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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

§ 1 - Contract Conclusion accepted by ERICH DIECKMANN, they shall be stated in ERICH DIECKMANN’s ofer or accep-
deemed payment only once they have been ho- tance or, if no point of destination is stated
nored. Any discount charges and the costs of any in the ofer/acceptance, "ex works" Iserlohn/
1.1 All goods and services (hereinafter money transfer shall be borne by the customer. Germany.
referred to as "Deliverables") of ERICH DIECK-
MANN GmbH are based solely on these Terms
and Conditions of Sale and Delivery (herein- 3.3 The customer has a right to ofset only 5.2 The obligation for ERICH DIECK-
after referred to as "Terms and Conditions"). counterclaims, which are undisputed, are acknow- MANN to comply with an agreed time of
ERICH DIECKMANN does not acknowledge ledged by ERICH DIECKMANN, or which have be- performance or the agreed delivery period is
any terms and conditions of business of the come fnal and absolute. The customer shall have conditional on the timely and proper perfor-
customer, which confict with or deviate from a right of retention only insofar as the customer's mance of the customer's duties, particularly
these Terms and Conditions or any terms counterclaim is based on the same contractual re- compliance with the agreed payment terms
and conditions of business of the customer, lationship. and performance of the agreed duties to
which are not regulated in these Terms and cooperate (e.g. procurement of documents,
Conditions unless ERICH DIECKMANN has 3.4 All costs, fees and charges associated with a permits, releases) as well as the timely and
expressly consented in writing to their appli- payment (including letters of credit) shall be borne proper answering of all questions to be cla-
cation. These Terms and Conditions of ERICH by the customer. rifed by the customer. The right to raise the
DIECKMANN shall also apply if ERICH DIECK- objection of non-performance of the con-
MANN delivers the deliverables to the custo- 3.5 The deduction of any cash discount shall tract (Einrede des nicht erfüllten Vertrages) is
mer without reservation while being aware require a special written agreement. reserved. Moreover, the delivery period shall
of terms and conditions of business of the be deemed to have been met if the goods/
customer, which confict with or deviate from § 4 - Deterioration of Financial Situation services to be delivered have left ERICH
these Terms and Conditions or which are not DIECKMANN’s works, or if ERICH DIECKMANN
regulated in these Terms and Conditions or if has notifed the customer of their readiness
the customer, in its enquiry or order, refers to 4.1 If the customer's fnancial situation dete- for dispatch, by the time the delivery period
the application of its terms and conditions of riorates after the contract has been concluded or expires. Deliveries may be consolidated and
business. if other facts exist or become apparent after the part deliveries may be made to such extent
contract has been concluded, which justify the as is reasonable.
assumption that ERICH DIECKMANN's claim to the
1.2 In the absence of any special agree- consideration is in jeopardy due to a lack of sol-
ment, the contract shall come about upon vency on the part of the customer ERICH DIECK- 5.3 Force majeure, i.e. unforeseeable
written confrmation of the order by ERICH MANN shall be entitled to demand security from events, outside the control of ERICH DIECK-
DIECKMANN or by ERICH DIECKMANN provi- the customer and/or to revoke the terms allowed MANN and for which ERICH DIECKMANN is
ding the Deliverables. not responsible (e.g. administrative measu-
for payment, also for other debts. In the event that res and orders (irrespective of whether such
the customer is not able to provide the security de- measures or orders are valid or void), fre,
1.3 The INCOTERMS as amended from time manded within a reasonable period ERICH DIECK- foods, storms, explosions or other natural
to time shall apply in addition. MANN shall be entitled to rescind the contract. Any catastrophes, mobilizations, wars, riot, indus-
claims which already exist as a result of deliverab- trial disputes including strikes and lockouts)
1.4 These Terms and Conditions apply les, which have been provided, or because of late shall release ERICH DIECKMANN from its du-
only in relation to an entrepreneur ("Unter- performance shall remain unafected as shall ERICH ties owed towards the customer for the dura-
nehmer") within the meaning of Paragraph DIECKMANN’s rights under Paragraph 321 German tion of the disturbance and to the extent of
310(1) German Civil Code (BGB). Civil Code (BGB). its efect. This shall also apply if said events
occur at a time when ERICH DIECKMANN is
§ 2 - Prices 4.2 The following shall particularly apply as already late with performance ("in Verzug").
facts, which justify the assumption that ERICH ERICH DIECKMANN shall, as far as can rea-
DIECKMANN 's claim to the consideration is in jeo- sonably be expected, provide the customer
2.1 Unless expressly otherwise agreed, pardy due to a lack of solvency on the part of the with the necessary information and adjust
prices are stated in euros, delivery "ex works" customer: (a) attachments or other enforcement ERICH DIECKMANN’s obligations to the alte-
(EXW) including packaging and duty unpaid. measures levied upon the customer's assets, (b) the red conditions in good faith. If it is not possi-
Any further costs shall be borne by the occurrence of a ground for insolvency (inability to ble to provide the deliverables to the custo-
customer. pay or overindebtedness) at the customer, (c) the mer within a reasonable period due to such
customer fles a petition for the opening of insol- events, the customer and ERICH DIECKMANN
2.2 ERICH DIECKMANN's prices do vency proceedings over the assets of the customer, shall have the right to rescind the contract or,
not include the statutory value added tax; (d) a third party fles a petition for the opening as the case may be, to rescind such part of
ERICH DIECKMANN shall indicate said statu- of insolvency proceedings over the assets of the the contract as has not yet been performed.
tory value added tax separately in the invoice customer unless such action is taken as an abuse There shall be no right to damages because
at the statutory rate on the date the invoice of the law, (e) insolvency proceedings are opened of any such rescission.
is issued. over the customer's assets, (f) the opening of in-
solvency proceedings over the customer's assets is
§ 3 - Payment dismissed for lack of assets, (g) ERICH DIECKMANN 5.4 ERICH DIECKMANN shall be re-
's commercial credit insurance company rejects in- leased from its obligation to deliver if ERICH
surance cover for the debt owed by the customer. DIECKMANN is, for no fault of its own, itself
3.1 Unless expressly otherwise not supplied in due time with the correct
agreed, payment must be made without any goods, which have been ordered to perform
deductions immediately after receipt of the § 5 - Delivery Terms - Period - Delivery the contract.
invoice.
5.1 Unless expressly otherwise agreed, deli- 5.5 ERICH DIECKMANN shall be
3. 2 If cheques and bills of exchange are very shall be efected "ex works" (EXW) the place liable for late performance in accordance

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