General terms and conditions

General Terms and Conditions of
GSU GmbH
Punching and forming technology
Grönerstr. 42
71636 Ludwigsburg
Germany

1. Scope

The terms and conditions apply to all current and future business relationships with entrepreneurs, entrepreneurs

i.S.d. Business conditions are natural or legal persons or legal partnerships, with which in

Business relationship acting in the course of a commercial or self-employed professional activity.

Deviating, conflicting or supplementary terms and conditions, even with knowledge, not part of the contract, unless its validity is expressly agreed in writing. Our terms and conditions apply as well

if, in the knowledge of conflicting or deviating terms and conditions of the customer, we

deliver to the customer without reservation.

2. Offer, offer documents, conclusion of contract, subcontracts

Our offers are non-binding. The documents belonging to the offer, such as illustrations, drawings and measurements are only approximately authoritative, unless expressly designated as binding; in particular they do not provide any specifications. Technical changes and changes in shape, color and / or weight remain within the scope of the reasonably reserved. Keep to cost estimates, drawings and other documents or data in electronic form we reserve the property and copyright. They may not be made accessible to third parties. Before being passed on, the customer / supplier of our express written consent. We are obliged by the customer as confidential plans only with the consent of third parties.

Customer orders are binding. We are entitled to place the contract offer in the order within two weeks

to accept after receipt with us. The acceptance can be declared either in writing or by delivery to the customer.

Decisive for the contract is the written confirmation; Oral statements are not binding unless confirmed in writing become. Our liability for errors resulting from the documents submitted by the customer (eg drawings) as well as due to wrong or unclear, even verbal information provided by the customer, is excluded.

We carry out orders according to drawings, samples or other information without checking whether this results in industrial property rights third be injured. We accept no liability for such claims. The examination of the protective right situation is a matter of the customer.

3. Prices, payment, rights of retention

Prices to entrepreneurs are understood plus VAT and are ex works, but only packaging, insurance and discharge. If payments are made in a foreign currency, exchange rate changes will be made in euros

the customer. If taxes, duties, charges, fees or expenses are increased or new between conclusion and performance of the contract we are entitled to increase the price accordingly if four months have elapsed since the conclusion of the contract or the contractor is a merchant. The prices are valid from the day of conclusion of the contract to four months. By agreement delivery period of more than four months or for continuing obligations that last longer than 4 months, we are entitled to cost increases incurred in the meantime for procurement / delivery, including those resulting from changes in legislation conditional (for example increase in value added tax) by price increases to the extent to the customer.

The customer has a right of set-off only if his counterclaims have been legally established or recognized by us were. The customer can exercise a right of retention only if his counterclaim is based on the same contractual relationship.

4. Delivery time, delivery delay, partial deliveries, excess and shortage quantities. The delivery time results from the agreements of the contracting parties. Their observance by us presupposes that all

commercial and technical issues between the contracting parties have been clarified and the customer is responsible for all of them obligations, such as Providing the required governmental certificates or permits or the performance of a deposit has been met. If this is not the case, the delivery time will be extended accordingly. This does not apply, as far as we deliver delay.

The delivery time is met if the delivery item has left the factory by the time of its expiration or the readiness for dispatch is communicated. Insofar as an acceptance has to be made, the acceptance date is – except for a justified refusal of acceptance decisive, alternatively the notification of readiness for acceptance.

Compliance with the delivery deadline requires the timely and correct self-delivery as well as the fulfillment of the contractual obligations of the customer ahead. If the execution or completion of the work is delayed for reasons for which the customer is responsible, we will do so exempt from the obligation to comply with agreed delivery dates. Cases of force majeure, in particular industrial action as well as other unforeseen events in our company or at one of our subcontractors release us from compliance the delivery time. This is extended appropriately. This also applies to the occurrence of force majeure during a delivery delay. The delivery period will continue to be extended appropriately if required for the execution of deliveries, documents or documents information required for the execution of the orderer can not be received in time, as well as in the event of subsequent amendment of the order. We must inform the customer immediately about the occurrence of such an event.

If the purchaser incurs any damage due to a delay for which we are in accordance with para. 9, he may be compensated by not more than 0,5% of the price of the arrears delivery for each full week of delay, but in no case more than 5% of the value of the total delivery. Other compensation claims are excluded.

The customer sets us – taking into account the statutory exceptions – after the due date a reasonable period for performance and if the deadline is not met, the customer is within the legal limits regulations entitled to resign. The customer is is obliged, at our request, to declare within a reasonable time whether it is due to delay the delivery of contract withdraws or insists on the delivery.

Excess or short deliveries up to 10% of given orders have to be taken over by the customer. If the completion amount by if the purchaser’s specifications are exceeded, we are entitled to charge correspondingly higher prices for the excess quantity of the market situation to demand.

Partial deliveries are permitted.

5. Acceptance, transfer of risk

The acceptance of the deliveries or services must be carried out immediately after notification of completion. This also applies to itself completed partial services or partial deliveries. As far as an acceptance has to take place, this is in each case for the passage of risk prevail. It must be carried out immediately on the acceptance date or, alternatively, after the declaration of readiness for acceptance

become. The customer may not refuse acceptance in the event of a material defect.

If the delivery parts leave our factory, the risk is transferred to the buyer, even if partial deliveries are made or if the shipping or handling costs are taken over by us. Delays or omits the shipping or the

Acceptance as a result of circumstances for which we are not responsible shall be at the risk from the date of notification of the dispatch or acceptance readiness on the customer over. Insurance against damage in transit will be made only on the order and cost of the customer. Goods notified ready for dispatch must be accepted by the customer without delay. Otherwise, we are entitled to post them

to send your own choice or to store at the expense and risk of the purchaser.

6. Retention of title

We reserve the ownership of the subject matter of the contract until complete settlement of all claims arising from a current contract business relationship. A pledge and chattel mortgage of the reserved goods is not permitted to the purchaser. The customer is obliged to us third-party access to the subject matter of the contract, for example in the case of a seizure, as well as any damage or destruction

of the contractual object immediately. We are entitled to breach of contract by the customer, especially at default of payment or in case of breach of any of the above-mentioned obligation to withdraw from the contract and the subject of the contract reclaim.

The customer is entitled to resell the subject matter in the ordinary course of business. He is already kicking us all now receivables in the amount of the invoice amount, which accrue to him through the resale against a third party. We take the assignment. After the assignment, the customer is authorized to collect the claim. We reserve the right to claim to collect as soon as the customer does not meet his payment obligations properly and is in default of payment.

Any processing and processing of the reserved goods shall be carried out by the purchaser for us as the manufacturer, without our being able to do so Obligations arise. If the customer acquires sole ownership of the new movable property by virtue of mandatory law, he transfers to us already with conclusion of the contract the co-ownership in relation of the work of our reserved good at the new thing and keep them for us free of charge. The same applies if the subject of the contract with other, not ours objects is mixed. We undertake to release the securities to which we are entitled in so far as requested by the customer, as their value to securing claims that have not yet been settled by more than 10%.

7. Warranty, claims for defects

For defects of the subject matter of the contract, we initially provide warranty at our option through repair or replacement (Replacement). The customer has to follow us to make all necessary improvements and replacement deliveries understanding to give the required time and opportunity; otherwise, we are responsible for the resulting liability consequences ready. Only in urgent cases the risk of operational safety or to ward off disproportionate damage, where we are to be informed immediately, the customer has the right to have the defect rectified itself or by a third party and by us

To demand compensation for the necessary expenses.

If the subsequent fulfillment fails, a reasonable deadline set to us for supplementary performance has passed without success or is this customer unreasonable, the customer may, in principle, at his option, reduction of the remuneration (reduction) or cancellation of the contract (resignation) demand. With only a minor lack of conformity, especially with only minor defects, but the customer has no right of withdrawal.

If the customer chooses to withdraw from the contract because of a legal or material defect after failed supplementary performance, he is entitled no claim for damages due to the defect. If the customer chooses to pay damages after failed default, the goods remain with the customer, if this is reasonable for him. The compensation is limited to the difference between the purchase price and value of the defective thing. This does not apply if we have fraudulently caused the breach of contract.

No guarantee is given in particular in the following cases: inappropriate or improper use, faulty

assembly or commissioning by the customer or third parties, natural wear, faulty or negligent treatment, not proper maintenance, inappropriate equipment, chemical, electrochemical or electrical influences – if not provided by are our responsibility.

The warranty limitation period is, except in the case of willful intent, for bodily injury, damage to health and loss of life or in cases of §§ 438 para. 1 no. 2, 634a para. 1 no. 2 BGB (warranty for defects in buildings, built-in building materials, building-related planning and monitoring services) one year.

For essential third-party products, our liability is limited to the assignment of the liability claims against us against the supplier of the foreign product.

If the customer claims unjustified warranty without warranty claim, he has all of us in connection to replace the costs arising from the inspection of the contractual object.

If the customer or a third party repairs improperly, we are not liable for the resulting consequences. The same applies to changes made to the subject matter without our prior consent. Of the direct costs resulting from the repair or replacement delivery or the costs in the amount of the part price we shall bear – insofar as the complaint proves to be justified – the cost of the replacement part including the shipment and reasonable demonstrable costs of removal and installation.

Unaffected by the preceding paragraphs, the regulations on the sale of consumer goods, in particular recourse claims, remain unaffected (§§ 478, 479 BGB), insofar as no reprimand obligations under § 377 HGB are violated.

8. Damages, statute of limitations

We are not liable for damages for defects or other breaches of duty. Exceptions to this are damages from the injury to life, body or health, if we are responsible for the breach of duty and for other damages, which are based on an intentional or grossly negligent breach of duty by us or on a guarantee declared by us.

Also excluded are damages for which we are liable under the Product Liability Act or which are culpable infringements essential contractual obligations. In the latter case, our liability is limited to the foreseeable, typically occurring damage. The breach of duty of our legal representatives or vicarious agents is one dereliction of duty by us equal.

All claims of the customer – for whatever legal reason – expire in one year. For claims for damages

Paragraph 9 (1) sentence 2, the statutory deadlines apply. They also apply to defects in a structure or to delivery items that have been used for a structure according to their usual use and have caused its defectiveness (see paragraph 8 (5)).

9. Tools

Tools remain our property in any case. If within ten years after he first order no follow-up order

is done, we will scrap the tools after prior written approval of the customer.

The customer is aware that in the samples and production means (tools, molds, templates, etc.) he commissioned has embodied significant supplier development know-how and that the supplier has a special secrecy interest has. For this reason, it is agreed that a claim of the purchaser upon publication of the samples and means of production, for whatever legal reason, at no time exists, not even with complete assumption of tooling costs by the customer and / or by termination of the supply relationship. The right of the customer, in the presence of legal prerequisites to demand money replacement remains unaffected.

10. Final provisions, jurisdiction

The law of the Federal Republic of Germany. The provisions of the UN Sales Convention do not apply.

If the customer is a merchant, a legal entity under public law or a special fund under public law, provided that it is derived from the order confirmation nothing else results, our place of business place of fulfillment and place of jurisdiction; however, we are entitled to ours contracting party to sue at the court of jurisdiction.

Should individual provisions of the contract with the customer including these terms and conditions be complete or be or become partially ineffective, this shall not affect the validity of the remaining provisions. The whole or part ineffective regulation shall be replaced by a regulation whose economic success is as close as possible to that of the invalid one comes.

As of: July 2008