General Terms of Delivery and Payment

1. General

These terms of delivery and payment of PALCO GMBH & Co. KG replace all terms of business that we have published so far. The current version of such terms of delivery and payment will apply to all future orders. Agreements deviating from these terms will only obtain validity by our written confirmation.

General terms of purchase, in particular those differing from our conditions are not binding upon us, even if we do not explicitly object.

2. Offers and prices

Our offers are given without obligation. The order obtains validity only by our written confirmation or by execution of the order.

Each partial delivery has to be regarded as a seperate contract. Any complains referring to one partial delivery have no influence on the execution of the remaining deliveries. All quotations are given in Euro (e) and exclude VAT, which will be charged in addition if applicable. Orders will be executed at prices valid on the respective day of delivery, which refer to the home marked only.

3. Delivery

Dispatch of goods will always be effected for account and at the risk of the buyer. Shipping instructions for route and mode of transport will be determined by us. We shall try to consider any requests buy our costumer(s), whilst additional costs caused by such special requests are to be charged to the buyer’s account. The risk of ruin, loss or damage of the goods passes from us to the buyer, as soon as the goods have been dispatched or transferred to the forwarder or – in case of pick-up by the buyer – as soon as goods have been prepared for dispatch. The unobjected acceptance of the goods by the forwarding agent/carrier shall be deemed proof of satisfactory packing of the goods.

Any insurance of the goods to be dispatched will be effected by us on request and to the account of the buyer only. Any damages of goods insured by us need to be confirmed by railway or postal authorities or by the forwarding agent/carrier.

4. Commerce Clauses

As far as commerce clauses, according to the International Commercial Terms (INCOTERMS) have been agreed, the actual version of the INCOTERMS is valid.

5. Force majeure; reliefs

In the event of war, labour disputes shortage of raw material and energy, scarcity of means of transport, intervention by Government – German or foreign – as well as any other circumstances of force majeure, including those concerning suppliers and sub-suppliers, entitle us to postpone or cancel the delivery entirely or partly for the time request to nullify the effect of any such circumstances. We cannot be held liable for damage or loss which may be caused to the buyer under the aforesaid conditions.

6. Payment

Unless otherwise agreed, payment shall be made by the buyer not later than the fourteenth day of invoice date.

We reserved the right to occasionally effect deliveries only against cash, cash in advance or cash on delivery. In case a discount has been granted, if can only dededucted for payment in cash or delivery. In case a discount has been granted, if can only be deducted for payment in cash, by cheque, by postal and bank giro, not however for payment by bill of exchange.

Failure to comply with the terms of payment shall, without special notice, entitle us on an overdue charge. Payment by bill exchange is subject to our acceptance, whilst any discount or bank charges shall be borne by the buyer.

It is not permissible for the purchaser to either set off uncontested or legal counterclaims against payments due to us, or to withhold payment. Deductions of any kind of the invoice amount due can only be considered, provided they have been acknowledged by us in writing by means of a credit note or by contract.

In significant doubts arise as to the solvency of the purchaser of payment is overdue, we shall be entitled to demand immediate settlement of all payments outstanding disregarding the credit terms that had been granted initially.

7. Retention of title

The goods shall remain our property until the purchaser has discharged all his commitments arising from our business transactions (main and supplementary claims), including any current account showing a balance to his debit.

The purchaser is only entitled to dispose of goods still in our property by complying with regular business practices, whereas pledging, cessions and protective conveyances are not permissible.

If goods delivered by us have already been processed or blended, the retention of title also applies to these new created goods in accordance with §§947/948 BGB.

The purchaser shall assign to us all accounts receivable – including bills of exchange and cheques – resulting form sales of goods that we have delivered to him and that we retain property of. On our demand, the purchaser shall be obliged to supply all necessary information on the stock of the goods of our property and of the receivables assigned to us, as will as to inform his customers of any assignment.

Provided the value of the receivables assigned to us exceeds our claims by more than 20% we shall on demand release securities ourselves or effect their release accordingly. The purchaser agrees to effect sufficient insurance against insurable damage (fire, water, theft, etc.) for the goods that we have delivered to him and still retain property of. He assigns to us in advance the claims of the insurance policies.

The purchaser agrees to immediately inform us of pledging of our goods by third parties or of any other impairment.

8. Warranty, complaints

We can only give warranty for the fact that goods delivered by us correspond to all our specifications at the point of time at which the risk of the goods passes to the purchaser. As to properties of goods beyond our specifications, we cannot give any warranty. All information and advice of any kind on the use and the applicability of our products and other details is given to the best of our knowledge on the basis of research work and experience. It is not, however, binding upon us, and all liability on our part is excluded. The purchaser is not released from carrying out his own tests and experiments.

The buyer shall notify us in writing of any complaints in regard to quantity, quality or nature of the goods delivered not later than 10 days of arrival of the goods at the destination that the buyer had determined, indicating all necessary data on the delivery, including numbers of invoice and dispatch note.

We shall attend to justified complaints either by replacement delivery or by return of the goods against refund of the purchasing price Should the goods delivered be subject to shortfall, we shall either refill the shortfall or issue a credit note of the corresponding amount. If the buyer fails to fulfill his obligations according to our contract or law, he shall lose his rights to claim damages irrespective of cause.

Claims arising due te delayed or cancelled delivery are limited in value to the purchasing price of the part of goods delayed in delivery or not delivered. Should the damage be caused by gross neglect, our liability shall be restricted to the damage foreseeable that can be foreseen in such case.

9. Prohibition of assignment

Unless otherwise agreed by us in writing, the purchaser is not entitled to assign his rights arising from his contract with us to third parties.

10. Place of performance and disputes

Place of performance for the delivery is the location of the plant or stock delivered from, whereas the place of performance for the purchaser’s obligations is Munich.

Any disputes arising hereunder with purchasers according to commercial Laws – including claims for bills of exchange and cheques – will be settled before a competent court, either in Munich or according to our choice at the buyer’s domicile.

11. Validity clause

Should particular items of these general terms of delivery and payment be – partly or entirely – invalid, this shall not affect the validity of the remaining clauses or remaining parts of such clauses.