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General Terms and Conditions of Sale

of the company ASC Armaturen GmbH - 19273 Popelau - Elbstrasse 5 - Germany

(As of 10 / 2011)

Section 1 Area of applicability

(1) These Terms of Sale shall exclusively apply to entrepreneurs, legal persons under public law or special funds under public law within the meaning of Section 310 Clause 1 BGB [German Civil Code]. The Customer?s terms of sale conflicting with or deviating from our Terms of Sale will only be accepted if we have expressly approved of their validity in writing.

(2) These Terms of Sale shall also apply to all future business transactions with the Customer, provided that legal transactions of a related kind are concerned.

Section 2 Offer and conclusion of contract

All prices quoted are subject to confirmation. All sales transactions and contracts, regardless of whether they are entered into by us or by persons commissioned by us, shall become binding for us not until our order confirmation is issued. If an order is to be regarded as an offer pursuant to Section 145 BGB, we have a time limit of 2 weeks to accept it.

 Section 3 Documents provided for use

We reserve the title and copyrights to all documents such as calculations, drawings, manuals, dimensions sheets, descriptions, etc. provided to the Customer for use in connection with the order. These documents must not be made available to third parties unless the Customer is given our express written consent to do so. If we do not accept the Customer?s offer within the period stated in Section 2, these documents shall be returned to us without undue delay.

Section 4 Prices and payment

(1) Unless agreed to the contrary in writing, our prices are ex works, excluding packaging and exclusive of value-added tax at the applicable statutory rate. The packaging and shipping costs will be charged separately.

(2) The purchase price shall exclusively be paid to our account. Any deduction of discounts shall be subject to a special written agreement. Further reductions of the purchase price shall be inadmissible.

(3) Except as otherwise agreed upon, the purchase price shall be paid within 10 days of delivery. In the event that the term of payment is exceeded, we charge default interests as from the due date amounting to the bank rates for short-term loans. We reserve the right to assert claims for higher damage caused by default.

(4) Unless a fixed price has been agreed upon, we reserve the right to adequate price changes due to changes in wage, material and distribution costs for deliveries that are effected 2 months or more after conclusion of the contract.

(5) In the event of the Customer?s poor financial situation, we shall be entitled at any time to withdraw from the contract or make the delivery dependent upon fulfilment of any previous payment obligations. If the delivery has already been executed, the purchase price for the items delivered shall immediately be due and payable.

Section 5 Rights of offset and retention

The Customer shall only be entitled to set-off if his counterclaims are legally established or uncontested. The Customer shall only be entitled to exercise his right of retention if his counterclaim is based on the same contractual relationship.

Section 6 Delivery period

(1) The commencement of the delivery period indicated shall be subject to the timely and proper fulfilment of the Customer?s duties. We reserve the right to raise objections due to non-performance of the contract.

(2) If the Customer fails to accept the delivery or culpably violates other duties to cooperate, we shall be entitled to claim compensation for the damage incurred by us, including any additional expenses. We reserve the right to assert further claims. Provided that the aforementioned conditions are fulfilled, the risk of accidental destruction or accidental deterioration of the purchased item shall be transferred to the Customer at that point in time at which the Customer failed to accept the delivery or defaulted on payment.

(3) We accept no liability for delivery delays that have not been caused by wilful intent or gross negligence on our part.

(4) Delivery deadlines commence on the date of issue of our order confirmation, although not before all details of the order have been fully clarified. In the absence of special agreements, the delivery dates indicated shall always be considered approximate and non-binding. Partial deliveries are permissible. Contractual penalties or other claims for compensation due to default in delivery shall be excluded or shall be subject to our express written consent.

(5) Operational disturbances or force majeure events shall entitle us to postpone the agreed delivery deadline by the duration of the event or, if the specific circumstances so require, withdraw from the contract in whole or in part, without the possibility of asserting any claims for compensation against us. If delivery deadlines are not met due to the aforementioned reasons, the Customer shall remain obliged to accept the delivery without making any deductions.

Section 7 Transfer of risk 

If the items are sent to the Customer upon his request, the risk of accidental destruction or accidental deterioration of the items shall be passed on to the Customer as soon as the items are dispatched, however, as soon as they leave our works/warehouse at the latest. This shall apply regardless of whether the items are shipped to the place of performance or who pays the freight charges. If the Customer provides no accurate instructions, we shall be entitled to select the carrier at our discretion.

Section 8 Reservation of title

(1) We reserve the title to the delivered item until all claims arising from the supply contract have been paid in full. This also applies to all future deliveries, even if we do not explicitly refer hereto. We are entitled to take back the purchased item if the Customer acts in breach of contract. 

(2) As long as the item has not been transferred to his ownership, the Customer is obliged to treat the purchased item with care. In particular, he is obliged to adequately insure the purchase item at his own expense against theft, fire damage and water damage at replacement value. If maintenance or inspection work needs to be carried out, the Customer shall carry out this work at his own expense in due time. As long as the item has not been transferred to his ownership, the Customer must immediately notify us in writing if the delivered item is subject to an attachment or other interventions of third parties. If the third party is unable to reimburse our judicial or extra-judicial costs resulting from a legal action pursuant to Section 771 ZPO [German Code of Civil Procedure], the Customer shall be liable for the loss incurred by us.

(3) The Customer shall be entitled to resell the reserved items in the normal course of business. The Customer hereby assigns to us all claims of the purchaser resulting from the resale of the reserved items to the amount of the invoice total agreed upon (including value-added tax). This assignment shall apply regardless of whether the item purchased was resold without processing work or after this work had been done. The Customer shall remain entitled to collect receivables even after the assignment. Our authority to collect receivables ourselves shall remain unaffected. However, we will not collect any receivables as long as the Customer meets his financial obligations arising from the proceeds received due to sale, is not in default of payment and in particular no application for the institution of insolvency proceedings has been filed and no payments have been suspended.

(4) Any processing or transformation of the purchased item by the Customer shall always take place in our name and on our behalf. In this case, the Customer?s expectant right to the purchased item shall also apply to the transformed item. If the purchased item is processed together with other items not owned by us, we shall acquire co-ownership of the new product in proportion of the objective value of the purchased item to the other items processed at the time of processing. The same applies in cases where the items are combined with other items. If the combination is done in such a way that the Customer?s item is considered to be the main item, it is agreed that the Customer assigns co-ownership to us and preserves the sole or joint ownership for us. To secure our claims against the Customer, the Customer also assigns to us those claims which accrue to him against a third party from the connection of the reserved items with a property; we hereby accept this assignment.

(5) We undertake to release all securities we are entitled to upon request of the Customer if their value exceeds the claims to be secured by more than 25%.

Section 9 Warranty and notification of defects

(1) The Customer?s rights under warranty are dependent upon the Customer properly meeting his obligation to inspect the items and giving notice of defects pursuant to Section 377 HGB [German Commercial Code].

(2) Warranty claims are subject to a period of limitation of 12 months of successful delivery (delivery date) of the items. The foregoing provisions shall not apply if longer periods are prescribed by statutory law pursuant to Section 479 Clause 1 BGB (right of resource).

(3) Any return of goods requires our prior consent. The items shall always be returned free of charge for us.

(4) If the delivered item exhibits a defect in spite of our utmost care and this defect already existed at the time the risk was passed on, we will, subject to a timely notice of defects, rectify this defect or provide replacement at our option. We shall always be given the opportunity to subsequent performance within reasonable time. All rights to recourse shall remain unaffected by the foregoing provision without restrictions.

(5) Warranty claims do not exist in cases of merely insignificant deviations from the agreed quality, insignificant impairment of usability, normal wear and tear as well as damage which occurs after transfer of risk due to incorrect or careless handling, excessive use, inappropriate equipment, poor construction work or due to special external influences that are not assumed under this contract. If the Customer or third parties carry out improper maintenance work or modifications, no warranty claims shall exist against us for these works and the consequences arising therefrom.

(6) The Customer?s claims as to the expenses required for subsequent performance, in particular costs for transportation, disassembly and installation, road maintenance, labour and material, compensation due to loss of production or the like, shall be excluded.

(7) The Customer?s rights of recourse against us shall only exist if the Customer has not entered into agreements with his purchaser beyond the mandatory statutory warranty claims. Furthermore, Clause 6 shall apply accordingly with regard to the extent of the Customer?s right of recourse against the Supplier.

Section 10 Miscellaneous

(1) This contract and all legal relationships of the Parties shall be subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business in Popelau, unless stipulated otherwise in the order confirmation.

(3) All agreements made between the Parties for the purpose of executing this contract are laid down in writing in this contract.

(4) Should individual provisions of this contract be or become ineffective or should the contract prove to be incomplete, the remaining contractual provisions shall not be affected.

ASC Armaturen GmbH  -  D 19273 Popelau  -  Elbstrasse 5

Fon: +49 38841 / 618-0        -    Fax: +49 38841 / 618-22

info[at]        -

district court: HR-B 202557  Lüneburg

VAT-ID: DE815183026

tax-no:  33/275/00918