1.) Application

For any - also future - agreements and offers, the following terms and conditions of sale shall exclusively apply, even if we do not expressly refer to them in any future commercial transactions. Any deviating conditions of the Buyer shall be valid only if confirmed by us in writing.

2.) Offer and Order

Our offers are subject to change without notice until final acceptance by confirmation of order.
Any verbal agreements, additional understandings, etc. as well as any warranties or representations made by members of our staff shall become binding upon us only if confirmed by us in writing. The agreed contractual quality of the goods shall be deemed only as that which was agreed upon individually and in writing when the agreement was entered into. Any descriptions of the goods as well as any data sheets shall neither be deemed a warranty of quality nor as information on the quality. This shall equally apply to the properties of any samples sent. Samples are always sent for information purposes only. Any warranties or any procurement obligations shall only be valid if they were expressly designated as such. Only the most recent acknowledgement of order shall be valid in each individual case. Any previous acknowledgements of order shall cease to be valid upon a new
acknowledgement of order sent. Each party to this agreement shall use any documents (including samples, models and data) and any business or product information received in the context of business relations with our company only for the mutually pursued purposes and shall keep them secret from third parties with the same diligence and care as he would apply to his own documents and business or product information where the other party to this agreement classifies them as confidential or has an evident interest in keeping them secret.
This obligation shall commence as of the date when the documents or any knowledge thereof were first received and shall terminate 36 (thirty-six) months after termination of business relations.
This obligation shall not apply to any documents and/or business or product information which is or are generally known or which a party to this agreement is already aware of, without having been obliged to observe secrecy, or which is or are subsequently passed on by a third party entitled to disclose them or which are developed by the receiving party to this agreement without making use of any documents that are to be kept secret or of any business or product information of the other party.

3) Delivery

(3.1) In the case of deliveries of metal foils, the deviation from the quantity ordered shall be plus or minus 10%, in the case of small orders under 50 kg, larger quantity tolerances shall be permissible. Excessive lengths and shorts customary in the trade as well as part deliveries shall be permissible.
(3.2) If any circumstances become known to us which might give rise to serious doubts as to the solvency or creditworthiness of the Buyer, we shall be entitled to request immediate payment upon delivery or the provision of adequate security. If the Buyer fails to comply with such justified demand, we shall, at our option, be entitled to withdraw from the contract or claim damages. If a justified petition is filed to open insolvency proceedings against the assets of the Buyer, we shall, in addition, be entitled to withdraw from the contract.
(3.3) The delivery time specified assumes unhampered production and shall be deemed complied with when the goods have left the factory or warehouse or, in the case of prior impossibility of dispatch, readiness for shipment is indicated. Delivery times specified shall not be deemed firm dates, but as a time frame for the envisaged performance period. This shall also apply to any dates determined according to the calendar. Anything to the contrary shall apply only if delivery times have expressly been guaranteed as firm deadlines. A contract penalty for delayed delivery shall not be agreed.
(3.4) A delivery time shall be specified subject to correct and on-time receipt of our own supplies. In the case of any unforeseen events, e.g. breakdowns at our factory or at our suppliers' and the consequences of industrial disputes, which we were not able to avert despite reasonable care, the delivery time shall be extended appropriately even within a period of a delay in delivery. If, as a result of this, delivery becomes impossible, our obligation to deliver shall not apply. In the case of such obstacles, of which we shall notify the Buyer without delay, any claims for damages and rights to withdraw from the contract on the part of the Buyer deriving therefrom, shall not apply.
(3.5) Delivery shall be ex works carriage forward unless otherwise expressly agreed in the order confirmation. Any extra costs for rapid, express or time-definite delivery shall, always be separately charged to the Buyer.
(3.6) In the case of charges prepaid consignments, the mode of transport shall be selected to the best of our judgement. Otherwise, we shall, as far as possible, fit in with our Buyer's request.

4.) Prices

(4.1) Unless fixed prices are expressly agreed, the stock market price prevailing at the date of delivery shall be billed. The delivery date shall be the day on which the goods leave the factory or warehouse.
(4.2) Price changes shall be permissible if between conclusion of contract and the agreed delivery date there is a gap of more than eight weeks or the production costs increase due to increases, particularly in the costs of wages and materials. The price increase must be commensurate with the actual cost increases that have taken place.
(4.3) The value-added tax valid at the date of delivery, shall be added to the agreed price. For primary material provided by the Buyer, no value-added tax shall be charged. If, at a later date, the fiscal authority establishes that there were taxable sales, the Buyer shall make retrospective payments in relation to the value-added tax.
(4.4) Our packages are usually disposable packs and included in the price. Special packs - particularly Euro pallets, special packs for aluminium, copper powder and Rogal types as well as coils and cores for rolling mill products - shall be lent to the recipient. These packing materials shall remain our property. They shall, after having been emptied, be returned without delay to the loader's address. The relevant valid address can be found in the original invoice and/or in our invoice for loan containers. Any damaged or unreturned loan containers shall be charged at cost.

5) Transfer of risk

The risk of accidental destruction and/or accidental deterioration in the goods shall pass to the Buyer upon delivery to the forwarding agent, however, at the latest, when the goods leave/ upon the goods leaving the factory or warehouse, irrespective of who bears the freight charges and whether shipment is made from the place of performance.

6) Due dates

(6.1) Payment for goods delivered shall be due within 14 (fourteen) days after receipt of the goods and the invoice unless otherwise expressly agreed in the order confirmation. The Buyer shall be in default as of the 15th day after receipt of the goods and the invoice.
(6.2) In the event of default on the part of the Buyer, any sums due to him shall become due forthwith in cash, irrespective of any accepted bills of exchange or credits granted. The Buyer must no longer sell the goods that are our property or co-property and shall be obliged to provide security.
(6.3) The same shall apply if the Buyer suspends payments or loses creditworthiness.
(6.4) From the moment of default in payment in respect of interest on arrears, the statutory provisions shall apply.
(6.5) Bills of exchange shall be accepted only subject to their discountability and only after individual agreement on account of performance, without assuming any liability for protest.
(6.6) No discount shall be agreed.
(6.7) If we have delivered partially defective goods, the Buyer shall, nevertheless, be obliged to pay for the portion of goods which is incontestably free from any defects unless the part shipment is not of any interest to him. Besides, the Buyer, who is not the user, shall be entitled to set off only against counterclaims which have been recognized by declaratory judgement or are uncontested.

7.) Reservation of title

(7.1) All goods delivered shall remain our property, pending payment in full of all sums due to us, including all accounts receivable for sales and services of the Schlenk Group (at present Carl Schlenk AG, Schlenk Metallic Pigments GmbH, Schlenk Metallfolien GmbH & Co., KG and their subsidiary and affiliated companies), together with any future accounts receivable. Such sums due shall also include any accessory claims, e.g. shipping charges, exchange charges, packing charges and interest. Payment shall be deemed made on receipt of the equivalent consideration by our company.
(7.2) If we grant the Buyer the cash value for paying the purchase price by endorsing a bill of exchange issued by us and accepted by him for discounting (bill-cheque exchange procedure), the title to the goods shall pass to the Buyer only when the bill of exchange has been honoured and our liability under the bill has expired.
(7.3) The Buyer shall be entitled to resell the reserved goods or to process or mix them with goods which do not belong to us in the ordinary course of business, but not to pledge or transfer the same by way of security. Our reservation of title shall then refer to the share in the new product in the ratio of the value of our reserved goods to the remaining external products, which have also been used, at the time of their processing.
(7.4) The Buyer shall assign to us now any claims arising from the resale of the reserved goods. We shall accept this assignment.
(7.5) Irrespective of the assignment and of our right to collect, the Buyer shall be entitled to collection as long as he fulfils his commitments towards us and as long as he does not suffer a financial collapse. Upon our demand, he shall inform the debtor of the assignment. The authorization for resale, processing and collection shall be revocable in the event that the Buyer fails to comply with his obligations under this agreement.
(7.6) The Buyer shall forthwith notify us of any enforcement proceedings against the reserved goods or against any claims which have been assigned in advance.
(7.7) The Buyer shall be obliged to treat the reserved goods with care and to maintain them in good order and condition. He shall take out insurance for them at his expense against damage, theft, fire and water.
(7.8) The Buyer is aware that the samples and production facilities (tools, moulds, templates, etc.), which he has commissioned, constitute considerable business or product development information and that we have a special secrecy interest in them. For this reason it is agreed that, at no point in time, shall the Buyer be entitled to a return of samples and production facilities for whatever legal reasons, not even if the tool costs are accepted in whole by the Buyer and/or the supplier relationship is terminated. The Buyer's right to claim substitute money if the legal requirements are fulfilled shall remain unaffected.

8.) Warranty

(8.1) The Buyer shall be entitled to raise warranty claims in writing for apparent defects not later than 8 days after receipt of the goods and for hidden defects not later than 8 days before the end of the warranty period.
(8.2) All warranty claims shall be subject to the defects being reported to us in writing forthwith upon their detection. The Buyer shall examine the goods forthwith upon receipt and in a suitable manner in respect of their intended use under the terms of this agreement.
(8.3) If the item delivered is defective, we shall, at our option, excluding any further warranty claims, provide a substitute or remedy the defect. The Buyer shall be entitled to redhibition, to withdraw from the agreement or to damages only if subsequent performance has failed in at least two attempts.
(8.4) The warranty shall not cover damage arising from improper processing, storage or treatment.
We shall provide no warranty for any defects arising from inappropriate or improper use, from faulty assembly or incorrect commissioning by the Buyer or a third party, from normal wear and tear, or from faulty or negligent treatment. There shall likewise be no warranty for the consequences of incorrect changes or modifications that have been carried out without our consent, nor for repairs carried out by the Buyer or by a third party.
(8.5) We shall not accept liability for effects of oxidation caused on unprotected metal strips and foils after passing of risk. Protected metal strips and foils shall be processed within six months, reckoned from the production date. If this processing period is exceeded, the warranty for any defects being the result thereof shall be excluded.
(8.6) Metal powders and pastes shall be durable for at least six months, reckoned from the production date, if handled properly (storage, transportation). If this processing period is exceeded, the metal powders and pastes shall be subjected to a separate quality control. We shall accept no warranty for damage as a result of processing defective products, which could have been avoided, had the separate quality control been carried out.
(8.7) For the storage and handling of our metal powders and pastes please see our respective leaflets. Non-compliance with these guidelines shall exclude any warranty for damage resulting therefrom.
(8.8) Please always agree particular forms of processing with us if even a minor non-compliance with our product specifications could result in damage attributable to your further processing, in excess of the purchase value of our products. In the event of a culpable non-compliance with this duty to inform, we shall reserve the right to claim damages. § 444 BGB (German Civil Code) shall remain unaffected.
(8.9) The warranty period shall commence with the date of delivery of the goods to the Buyer, it shall, however, end at the latest one year after the goods have left our factory or warehouse. In relation with users, the statutory provisions of limitation shall apply.
(8.10) Subject to the condition that you purchase our products as authorized distributor, you shall be obliged to pass these warranty terms and provisions on to your customers. In the event of a culpable non-compliance with this obligation, recourse to us shall be excluded in so far as your liability towards your customers would have been restricted by passing on these warranty terms and provisions.
(8.11) We and our statutory representatives, executive staff as well as vicarious agents shall be liable for breaches of duty only in cases of gross negligence and/or intent. In the event of non-compliance with substantial obligations under this agreement, we shall also be liable for slight negligence. We shall also be liable for a warranty that we have expressly given, in the case of malicious intent as well as in the event of culpable injury to life, limb or health. The Buyer shall not be entitled to withdraw on grounds of insignificant cases of failure to comply with his duty.
Liability shall be limited to the maximum amount covered in our employer's liability insurance cover (typical and customary in this line of business). It shall also be limited to damage typical of this type of contract and can be reasonably foreseen. Liability for damage resulting from delay shall be limited to 5% (five per cent) of the purchase price.

9.) Place of performance and venue
Place of performance and venue, subject to the Buyer being a registered merchant, shall be Nuremberg, Germany. The contractual relationship shall exclusively be governed by the Law of the Federal Republic of Germany. Any conflict of law provisions or the UN Convention on the International Sale of Goods (CISG) shall not apply.

These General Sales Conditions exist in a German and an English version. In case where there are discrepancies or ambiguities the German version shall prevail exclusively.