General conditions of purchase

Johannes Lübbering GmbH, Lübbering Technologie Transfer GmbH, Johannes Lübbering Abrollsysteme and Lübbering Sondermaschinen GmbH conclude with the vendor a contract based on the order and these conditions of purchase.

§ 1 General validity

1. Our general conditions of purchase apply to the purchase of goods based on the contract concluded between us and the supplier.
2. Our conditions of purchase apply exclusively; we do not recognise conditions of the supplier that contradict or deviate from our conditions of sale unless expressly accepted by us in writing. Our conditions of sale shall also apply if we unconditionally accept delivery in the knowledge that the conditions of the supplier contradict or deviate from our conditions of sale.
3. All agreements reached between us and the supplier for the purpose of the execution of this contract must be stipulated in this contract in writing.

§ 2 Offer

1. Our offer is valid for one week.
2. We reserve proprietary rights and copyrights to all illustrations, drawings, calculations and other documents, which may not be made accessible to third parties without our express written permission. These documents may only be used for the purpose of production based on our order and must be returned to us on completion of the order without being requested to do so. They must be treated in the strictest confidence and not disclosed to third parties; the provisions of § 10 sub-clause (5) additionally apply.

§ 3 Prices and terms of payment

1. The price quoted in our offer is binding. The price includes the packaging and statutory value added tax. The return of packaging is subject to special conditions.
2. We can only process invoices – as stated in our order - that show the order number; the supplier shall be responsible for all consequences resulting from failure to observe this obligation unless he can prove that he is not responsible for the same.
3. If assembly or installation is undertaken by the supplier, unless otherwise agreed, the supplier shall be liable for all incidental costs such as travelling expenses, provision of tools as well as allowances.
4. Obligations and rights of the supplier from this contract may not be transferred or assigned either wholly or partly without the written permission of Lübbering. Upon approval by the buyer, the vendor is jointly and severally liable. Claims against Lübbering shall not be put in pledge.
5. Unless otherwise agreed in writing, we shall pay the amount due within 30 days from delivery and receipt of invoice with 2% discount or within 60 days following receipt of invoice.
6. We are entitled to offset rights and right of lien to the fullest extent allowed by law.

§ 4 Delivery

1. The delivery date specified by us is binding. Unless otherwise expressly agreed, delivery shall take place on the basis of DDP Herzebrock-ClarholzIncoterms 2010.
2. The supplier is obliged to inform us immediately in writing if he is unable to deliver on the agreed delivery date or wishes to deliver earlier. Our rights due to default in performance shall remain unaffected by this duty to inform.
3. If the supplier defaults in delivery, he shall be liable to pay for each completed week of the delay a contractual penalty of 0.1%, however maximum 5% of the order sum. The assertion of legal claims (compensation in lieu of performance and withdrawal) due to default shall remain unaffected. Further claims for compensation shall remain unaffected; the contractual penalty will be taken into account however.
4. Partial deliveries are not permitted unless expressly agreed with the supplier. Partial deliveries are generally not permitted even if repeatedly approved by us.
5. Unless found otherwise, the quantities, weights and dimensions ascertained during our incoming inspection are decisive.

§ 5 Transfer of risk and documents

1. The supplier is obliged to quote our order number correctly on all shipping documents and delivery notes; should he fail to comply with this requirement, we shall not be responsible for the resulting delays in processing.

§ 6 Force majeure

1. Industrial disputes, operational breakdowns, unrest, measures taken by authorities and other inevitable events shall entitle us – without prejudice to our other rights – to withdraw completely or in part from the contract as far as they are of a not inconsiderable duration and lead to a considerable reduction of requirements.

§ 7 Supplier's liability for defects

1. We are entitled to claim damages for any defects in full. We are entitled in particular to demand from the supplier that defects are remedied or a replacement is provided at our discretion. We expressly reserve the right to assert claims for compensation, as well as compensation in lieu of performance, for each degree of negligence to the full extent in accordance with legal provisions.
2. We shall be entitled to rectify the defects ourselves, at the expense of the supplier, if the supplier defaults in subsequent delivery or rectification of defects.
3. The limitation of claims for defects is three years. The period begins with the transfer of risk. The period of limitation for items replaced by the supplier starts from anew.

§ 8 Supplier's liability for damage

1. The supplier is liable to us for any damage caused by him or his vicarious agents to the full extent and for each degree of negligence in accordance with legal provisions.
2. If the supplier is responsible for a product defect, he shall be obliged to indemnify us from claims for damages of third parties at the first request as far as the cause lies within his area of control and responsibility and he is liable to third parties.
3. Within the scope of his liability for claims as stated in sub-clause (2), the supplier shall also be obliged to reimburse any expenses in accordance with § 683 and § 670 of the German Civil Code or in accordance with § 830, § 840 and § 426 of the German Civil Code, as a result of or in connection with any product recalled by us. We shall notify the supplier of the content and extent of the recall measures to be initiated – insofar as this is possible and reasonable – and give him the opportunity to comment. This shall not affect any other statutory claims.
4. The supplier undertakes to maintain product liability insurance with overall cover of € 10 million per occurrence of personal injury/property damage; this shall not affect any further claims for compensation to which we may be entitled.

§ 9 Industrial properties rights

1. The supplier warrants that his delivery will not infringe any rights of third parties within the Federal Republic of Germany.
2. Should a third party make a claim against us in this regard, the supplier shall be obliged to indemnify us from these claims on first written request; we shall not be entitled to make any agreements with the third party, in particular to reach a settlement, without permission from the supplier..
3. The supplier's duty to indemnify us shall relate to all expenses necessarily incurred by us as a result of or in connection with the claims asserted by a third party.
4. The period of limitation begins with the transfer or risk and is three years.

§ 10 Retention of title – provision – tools – confidentiality

1. Should we make parts available to the supplier, we shall retain title thereto. Any processing or transformation by the supplier shall be carried out for us. Should our goods which are subject to retention of title be processed with other items that do no belong to us, we shall acquire proportional joint ownership of the new item based on the relationship between the value of our item (purchase price plus VAT) and that of the other items processed at the time of processing.
2. Should the item made available by us be inextricably mixed with other items that do not belong to us, we shall acquire proportional joint ownership of the new item based on the relationship between the value of the item subject to retention of title (purchase price plus VAT) and the other items mixed with the item subject to retention of title, at the time at which these were mixed. Should the items be mixed in such a way that the item of the supplier is to be regarded as the principal item, it shall be deemed to have been agreed that the supplier will transfer proportional joint ownership to us, the supplier shall preserve the sole or joint ownership for us.
3. We shall retain title to tools; the supplier shall be obliged to use the tools solely for the purpose of producing the goods ordered by us and shall be obliged to insure the tools belonging to us, at their replacement value, against damage by fire, water or theft, at his own expense. At the same time, the supplier shall assign in advance all claims for compensation arising from this insurance to us; we hereby accept this assignment. The supplier shall be obliged to carry out any and all servicing and inspection, maintenance and repair work required in respect of our tools in good time and at his own expense. The supplier must immediately notify us of any malfunctions; should he culpably fail to do so, any claims for compensation shall be unaffected.
4. Insofar as the security interest to which we are entitled pursuant to sub-clause (1) or sub-clause (2) exceed the purchase price for all our goods subject to retention of title for which payment has not yet been made by more than 15%, we shall be obliged to release our security interest, at our discretion, at the request of the supplier.
5. The supplier shall be obliged to treat all illustrations, drawings, calculations and other documents and information received in the strictest confidence. These may only be disclosed to third parties with our explicit consent. The documents shall immediately be returned to us on completion of enquiries and orders. The provisions stipulated in our non-disclosure agreement (Annex 1) continue to apply beyond the duration of all contractual relationships with the supplier.

§ 11 Operating instructions

1. The supplier shall be obliged to provide multilingual operating instructions for the delivery item at no additional charge.
2. The operating instructions must conform to the statutory requirements of the EU.
3. We shall be entitled to integrate the operating instructions of the supplier, with or without indication of this, in the operating instructions for the complete system.

§ 12 Spare parts

1. The supplier shall ensure the availability, repair or adequate replacement of his delivery items for a period of 10 years after the transfer of risk.

§ 13 Form of declarations

1. There are no verbal side agreements. Legally valid statements and information due to us or to third parties from the customer must be made in writing.

§ 14 Place of performance – applicable law – court of jurisdiction

1. Unless otherwise stipulated in the contract, our place of business shall be the place of performance and payment.
2. The law of the Federal Republic of Germany shall apply. The UN Convention on Contracts for the International Sale of Goods shall not apply.
3. The exclusive court of jurisdiction is Gütersloh; however we shall have the right to also initiate legal proceedings at the place of business of the contracting party.

Herzebrock-Clarholz, 11 April 2011