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Standard business conditions

Here you´ll find our standard business conditions.

Terms of Purchase and Ordering

for Suppliers 08/2006
DÜRR GmbH & Co. KG, Luft- und Processor-Technik
74321 Bietigheim-Bissingen

  1.  Orders
  2.  Prices
  3.  Delivery Times
  4.  Transfer of risk
  5.  Quality
  6.  Guarantee/responsibility for defects
  7.  Invoices and payment
  8.  Obligation to subsequent delivery
  9.  Product liability
10.   Material provisions
11.   Property rights (exclusive rights)
12.   Patent rights
13.   Place of performance, place of jurisdiction and applicable law
14.   Amendments and the invalidity clause

1. Orders
1.1 All our orders and purchases shall be subject to the following conditions. On
completing the order, the Contractor shall respect these for the entire transaction
including subsequent deliveries – even if his own conditions of business state
otherwise. Changes to these conditions, in particular different conditions of
business on the part of the Contractor concerning order confirmations are hereby expressly excluded. Our failure to reply to an order confirmation, relating to different conditions of business shall not be deemed as agreement. We shall not regard such conditions as valid, even if the Agreement is carried out. We shall regard any deviation from our conditions in the confirmation as a refusal of our order. If delivery still takes place, this shall be irrevocably seen as an agreement of our conditions of purchase.

1.2 Our written confirmation shall be definitive for the order. Orders given verbally
shall only be confirmed in writing. Any order shall be immediately confirmed to
us, on a copy of our order form with a specific reference to any deviation from our
order. Our order number and the exact Dürr stock number shall also be stated.
We may make reasonable requests from the Supplier, for alterations in
construction and design of the delivery. The effects of this, particularly regarding
any increase or reduction in costs and delivery deadlines shall be mutually
agreed as appropriate.

2. Prices
Unless otherwise expressly agreed, the contractually agreed prices – also in the
event of subsequent delivery agreements – shall be fixed prices, including VAT,
delivery to the location stated by us, packaging suitable for transport, in transit
insurance and other expenses.

3. Delivery Times
3.1 The agreed delivery times and deadlines shall be binding. Delivery deadlines
shall commence on the date of order. Receipt of the delivery at the address
stated by us shall be definitive as regards observance of delivery times and

If delays in carrying out the order are to be expected, the Contractor
shall inform us immediately – irrespective of the cause – stating reasons and the
estimated duration of the delay.

3.2 If the Supplier enters into default, we shall be entitled, without prejudice to the
right to further compensation, to impose a contractual penalty of 1% of the order
value, per commenced calendar week, up to a maximum of 20% of the order
value. Pursuant to Article 341 of the Civil Code, we reserve the right to impose
this contractual penalty up until final payment of sums contractually agreed; in the
event of framework or long-term agreements, until the end of the delivery year.

4. Transfer of risk
For purchase agreements, the risk shall not pass to us until we have received the
goods; for work contracts, following express approval.

5. Quality
5.1. The Contractor shall guarantee that the goods or services for delivery conform to
samples approved by us, relevant standards (DIN, EU) and all safety regulations.
The same shall apply to performance data and other information in the
Contractor’s confirmation of order. The Contractor shall also ensure that
dimensions, weights and preparations based on drawings shall conform to that
stated in the order.

5.2 The Contractor shall continually base his products on the latest technology and
point out to the Client any improvement or technical optimizations.

5.3 The Contractor shall install and maintain an appropriate quality assurance
system, in accordance with the latest technology. He shall prepare records with
particular regard to quality testing and shall submit these to the Client on

5.4 The Contractor hereby gives his agreement for the carrying out of quality audits
by the Client and/or his customer.

6. Guarantee/responsibility for defects
6.1 The deadline for examining and establishing defects (Article 377, section 1.381,
paragraph 2 of the Commercial Code) for defects evident upon delivery is two
weeks from the date of receipt of the goods at the place of delivery. If a defect
can only be found following special examination or testing or if it is a hidden
defect, the deadline shall be two weeks from discovery of the defect. If in
individual cases, a longer deadline is appropriate, this shall apply.

6.2  As long as the Client provides the Contractor with any plans, drawings,
materials, or accessories, the Contractor shall be obliged to check these as to
completeness, correctness and suitability for the intended purpose. If the
Contractor raises no objections, he shall also be entirely bound by guarantee in
this regard.

6.3  If deliveries are defective, we shall have all contractual and statutory
compensation rights that may not be limited by the Supplier in any way.

6.4 If damaged parts are delivered, the Contractor shall have the opportunity to sort
out the damaged parts and either repair or replace these at the Client’s
discretion. If the Contractor does not immediately effect sorting out, repair or
replacement, the Client shall be entitled to return the entire consignment at the
Contractor’s expense and to claim subsequent performance or compensation, at
his discretion.

6.5  If the Contractor enters into default in rectifying defects, and urgency prevails,
the Client may himself carry out the required measures or have these carried out
by third parties at the Contractor’s expense. Before commencing this, the Client
shall inform the Contractor accordingly.

6.6 The guarantee period shall be 24 months from receipt of the delivery, unless a
longer deadline is provided for. For non-recognizable defects, the guarantee
period shall be extended to 30 months, but no longer than 12 months from their
discovery. The expiry deadline shall also be impeded by our written defect
notification until negotiations have been finally refused, pursuant to Article 203 of
the Civil Code.

7. Invoices and payment
7.1 Unless otherwise agreed, invoices shall be issued to us in duplicate – the
duplicate being identifiable as such – separately for each delivery or service.
Invoices shall not be sent with the consignment.

7.2 Payment shall take place, as long as no other agreement is in force, under
reservation of the correctness of the invoice with 14 days, with 3% discount or
within 30 days, net. The deadline shall commence on our receipt of both the
invoice for verification and the goods or services.

7.3 In the event of defects, we shall be entitled to delay payment of the invoice as
appropriate until complete explanation is provided and still demand discount
following this period.

7.4 Upon our demand, deposits payable by us shall be covered by the Contractor by
directly enforceable bank guarantee.

8.  Obligation to subsequent delivery
8.1  For 10 years after termination of the series delivery agreement, the Contractor
shall be obliged, upon demand from the Client, to deliver more (replacement)
parts. To provide for this requirement, the Contractor shall carefully maintain,
store and insure the necessary tools and other appliances for repairing delivery
goods during this period.

8.2 Subsuppliers shall assume the relevant obligations.

9. Product liabilit
If claims concerning product liability are made against us, the Contractor shall
indemnify us for damaged sustained (including costs of any recall action), as far
as he is responsible for the mistake leading to liability. The Contractor shall
renounce any benefit of expiry, unless we ourselves are able to claim expiry from
the claimant.

10.  Material provisions
10.1 Material provisions shall remain our property and shall be stored separately by
the Contractor and only used for our orders. The Contractor shall be liable for
damage or loss. The Contractor shall insure all supplied parts against fire.

10.2  We shall issue instructions for processing or reforming the material. We shall in
any case become the new owner of the new products. If foreign material is also
processed, we shall become co-proprietor.

11. Property rights (exclusive rights)
11.1  All items, samples, drawings, plans, models, tools and technical instructions
given to the Contractor shall remain our property. The Contractor shall keep such
items secret and return these to us upon demand, at any time. Forwarding these
to third parties or use for own purposes is not permitted.

11.2 If the Contractor produces tools, moulds or other aids for us, these shall become
our property and the Contractor shall store these for us, properly and free of

11.3 Moulds, tools or other aids or goods produced using these may not be given to
third parties or put to private use by the Contractor without prior written
permission from us. They are to be protected from unauthorized view or use and
shall be returned to us at any time, free of charge. This shall apply with exception
to the obligation to return items, even if the tools are to exceptionally remain the
property of the Contractor.

11.4 If constructions, developments, designs or similar services are part of services to
be provided by the Contractor, he shall be obliged to return to us all results, in
particular, drawings for construction and preparations such as documentation,
user handbooks, etc.

11.5 The development of software shall include in particular the delivery of the
software in the source and object program form and the documentation of the
program development and application; this also applies to later updates within
the framework of a maintenance contract.

11.6 If the Contractor makes improvements regarding the order, we shall have a cost-
free, non-exclusive user right regarding commercial use of the improvement and
any patent rights.

12.  Patent rights
For his deliveries, the Contractor shall accept exclusive liability toward third
parties for violations of industrial patent rights in Member States of the European
Union, the United States, Canada, or in those countries in which patent rights to
the same article exist as in those countries mentioned. In this context, the
Contractor shall be obliged to release us from all claims from third parties.

13. Place of performance, place of jurisdiction and applicable law
13.1 The place of performance for all rights and obligations flowing from this
Agreement with the Contractor – including those concerning bills of exchange
and cheques – shall be our registered office at 74321 Bietigheim-Bissingen.

13.2 So long as our Contractors are traders pursuant to the Commercial Code or have
no general, domestic place of performance, our place of performance, at
74321 Bietigheim-Bissingen shall apply as such. We shall however, remain
entitled to pursue legal matters at any other legal place of jurisdiction.

13.3 This Agreement shall be governed by law in the Federal Republic of Germany.
United Nations Commercial law shall not apply.

14.  Amendments and the invalidity clause
14.1 Amendments to these Conditions of Purchase or other legal agreements shall be
made in writing.

14.2 Should individual parts of these Conditions of Purchase expire by law or
individual agreement, these shall not affect the validity of the remaining

Sales terms

A. General Provisions
1. We make deliveries only under our following General Terms and Conditions for Sale, Payment and Delivery even if in continuing business relations repeated express reference is not made. Conflicting conditions of the customer are not valid for us. If we do not reply to order confirmations which refer to diverging general terms and conditions of the customer such silence shall not be deemed to be our consent to such general terms and conditions. In accepting our delivery the customer irrefutably declares its consent to the exclusive application of our General Terms and Conditions for Sale, Payment and Delivery.
2. All offers made by us are subject to confirmation. Orders shall deemed to be accepted only upon our written acknowledgement. Our acknowledgement is controlling for the terms of the contract if we do not receive a written objection within 14 days following the date of our acknowledgement.
3. Collateral agreements made prior or contemporaneously to the conclusion of the contract need in any case our written consent in order to become valid and enforceable.
4. If INCOTERMS are agreed for foreign business the definitions apply which are determined and published from time to time by the International Chamber of Commerce in Paris.

B. Prices and Payment
1. Our prices are ex works Bietigheim excluding packing, freight and insurance. Value Added Tax will be added to the agreed prices for domestic use by the respective statutory amount.
2. Our invoices shall be paid net cash within 30 days after date of invoice unless otherwise stated in our order confirmation. In every case repairs and labour services shall be paid net cash immediately.
3. In case of deliveries to customers having their principal place of business outside the Federal Republic of Germany, or in case of deliveries which are for export from the abovenamed territory, we are entitled to request for the opening of an irrevocable letter of credit by a German bank or savings bank which is domestically licensed as guarantor for customs duties or taxes and to deliver the commodities only upon opening of such letter of credit.
4. We take bills of exchange or checks only on account of payment. All expenses and charges for discounting or cashing the bills of exchange shall be born by the customer.
5. If we get knowledge of circumstances which question the credit standing of the customer all and any of our outstanding debts become immediately due for payment. In such case we are entitled notwithstanding any maturity of received bills of exchange, to demand cash payment against return of the bills of exchange. Our rights accruing out of sec. 321 German Civil Code remain unaffected.
6. The customer is not entitled to a right of retention or setting counter-claims off against our claims unless such counter-claims are expressly admitted by us or finally recognized by judgment.

C. Delivery, Passing of Risk and Taking Delivery

1. Shipping is made at customer’s cost and risk in every case. Deliveries will be insured against transport damage only upon the customer’s explicit request and at its cost.
2. The risk passes to the customer as soon as the goods leave our factory even if partial deliveries are made. In case that the customer picks the goods up the risk passes to it by the time of notice of readiness for shipment.
3. Notwithstanding the customer’s rights under section F. of these General Terms and Conditions delivery of items shall be taken by the customer even if the items show minor defects.

D. Delivery time
1. Binding schedules for deliveries or services (Delivery Schedules) must be expressly agreed as such. An agreed period for deliveries or services (Delivery Period) starts running only upon customer’s receipt of our order acknowledgement but in case that the customer has to procure technical specifications not earlier than the time it does so, and in case of orders from abroad only upon presentation of the letter of credit according to section B. No. 3 of these General Terms and Conditions for Sale, Payment and Delivery. Alterations or extensions of the initial scope of delivery which are agreed upon after conclusion of the agreement appropriately extend respectively postpone the initial Delivery Periods respectively Delivery Schedules.
2. The Delivery Period has been observed if the item to be delivered has left the factory, or the readiness for shipment has been notified, before expiration of the Delivery Period. Partial deliveries are permitted.
3. After our exceeding a non-binding Delivery Schedule or a non-binding Delivery Period for more than 2 weeks the customer may demand us in writing to deliver within a reasonable period. By such demand we are put in default. If we fall into default the customer is obliged to give us in writing an additional period of time of reasonable length together with its declaration that it will reject performance if not made within the given period. After such additional period has been fruitlessly elapsed the customer is entitled to rescind the contract.
4. Failure in deliveries or services due to Act of God or occasioned by strikes, interventions of governmental authorities, interruption of operations, difficulties in procuring material or energy, or other unforeseeable or exceptional circumstances which are not our fault, each regardless of whether such circumstances occur in our or our sub-contractors’ firm, extend the delivery time by the continuance of the impediment. This provision does not apply to cases where we have committed ourselves to Delivery Schedules or Delivery Periods despite the fact that such circumstances could have been foreseen or we did not take possible and reasonable steps to prevent or over-come such failure or we are responsible for such impediment.
      Corresponding to the foregoing provisions we are not liable for the named circumstances even if they occur during a then present default.
      We can invoke these provisions only if we notify the customer of the occurrence and prospective continuance of such failure without undue delay.
   5. If the customer incurs a damage due to a delay which we are liable for, then the customer is entitled to compensation for such damage. The amount of such compensation is limited to 1/2 percent for each full week of the default – single days portionally -, but not more than 5 percent, of the contract value. This provision does not affect our liability according to section G. No. 2 and 3 of these General Terms and Conditions for Sale, Payment and Delivery.

E. Retention of Title
1. We retain title to the delivered goods (Reserved Goods) until full performance of all of our claims arising out of the business relation with the customer even if the particular good has already beenpaid. In case of current account the retained title provides security for our balance claim.
2. Until passing of the title the customer shall insure the delivered item against theft, breakage, fire, water or other damage. The customer assigns already now all rights ensuing from the insurance contracts and its claims against the insurer to us. We accept the assignment.
3. The customer is not permitted to pledge nor to assign the Reserved Goods as security. In case of any pledge as well as seizure or other dispositions the customer has to inform us without undue delay.
4. If the customer does not adhere to a term of payment or falls in default with the payment of mature bills of exchange or checks, wholly or partly, or if it commits a breach of contract in any other respect then we are entitled to take the Reserved Goods back after demand for per-form-ance. This provision applies, too, if the customer becomes over indebted or suspends payments, or if a petition is filed for commencing arrangement or bankruptcy proceedings against its assets, or if any other material deterioration of its economic standing occurs. If we claim our retention of title or levy execution against delivered items such action shall not be deemed rescission of the contract.
5. If the resale of the delivered items is the business of our customer then our customer is permitted to resale the delivered items in the ordinary course of business and at its normal terms as far as the customer is not in default with payment. For the occasion of such resale the customer assigns to us already now the claims ensuing from the respective legal transaction up to the amount of our invoice value. We accept hereby the assignment. Even after such assignment the customer is authorized to collect these claims until revoked by us which we can do at any time. This does not affect our power to collect the claim by our own; but we commit ourselves not to collect the claims as long as the customer properly meets its debts. We may require the customer at any time to inform us about the assigned claims and the debtors thereof, to give us all information necessary for the collection, to deliver to us the necessary documents, and to notify the debtors of the assignment.
6. If Reserved Goods are resold by the customer together with other goods which do not belong to us then the customer’s claim against the purchaser is assigned to us already now up to the amount of the delivery price which has been agreed upon between us and the customer. Processing or reconstructing of the Reserved Goods is made for us at any time without our assuming any obligation. In case of processing or union with items delivered by third parties we retain co-ownership in the new good in the ratio of value of the good delivered by us and the new good.
7. We agree to release the securities due to us to the extent that their value exceeds the claims to be secured by more than 20%.

F. Warranty and Notice of Defects
1. The customer has to inspect the delivered good carefully without undue delay after receipt and to give notice to us in writing of possible defects without undue delay after such defects could be detected.
2. In case of a defective delivery respectively service the customer is entitled – at our option – either to subsequent improvement or to replacement delivery (Subsequent Fulfilment) at no cost. If the subsequent improvement or replacement delivery also fails to remedy the defect the customer may at its discretion demand either the purchase price respectively the service price be reduced (Reduction of Price) or the contract be cancelled (Cancellation of Contract). A Cancellation of Contract is excluded if the defect diminishes the good’s respectively the work’s value or fitness only insignificantly.
      If we fall in default with the subsequent improvement or the replacement delivery the customer may claim the same rights after an additional period of time has elapsed fruitlessly; such additional period of time, however, must be set in writing.
   3. We guarantee in the meaning of Sec. 443 German Civil Code for certain qualities of the sold good or work only if we undertake such guarantee expressly and in writing, this does not apply in case of a consumer-goods contract.
   4. Any warranty is excluded if our delivery item has been altered, particularly by implanting foreign parts without authorization and if it cannot be excluded that such alteration caused the defect.
   5. All warranty-claims become timebarred one year after delivery of the good sold or acceptance of the work. This is not the case if the item sold or delivered has been used – in conformity with ist usual utilization – for an edifice and has caused its defectiveness.
   6. We may refuse to remedy defects as long as the customer is in default with its obligations. This provision does not affect a right of retention arising out of possible defects of delivery up to the double amount of the cost of subsequent improvement.

G. Liability
1. Claims for damages because of neglect of any and all contractual or quasicontractual obligations and claims for damages based on tort – particularly as to consequential damages – are excluded.
   2. Our liability for damages arising from injuries to life, body or health, for claims under the Product. Liability Law as well as for express written guarantees and in all cases where intent or gross negligence can be imputed to us remains unaffected.
   3. As far as culpable violations of material contractual duties in the meaning of sec. 307 subsec. 2 sentence 2 of the German Civil Code are concerned we are liable even in cases of slight negligence but only for the foreseeable and typically arising damage and up to the amount of our liability insurance’s cover, at least, however, up to the amount of 3 500.000.

H. Place of Performance, Forum and Applicable Law
   1. Exclusive place of performance for both contractual parties is our place of business 74321Bietigheim-Bissingen. As far as our customers are merchants in the meaning of the German Commercial Code the forum is agreed to be Heilbronn. This does not apply in case of summary proceedings for order to pay debts. We are entitled, however, to file suit in any other statutory forum.
   2. The legal relations with our customers are exclusively governed by the laws of the Federal Republic of Germany with the exception of the international laws on the sale of goods.

I. Amendments, Severability Clause

1. Amendments of these General Terms and Conditions for Sale, Payment and Delivery or other contractual arrangements must be in writing.
2. Should particular provisions of these General Terms and Conditions for Sale, Payment and Delivery become ineffective by a law or a particular contract then this will not affect the effectiveness of the remaining provisions.