer.
If the realizable value of our securities exceeds the claims to be secured by more than 20%, we shall to this extent be obligated to release securities at our choice by Client's request or that of a third party impaired by the excess security.

VII. Warranty
We shall be liable as follows for defects in delivery, which shall also include the absence of warranted properties, ruling out all further claims, especially concerning consequential harm caused by a defect:

all parts produced by us shall be improved by us free of charge or delivered new, at our choice, if they are as proven become useless or considerably impaired in their usability within 12 months since passing of risk (within 6 months in the event of multi-shift operation) as a result of circumstances occurred before passing of risk and answerable by us. The determination of said defects shall be reported to us in writing immediately. Replaced parts shall become our property.
As a matter of principle, repairs shall only be done in our works. Parts giving rise to complaint shall be returned upon our request, to the extent necessary in good packaging, and enclosing a packing sheet stating the project number. Freight costs shall be laid out by Buyer. They shall only be reimbursed in the event of a justified notification of defects. If the parts and units supplied by us are delivered abroad by Buyer, our warranty shall be limited to the costs which we would incur in the implementation of Buyer's warranty claims in this country. This shall also apply if we were informed in advance that our parts are supplied abroad by Buyer. If repeated improvement on our part remains unsuccessful, Buyer shall have the right to cancel the contract or reasonably reduce the purchase price within the limits of legal redulations and after setting a reasonable final period with a threat of rejection. The reasonable final period shall not commence before the defect and our answerability have been acknowledged or proven.
Faulty assembly or commissioning, unsuitable or improper use or modification by Buyer or third parties, a lack of maintenance, natural wear and tear, faulty or negligent treatment - in particular excessive strain, unsuitable operating equipment, replacement materials, chemical, electrochemical or electrical influences (to the extent that they are not to be put down to our fault) - shall rule out all and any liability. Assignment of Buyer's warranty claims to third parties is not permitted.
If Client makes insufficient, false or misleading statements about the product and about the conditions of use of the units, e.g. temperature, contamination etc., or if it waives prior trials, we cannot assume any warranty and liability for the flawless function of our systems. Liability for the function of our systems shall only be assumed if erection has been done carefully and properly or by our specific assemblers. The samples transferred to us shall remain in our possession until the end of the warranty period. If construction documents are provided in whole or in detail, we shall only be liable for tidy implementation in line with the workshop.
Buyer shall provide us with the necessary time and opportunity for improvement or re¬placement delivery which appear necessary to us, otherwise we shall be released from all and any liability for defects. Buyer can only remedy the defect itself or have it remedied by third parties and demand suitable reimbursement of its costs from us in urgent cases of jeopardizing its operational safety, of which we are to be notified immediately, or if we are in arrears with remedying the defect. A warranty period for the original delivery shall exist for work for subsequent performance or delivered spare parts. Returns shall require our prior approval.

VIII. Notification of defects
Complaints shall only be taken into account if they have been made in writing within 8 days of receipt of the commodities.
Defects which could not be discovered within the said period, even during careful inspection, shall be reported immediately, albeit no later than 8 days after discovery of the defect. Any processing of the parts which has been planned shall be stopped immediately. Warranty claims can no longer be made 12 months after passing of risk of the goods (6 months in multi-shift operation).

IX. Buyer's right to withdrawal and other liability of the Supplier
1. Buyer can withdraw from the contract if complete performance becomes impossible for Supplier before passing of risk. The same shall apply in the event of inability to perform by Supplier. Buyer can also withdraw from the contract if implementation of a part of delivery becomes impossible with regard to the quantity in an order for equivalent objects and Buyer has a justified interest in rejection of a part delivery; if this is not the case, Buyer can reduce the consideration accordingly.
2. Buyer shall be entitled to withdrawal if default in performance exists within the meaning of Section III. of the terms and conditions of delivery and if Buyer grants Supplier in default a reasonable final period with the express declaration that it shall reject acceptance of the performance after expiry of said period and if the final period is not complied with.
3. If impossibility of performance occurs during delay in acceptance or through Buyer's fault, the latter shall remain obligated to consideration.
4. Buyer shall further have a right to withdrawal if Supplier allows a reasonable final period set for it for improvement or replacement delivery with regard to a defect, for which it is answerable within the mean-ing of the terms and conditions of delivery, to expire fruitlessly through its own fault. Buyer's right to withdrawal shall also exist in other cases of failure of improvement or replacement delivery by Supplier. If only an irrelevant defect exists Buyer shall have merely the right to reduce the contract price. In all other cases the right to reduce the contract price shall remain excluded.
5. All other, further claims of Buyer, in particular for rescission of the contract, cancellation or reduction, as well as reimbursement of damages of any kind, also those not occurring on the object of delivery itself, shall be ruled out.

Said limitation of liability shall not apply in the event of willful intent or gross negligence of the owner or of executives, in the event of culpable injury to life, body or health, in the event of fraudulent concealment of defects, within the limits of a promise of guarantee and in the event of defects on the object of delivery, insofar as there is a liability for damages to persons and property according to Product Liability Act.
In the event of a culpable breach of contract the Supplier is also liable for gross negligence of non-executives and for slight negligence, limited to direct losses foreseeable and typical for this type of contract

X. Software applications
If software is included in delivery, a not exclusive right to use the delivered software inclusive its documen-tation shall be granted to Buyer. It shall be transferred for application to the intended object of delivery. Application of the software to more than one system is not permitted. Buyer shall be entitled to copy, revise, translate or convert the software from object code to source code only in the statutory permitted extent (Law on Copyright). Buyer shall be obligated not to remove or modify the manufacturer information – in particular Copyright notes – without the expressly prior approval of Supplier. All further rights to the software and the documentation inclusive the copies shall remain at Supplier respectively at the software supplier. It is not permitted to assign sublicenses.

XI. Place of performance and place of jurisdiction
Place of performance for delivery and payment shall be Berching. The place of jurisdiction for Contracting Parties shall be Supplier's headquarters. In the event of dispute, we shall also be entitled to sue at Buyer's registered office.
The contract shall be governed by German law, also in the event of deliveries abroad.
The applicability of UN purchase law is ruled out. 

                                                            Version: 01/2012


Singer & Sohn GmbH
Industriepark Erasbach B1
D-92334 Erasbach

Telefon: +49 (0)8462 - 9422-0
Telefax: +49 (0)8462 - 9422-22