Our standard business conditions

 

1. General information
(1) Our terms of sale and delivery are valid exclusively, contradictory or differing terms of sale and delivery of the customer can not be accepted, unless there has been an acknowledgement in writing.

(2) Our terms of sale and delivery are also valid when the Colour Industries GmbH knows of the contradictory of differing terms of sale and delivery of the customer and the delivery is carried out unconditionally.

(3) All agreements made between the Colour Industries GmbH and its customer concerning the carrying out of this contract have to be noted down in this contract.

(4) Our terms of sale and delivery keep its validity only opposite entrepreneurs according to §310 paragraph 1 BGB (German civil code).

(5) These terms of sale and delivery are also valid for further orders placed by the customer.

2. offers - offer documents
(1) We are prepared to accept an order within 2 weeks, if the order could be qualified as offer following §145 BGB (German civil code).

(2) We keep the reservation of proprietary rights and copyrights - as far as given by law - of estimates, images, drawings, calculations and other documents. This is particularly valid for written documents that are classified as "confidential". Our authorization in written is required for any passing on of these documents by the buyer.

3. Prices - terms of payment
(1) Our prices are ex works (EXW, following Incoterms 2000), unless there has been another agreement in the acknowledgement of order. The packaging is not included and will be invoiced separately.

(2) In case of longer-term contracts (contracts with a period of validity of at least 2 months and unrestricted contracts, particularly delivery on call order) we preserve the right to adapt prices reasonably when there are costs decreasing or increasing, particularly in the case of wage settlements or changes in material prices. We are prepared to prove any change of prices on request.

(3) Our prices are VAT excluded. The legal VAT amount will be quoted separately on our invoice on the date of invoice.

(4) A cash discount requires a special agreement in writing.

(5) Payment has to be made within 30 days net (without any discount) after the date of invoice, unless there has been another agreement in the acknowledgement of order. In case of payment delays the legal regulations are applied.Payment delays and endangered claims through degeneration of the credit rating of the costumer give us the right to demand securities or to call in all invoices immediately. In these cases we have the right to carry out any order only against payment in advance or on demand of security payments.

(6) The customer can assert any counterclaim when it is probated, indisputable or accepted from our side. Besides he is entitled to apply any lien as his counterclaim is based on the same contract.

4. Delivery periods
(1) The beginning of the delivery period quoted from us is due to the clarification of all technological matters, especially the manufacturer of the lacquer, the polish degree, shade of colour and layer thickness. A settled delivery period is respected when the product has left our premises or the preparedness of shipping had been indicated by the end of this period.

(2) The observance of the delivery obligation is subject to the perfunctory fulfilment of the customers' obligations.The defence of non-fulfilment of the contract remains reserved.

(3) Should the costumer violate any collaboration obligations at fault, we have the right to claim compensation of the damage caused as well as any further expenses connected to this. Further claims under reservation.

(4) If the conditions of paragraph (3) are fulfilled the risk of incidental perdition or incidental degeneration of the product passes over to the costumer in the moment he enters default of acceptance or of the debtor.

(5) As far as the contract is subject to a short selling according to § 286 paragraph 2 no 4 BGB (German civil code) or § 376 HGB (German commercial code) we are liable in compliance with the legal regulations. We are also liable in compliance with the legal regulations for any claims of the customer that are result of any delay caused by us and the costumer has no further interest in the implementation of the contract.Additionally we are liable in compliance with the legal regulations if the delivery delay is due to any contract violation with malice or negligence from our side, from our assistants or our representatives. The remuneration is limited to the predictable, typically occurring damage as long as the contract violation is not due to fault on our side.We are also liable in compliance with the legal regulations if the delay in delivery is due to a violation of one of our essential obligations at fault, in this case the remuneration is limited to the predictable, typically occurring damage.Moreover we are liable for delivery delays for every completed week in the frame of a fixed compensation of 3 % of the order amount, but limited to a maximum of 15 % of the order amount. Further legal claims and rights of the costumer are reserved.

(6) In case of vis major, proceedings in industrial action (especially strikes and lockouts), outstanding settlements of suppliers that are no fault of our own as well as unpredictable circumstances that are no fault of our own, the delivery period will be extended reasonably. Should delivery get impossible or unconscionable in these cases we have the right to resign from the contract.The costumer has the right to resign from the contract if the acceptance gets unconscionable in case of the delay. We are obliged to inform the customer immediately about any circumstances that may cause any inconvenience.

(7) Should dispatch and delivery be postponed on request of the customer by more than one month on indication of preparedness of dispatch we have the right to claim 0,5 % of the agreed price of each article but limited to 5 % of the order amount for stocking expenses. The proof of any higher or lower stocking costs remains irrespective for both sides.

5. Delivery on the base of long-term contracts
(1) Unlimited contracts (especially delivery contracts on call order) can be resigned in default of different agreements by 4 weeks to the end of the quarter. The resignation has to be engrossed in writing.

(2) For long-term contracts (contracts with duration of more than two months and unlimited contracts, especially delivery contracts on call order) without any agreed binding quantity, we assume the non-binding quantity expected by the costumer for a certain period (target quantity) for our calculations.

(3) We reserve the adaptation of the prices (No 3 paragraph 2) if the quantity accepted in long-term contracts varies more than 10 % over or under target quantity.

6. Dispatch - Passing of risk - Packaging
(1) As long as there are no other agreements, delivery will be made "ex works" (according to Incoterms 2000).

(2) Any transport and further packaging can not be returned, except pallets, metal boxes and similar containers. The costumer is obliged to take care of the recycling of the packaging on his expenses.

(3) On request we are prepared to cover the delivery with a transportation insurance on the costumers' charges.

(4) We have the right to carry out the order in partial deliveries in appropriate quantities.

7. Reliability for paucities
(1) The properties and condition of our products correspond to the agreed technical standards, boundary samples and functional specification stipulated among the contractors. If only coating or varnishing is settled we are not obliged to take care of the pre-treatment of the basic ground. Then the costumer is obliged to provide us with pre-treated parts (i. e. stopped and sanded parts).

(2) Customer claims for faults presuppose that the customer had followed his obligations, according to § 377 HGB (German Commercial Code), of investigation and reprimand.

(3) Products or services that are faulty will be mended or replaced by our choice at our expenses, as far as the reason for the fault was known at the point in time of the passing of risk. In case of mending or replacement all costs, especially costs for transport, labour and material, are at our expenses, as far as the product has not been moved to another place than the place of fulfilment.

(4) If the amendment fails the customer has the right to resign from the contract or claim for reduction in the purchase price.

(5) Minimal deviations from the agreed properties and conditions, petit deviations, unnatural abrasion of the product as well as damages caused after passing of risk through bad or neglectful treatment, excessive stress, wrong assembly or any other external influences that are not subject to the contract, are not regarded as material defects.

(6) According to the legal regulations we are liable for remuneration claims caused with malice or negligence, including malice and negligence of our employees. As far as no premeditated contract violation is determined the liability is limited to the predictable and typically occurring damage.

(7) We are liable in compliance with the legal regulations as far as any obligation of the contract had been violated; in this case the liability is limited to the predictable and typically occurring damage.

(8) As far as the customer claims remuneration instead of fulfilment, our liability is, according to paragraph (3), limited to the remuneration of the predictable and typically occurring damage.

(9) The liability for culpable damage of life, body and health remains unaffected, which is also valid for the compulsive liability according to the law of product liability.

(10) The liability is disbarred as far as no other regulation is made in the above mentioned points.

(11) The prescription period for claims of material defects is at 12 month after passing of risk.

(12) The prescription period in case of a delivery regress according to §§ 478, 479 BGB (German civil code) remains unaffected; it is at 5 years after delivery auf the faulty object.

8. Joint and several liability
(1) Any further liability for remuneration as provided in No 7 - without consideration of the legal nature of the claim asserted - is disbarred. This is particularly valid for any remuneration claims for culpa in contrahendo, because of any other obligation violated or because of offensive claims of remuneration of material damages according to § 823 BGB (German civil code).

(2) As far as the liability for faults is disbarred towards us, we have the right to exclude any personal liability for our employees, labourers, representatives and assistants.

9. Place of jurisdiction - Place of fulfilment
(1) As far as the customer is a salesman, our premises is the place of jurisdiction, additionally we have the right to enter legal matters at the customers' residence.

(2) The law of the Federal Republic of Germany is valid; the validity of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

(3) As far as there is no varying agreement in the acknowledgement of order, our premises are the place of fulfilment.

Stand: June 2004