1. Orders
Only written orders made out on our order forms and signed, or orders generated automatically bearing the wording “this order has been produced automatically and is valid without a signature”, shall be valid. All verbal or telephone orders require written acknowledgment; the same applies to all amendments and additions to any orders. Order acknowledgments must be given in writing, be duly signed, and reach us within two working days of the order date. If this deadline is not kept, we reserve the right to withdraw the order. In all cases, acceptance and execution of our order shall be taken to imply acceptance of our terms and conditions, including our QM agreements on the ability of the Supplier to produce the desired quality pursuant to DIN/ISO 9000 ff., Association of German Automobile Manufacturers (VDA).

2. Prices
The price quoted in the order shall apply. If no prices are given in the order, the price for previous deliveries is hereby deemed to have been agreed. Any price increases must be expressly confirmed to us in writing. The Supplier shall not be permitted to invoice us for any additional charges. For orders placed for call-off, either the price agreed or – in the absence of an agreement – the price of the last order shall be the fixed price for the entire order. All prices are quoted excluding statutory value added tax. The applicable statutory value added tax must be itemised separately in the invoice.

3. Invoicing
Invoices shall be sent to us in duplicate immediately after dispatch of the goods. They must not be included with the delivery. All invoices and shipping documents must state the order number, supplier number, our part number, and the date of dispatch or collection.

4. Delivery and packaging
All agreed delivery dates must be met. Failing this, the Supplier shall be obliged to indemnify us – to the extent permissible by law – for any damages incurred as a result of the delay. The number of units, weights, metre lengths, etc. ascertained when the goods pass through our incoming goods check shall apply. The goods to be delivered must be suitably and carefully packaged in keeping with their intended use, and labelled and marked clearly in accordance with our packaging instructions. The Supplier shall be liable for any damage to the goods resulting from inadequate packaging. This shall equally apply to damage which only becomes apparent at a later date after the consignment has already been accepted. Unless otherwise agreed in writing, the Supplier shall bear the costs of transport, including packaging costs and all other ancillary costs. This shall also apply to any additional costs arising from situations where the goods have to be express delivered due to circumstances within the control of the Supplier. The Supplier shall also bear the costs of all official costs and duties, e.g. for the preparation of documents and stamps, taxes, and duties.

5. Payment
Unless otherwise agreed in writing, payment shall, at our discretion, be effected either on the 15th of the month following delivery less 3% cash discount, or on the last day of the month following delivery net. The Supplier hereby expressly waives all rights to assign any payment claims against us to third parties or to transfer them in any other way.

6. Defective consignments – warranties
Our right to serve notice of defects, to demand rescission or abatement in the purchase price or compensation in respect of obvious or hidden defects shall not be contingent on any time limits. Hidden defects shall also entitle us to claim damages for any material used and any labour costs incurred. We shall – against issuance of a credit note – make goods available to the Supplier which are not supplied as per our instructions, or which are damaged or faulty. The Supplier may only deliver replacements for goods made available in this way only if we expressly request such replacements in writing. Payment of the purchase price by us prior to any defects being established does not imply our acceptance of the goods.

7. Production aids
Any production aids such as drawings, industrial specification sheets, models, dies, moulds, tools and jigs, etc. which we provide to the Supplier, or which the Supplier produces according to our specifications, may not be sold or pledged to third parties without our approval, or passed on in any other way, nor used in any way for third parties. The same applies to the products produced for us with the help of these production aids; these goods may only be supplied to us unless we have expressly agreed to a different use thereof. On completion of our orders, the production aids are to be returned to us automatically.

8. Confidentiality, trademark rights
The Supplier is obliged to treat our orders and all commercial and technical details connected with these as confidential company secrets. The Supplier shall be liable in cases where the use of the goods supplied by him contravenes – either directly or indirectly – any domestic or foreign copyrights or other rights which have no special legal protection. The Supplier is also liable for all direct or indirect damage which we could incur from an infringement of any such rights. The Supplier hereby indemnifies us against all claims asserted against us by third parties on the grounds of any rights in the above sense. The Supplier shall be exclusively liable in respect of any legal disputes.

9. Place of performance, legal venue and applicable law
a) Osnabrück in Germany shall be the place of performance for both parties for delivery, performance and payment in respect of all rights and obligations arising from the Agreement.
b) The sole legal venue for all disputes arising directly or indirectly from the contractual relationship shall be Osnabrück in Germany (also for bills of exchange, cheques and other documentation processes).
c) The contractual relationship, and all legal relationships between us and the Supplier, shall be subject solely to the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods dated 11 April 1980 shall in no case apply.
d) Acceptance of our orders implies that our Terms and Conditions of Purchase and Payment have been accepted. All other terms and conditions are invalid without our express written approval, even if we do not expressly object to them.

Osnabrück, 28 June 2007