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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

a separate written agreement on this which ERICH DIECKMANN can take court action against which ERICH DIECKMANN is entitled against
also regulates the remuneration for any such said measures. If the third party is not in a position the customer, exceeds the amount of all
transfer of title. to reimburse ERICH DIECKMANN the court and out- secured claims by more than 10 %, ERICH
of-court costs, the customer shall be liable for the DIECKMANN shall, upon request by the cus-
13.3 Existing Intellectual Property Rights loss incurred by ERICH DIECKMANN. tomer, release a corresponding portion of
shall remain with ERICH DIECKMANN. The the security interests. The choice of security
transfer of any Intellectual Property Rights interests to be released shall be up to ERICH
and the grant of any right to use any Intellec- 14.5 The customer is entitled to resell in the DIECKMANN.
tual Property Right - of whatever kind - to the ordinary course of business. The customer hereby
customer shall require express written agree- already assigns all accounts receivable accruing to
ment between the parties. it against its customers or third parties as a result § 15 - Miscellaneous
of reselling the Reserved Goods and assigns them
13.4 ERICH DIECKMANN shall be solely to ERICH DIECKMANN in the amount of the fnal 15.1 ERICH DIECKMANN is free in its
entitled to the rights - particularly Intellectu- invoice amount (including value added tax) of the choice of subcontractors and on no account
al Property Rights - to all work results, which account receivable and more particularly does so
ERICH DIECKMANN achieves in connection irrespective of whether the Reserved Goods were has to give the customer their names.
with the cooperation between ERICH DIECK- sold before or after processing. The customer shall
MANN and the customer. remain authorized to collect said account receivab- 15.2 Unless expressly otherwise
le even after the assignment. ERICH DIECKMANN's agreed, the place of performance shall be
§ 14 - Reservation of Title authority to collect the account receivable itself Iserlohn.
shall remain unafected by this. ERICH DIECKMANN
shall, however, not collect the account receivable 15.3 In business dealings with entre-
14.1 The goods to be delivered shall re- so long as the customer complies with its payment preneurs ("Unternehmer") it is agreed that
main the property of ERICH DIECKMANN un- obligations out of the proceeds collected, is not in for legal disputes,whose subject matter falls
til all of the claims which ERICH DIECKMANN default of payment and in particular no petition for within the jurisdiction of the Amtsgerich-
has against the customer arising out of the the opening of insolvency proceedings has been te [Local Courts], the place of jurisdiction
business relationship have been satisfed (re- fled and payments have not been suspended. shall be the Amtsgericht [Local Court] Iser-
servation of title). This shall also apply if the However, if this is the case, ERICH DIECKMANN can lohn and for legal disputes, whose subject
purchase price has been paid for specifc sup- demand that the customer discloses the assigned matter falls within the jurisdiction of the
plies of goods designated by the customer. accounts receivable and the debtors owing said Landgerichte [Regional Courts], the place of
accounts receivable to ERICH DIECKMANN, provi- jurisdiction shall be the Landgericht [Regio-
14.2 In the event of any breaches of duty des ERICH DIECKMANN with all of the information nal Court] Hagen. ERICH DIECKMANN shall,
by the customer, particularly in the event of required for collection, hands over the documents at its option, also be entitled to sue at the
any late payment, ERICH DIECKMANN shall pertaining thereto and notifes the debtors (third Customer's place of registered ofce (Sitz).
have a right of rescission and retraction; the parties) of the assignment.
customer shall be obliged to surrender the 15.4 The laws of the Federal Republic
goods delivered that are subject to the reser- of Germany shall apply exclusively with the
vation of title (hereinafter referred as "Reser- exception of the UN Sales Convention (CISG).
ved Goods") and must - to the extent neces- 14.6 Any processing or transformation of the
sary - grant ERICH DIECKMANN access to its Reserved Goods by the customer is always under-
property and premises. The taking back of taken for and on behalf of ERICH DIECKMANN. If
the purchased goods by ERICH DIECKMANN the Reserved Goods are processed with other pro-
shall constitute rescission of the contract. Af- perty not belonging to ERICH DIECKMANN, ERICH
ter taking back the purchased goods, ERICH DIECKMANN shall acquire co-ownership of the new
DIECKMANN shall be entitled to realize said goods in the proportion which the value of the Re-
goods, and the proceeds from any such rea- served Goods (fnal invoice amount including value
lization less the reasonable realization costs added tax) has to the value of the other processed
shall be ofset against the customer's liabili- property at the time of processing. Moreover, the
ties. same shall apply to the object created by means of
the processing as applies to the Reserved Goods.
14.3 The customer shall be under a duty
to treat the Reserved Goods with care; it shall 14.7 If the Reserved Goods are inseparably
particularly be under a duty to adequately in- mixed with other property not belonging to ERICH
sure said goods at its own cost and for their DIECKMANN, ERICH DIECKMANN shall acquire
replacement value against damage due to co-ownership of the new goods in the proporti-
fre, water or theft. If servicing and inspection on which the value of the Reserved Goods (fnal
work is necessary the customer must carry invoice amount including value added tax) has to
out such servicing and inspection work in a the value of the other mixed property at the time
timely manner and at its own cost. of mixing. If the goods are mixed in such a way that
the customer's goods are to be considered as the
main goods, it shall be deemed to be agreed that 8
14.4 The customer may not pledge or the customer shall transfer co-ownership to ERICH
transfer the Reserved Goods by way of se- DIECKMANN pro rata. The customer shall keep the
curity while the reservation of title exists. In sole ownership or co-ownership, which has thus
the event of any distraint, seizures or other accrued, safe on behalf of ERICH DIECKMANN.
disposals or intervention by third parties the
customer must inform ERICH DIECKMANN
without undue delay and in writing so that 14.8 If the value of all security interests, to

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