Terms and Conditions - Version: 11 January 2003

General terms and conditions of sale and supply

§ 1 General

These General Terms and Conditions of Sale and Supply apply exclusively to the orders, contracts and offers made in these pages unless otherwise agreed and confirmed in writing. These terms and conditions apply to contracts for the supply of machinery, spare parts and accessories and also to contracts for the completion of repairs. Other General Terms and Conditions contradicting the Ruwac General Terms and Conditions of Sale and Supply shall not be taken into consideration. Only Ruwac Terms and Conditions are expressly binding. Failure by Ruwac to acknowledge receipt of the customer's general sales terms and conditions in no way constitutes consent or agreement to the customer's terms and conditions. The Ruwac General Terms and Conditions of Sale and Supply in their current version and as agreed shall apply to all future business dealings and contracts without the need to expressly state this condition and also in those individual business dealings where any exceptional conditions are agreed.

§ 2 Offers

Offers and verbal agreements made by Ruwac only become binding when they are confirmed in writing. Statements made by Ruwac employees, sales representatives or agents only become binding when they are confirmed in writing by Ruwac.

§ 3 Delivery, transfer of risk

Ruwac shall use the delivery method of its choice, such method being suitable for the purpose.
Delivery is at the expense and risk of the customer unless Ruwac uses its own vehicles and personnel and the damage is caused by third parties. Risk liability is transferred to the customer when the goods are handed over to the postal service, package courier service, forwarding agent or haulier's agent and is transferred, at the latest, when the goods leave our works or storage facilities. This applies particularly to sales where CIF,
CFR, FAC, FAS or FOB terms are agreed.

§ 4 Terms of delivery

The details of terms of delivery stated are not binding unless otherwise expressly agreed in writing. Our terms of delivery are subject to the availability of our delivery service, to the availability of other delivery services and to the conditions prevailing at our agents. The terms of delivery commence on the date on which we confirm acceptance of the order provided that all order conditions have been clarified and agreed. The term of delivery is considered to have been fulfilled if the "goods ready for shipping" advice notice is sent by us in good time and even if the despatch of the same was not possible for reasons not of our making.
The delivery date is the day of shipping. For goods collected by the customer, the delivery date is the day on which the "goods ready for shipping" notice is despatched.
In the event that Ruwac fails to fulfil the terms of delivery punctually, the purchaser has the right to withdraw from the contract after having issued a written notice of withdrawal with a period of notice of two weeks. Events such as force majeure, industrial action or similar events at our premises or those of our suppliers or unforeseeable hindrances over which we have no influence will extend the agreed terms of delivery by a maximum of two weeks. If the goods are no longer of any interest to the purchaser as a result of late delivery by us, the purchaser has the right to withdraw from the contract after having given two weeks notice in writing of its intention to withdraw. No claims for damages for late delivery or failure to fulfil the contract can be made unless gross negligence by Ruwac or its contractual partners is proven.

§ 5 Partial delivery

Ruwac has the right to make partial deliveries. The purchaser is obliged to accept partial deliveries. If Ruwac fails to deliver the outstanding parts of a partial delivery, and if the purchaser does not receive a satisfactory reply to its written reminder notice within a period of two weeks, the purchaser has the right to withdraw from the entire contract, if the outstanding parts cannot be obtained in any other way and the delivered parts are of no use to the purchaser.

§ 6 Prices, terms of payment

Unless otherwise agreed in writing, prices are the Ruwac prices valid on the day on which the order is confirmed.
Unless otherwise agreed in writing, only the Ruwac price list valid on the day on which the order is confirmed is the valid price list. A price list becomes invalid when a new price list is published. All our prices are net and do not include value added tax.
Invoices for goods are payable at 30 days. Invoices for after-sales services are payable 10 days after the date of invoice. No deductions shall be made to invoiced amounts. Bills of exchange and cheques are accepted in exceptional circumstances only and are subject to reserve and confirmation of discounting. All necessary expenses involved are the responsibility of the purchaser. The acceptance of a bill of exchange after its settlement date or prolongation does not constitute a deferment of payment. Ruwac reserves the right to return bills of exchange or cheques at any time.

§ 7 Late payment

If the purchaser makes a late payment, we reserve the right to charge, without giving notice, interest at 9% above the basic bank interest rate as per Article
247 BGB. We reserve the right to charge an additional €5.00 reminder charge for the second and each subsequent reminder notice. In individual cases we reserve the right to make higher charges for late payment. In the event that the purchaser fails to meet its payment obligations or issues a bill of exchange or cheque which is protested, or if circumstances become known demonstrating that the purchaser's contractual obligations towards Ruwac are at risk, Ruwac has the right, regardless of previous payment agreements, to request immediate payment of all sums outstanding. Ruwac deliveries which are still outstanding can be made with cash on delivery or dependent on the provision of suitable guarantees without in any way affecting the performance of our delivery obligations. As an alternative to guarantees, the purchaser has the right to make advance payment. If the guarantees requested are not forthcoming within a period of one week, Ruwac has the right to withdraw from the contract. If partial payments have been agreed, any outstanding amounts must be paid immediately if the purchaser remains behind with a payment for more than 8 days.
Payments to third parties, and in particular to sales representatives and agents, are excluded unless these persons are expressly delegated to receive payment.

§ 8 Offsetting, right of retention

The purchaser may only request offsetting with receivables due from Ruwac which have been expressly and legally agreed with Ruwac. The purchaser shall not request any offsetting for receivables which do not relate to this contract and which relate to other contractual obligations.

§ 9 Reservation of title

The goods supplied remain the property of Ruwac up until such time as the purchaser has fulfilled all its contractual obligations to Ruwac in full.
The purchaser has the right to have at its disposal and to sell the goods in normal commercial transactions under the usual conditions. As a guarantee of Ruwac's rights, the purchaser undertakes to transfer to Ruwac the proceeds received from any sales, to the value of the invoice amount including any value added tax due, irrespective of whether the goods have been sold on with or without been further processed. If our goods are processed or joined to other goods, we have the right without incurring further obligation to co-ownership in the new object, the value of co-ownership being equal to the invoiced sum remaining after any other goods have been subtracted. The value of the co-owned goods reserved to us herein is our invoice value.
If the purchaser is the sole proprietor of the new object, it is herewith agreed that co-ownership in the aforesaid object is granted.

When requested by the purchaser, Ruwac is ready and obliged to release securities of its choice, when and wherever the value of securities exceeds the value of current claims deriving from this business relationship by more than 20% (twenty percent). The purchaser has the right to collect payment from its customers provided that the purchaser fulfils it payment obligations to Ruwac in a timely and orderly manner. Ruwac retains its authority to collect payments. Ruwac undertakes not to exercise its right to collect payment provided that the purchaser fulfils its payment obligations as agreed, provided that the purchaser has not fallen behind with payments, and provided that there are no insolvency proceedings in progress involving the purchaser's property. If this is the case, the purchaser is obliged to issue sales invoices for the reserved title goods, and is further obliged to name the third-party debtor and to communicate all the information necessary for collection. The purchaser must automatically inform third-party debtors about any such transfer and also request that payment be made exclusively to Ruwac. Attachment orders on the reserved title goods issued by Ruwac always include a withdrawal clause.

The purchaser undertakes to handle the reserved title goods with due care and attention and also to insure the reserved title goods against flood damage, fire, burglary, theft and similar risks. All claims against an insurer or insurers or against third parties causing damage, shall be transferred and handled by Ruwac.

In the case of third-party compulsory attachment orders regarding the reserved title goods or regarding receivables from third parties transferred by way of guarantee, the purchaser must immediately and unreservedly report to Ruwac all the information Ruwac might require to proceed with an intervention. The costs of intervention shall be borne by the purchaser.

The purchaser furthermore undertakes to report any loss or damage regarding the reserved title goods to Ruwac. The purchaser is further required to inform Ruwac of any changes in the address of its registered and company offices.
Ruwac accepts the foregoing transfers.

§ 10 Warranty

This warranty does not cover alterations in the equipment due to wear, faulty or incorrect usage, excessive strain, use of unsuitable cleaning materials or similar actions. This warranty does not cover damage causes by failure to follow instructions given in our instruction manual or by failure to perform the maintenance specified in instruction manual.
It is agreed with the purchaser that the goods supplied are only guaranteed with respect to the product specifications given in our instruction manuals, technical data sheets and packaging-delivery notes. If the goods supplied do not fully correspond to the product specifications given in our instruction manuals, technical data sheets and packaging-delivery notes, or do not have any of the characteristics stated therein, the conditions of DIN regulations, EC regulations, technical best practice and current state-of-the-art shall apply and shall apply in the order and with the priority given here. The product characteristics not stated in these regulations and not stated in our instruction manuals, technical data sheets and packaging-delivery notes shall in no way be considered as tacitly agreed with the customer beforehand. Article 434
para 1 clause 3 BGB shall continue to apply.
Ruwac declines all liability and makes no guarantees for its products where these are used by the purchaser for purposes other than those specified or for purposes outside the performance limits of Ruwac products.

The warranty period is 12 (twelve) months from the date of handing over of the goods to the purchaser unless a longer period is agreed in writing. Article
479 BGB shall continue to apply.

On receipt of the goods at the agreed delivery point, the purchaser must immediately check the goods to ascertain that they are undamaged, complete and comply with contractual specifications. Article 377 HGB shall apply where applicable. Any clearly visible defects which appear during an inspection must be reported in writing by the purchaser within 10 (ten) days of receipt of the goods. Any hidden defects which are not visible at an inspection must be reported in writing by the purchaser within 10 (ten) days of their discovery. Defects not reported within the period of notice specified are not covered by warranty. Article 479 BGB shall continue to apply.

Any parts with proven defects which are reported in due time will be repaired by us or substituted. The choice of repairing or substituting goods is at our discretion. If repairs or substitutions of defective parts is unsuccessful, or if the defects are not solved within an additional period of notice of 15 days, the purchaser has the right, at its own discretion, to request a reduction in the purchase price or to request cancellation of the contract.
If a valid warranty claim is made by the purchaser for goods which it is using abroad (for example in a subsidiary company or at an overseas construction site), Ruwac undertakes to pay the costs of spare parts, shipping and any dismantling and assembly work necessary at the rates pertaining at the purchaser' registered head offices in the Federal Republic of Germany.
Further claims, including those for damages or substitutions of any type are excluded provided that deliberate or gross negligence on the part of Ruwacor its agents acting in pursuance of this contract are not proven.

§ 11 Product liability

Ruwac and the purchaser share joint liability for the results of product defects as stipulated in the currently valid version of the Product Liability Law of 15.12.89; joint liability compensation claims by the purchaser against Ruwac are excluded. Ruwac can make joint liability compensation claims as per the Product Liability Law against the purchaser in those cases where claims are made against Ruwac and the purchaser or against Ruwac alone for product defects and where such claims are made by persons empowered to do so by the Product Liability Law.
The purchaser's joint liability obligations and its duty to pay full compensation under joint liability are excluded in those cases where deliberate or gross negligence on our part is proven.

§ 12 Fixed sum indemnity

The purchaser shall be liable to the payment of a fixed compensation fee in the event that the same purchaser expresses its firm intention not to fulfil the terms of this contract, and in particular those terms regarding the acceptance of goods, without giving a legally justifiable reason. Ruwac will issue repeated reminders and after a final reminder with a notice of 7 (seven) days, can request a fixed sum payment equal to 25% (twenty-five percent) of the order sum as compensation for the purchaser's failure to fulfil the terms of the contract. Ruwac reserves the right to request a higher compensation fee.

§ 13 Applicable law, foreclosure outside Germany

These terms and conditions also apply to business and sales outside Germany. Contractual obligations are subject exclusively to German law. The applicability of international laws, and in particular those regarding sales, is expressly excluded.
Where Ruwac is obliged to take legal action or institute foreclosure proceedings outside Germany, the buyer shall be liable for all legal and other costs, including the costs of legal services and the hiring of a collection agency, in the event that Ruwac's claims prove justified.

§ 14 Place of performance and jurisdiction

The place of performance for all claims arising out of contractual obligations between Ruwac and the buyer is Melle, Germany. If the buyer is a business person, a legal person in public law or a public company, the place of jurisdiction is Osnabrück, Germany. This applies also to contracts made with contractual parties residing outside Germany.