Terms and Conditions of Supply and Payment

1. Place of execution

The place of execution for all goods and services supplied under the contract shall be the Seller’s registered offices. The exclusive place of jurisdiction for all disputes between Buyer and Seller shall be the Local Court or alternatively the Regional Court of Delmenhorst in Oldenburg.

2. Deliveries

All deliveries shall be made in accordance with the contractual agreement. All risks shall be transferred to the Buyer when the invoice has been prepared and the consignment handed over to the freight haulier. lf the Buyer has declared that he intends to collect the goods, or if they are stored on our premises, all storage risks shall be transferred to the Buyer on the date of invoice.

3. Arrears of delivery

Should the Seller fall into arrears of delivery, the Buyer shall be under an obligation to accept a four-week prolongation of the delivery period. This extension cannot be set until the contractual delivery period has expired, and shall count from the date on which the Buyer’s written declaration to this effect is received. In the case of contracts containing the wording “Delivery on call-off by…” the Seller’s obligation to supply shall expire on the date stated. Arrears of delivery shall be deemed to start on the last date stated for call-off.

4. Obligation to supply

Interruptions to operations caused by Acts of God, force majeure, or similar events where the Seller has no influence over their occurrence or duration, shall entitle the Seller to extend the delivery period by the same length of time as the hindrance, subject to a maximum extension of two months. lf this extension period expires without performance, either party shall be entitled to cancel the contract. Fulfilment of this contract shall be subject to the reservation that the Seller himself receives punctual deliveries.

5. Complaints

All goods and services shall be supplied in accordance with samples sub- mitted and with the customs of the trade. Goods shall only be required to possess assured characteristics if these have been agreed. The Buyer shall be under an obligation to examine the goods with regard to their intended purpose of use. Complaints shall be raised at once, and can only be accepted for examination if they have been notified in writing within ten days of having been received, and in any case before they are further processed or worked on. In any other instance, the purchaser’s complaints shall be without legal effect. Goods subject to complaint shall only be returned if the Seller agrees. In the event of a justifiable complaint, the goods can be returned but without this of itself giving rise to any right to the supply of a replacement consignment. There shall be no right to sue for damages. In all other respects, the BISFA regulations issued by the “lnternational Bureau for the Standardisation of Man-made Fibres” shall apply to this contract in their most recent version at the material point in time.

6. Terms of payment

Payment shall be rendered in accordance with the contractual agreements. If bills-of-exchange or cheques are accepted, payment shall not be deemed to have been effected until these have been cashed. In the event of the payment term being exceeded, interest shall become due at a rate of 5 % p. a. above the Basis-Interest-Rate of the European Central Bank.

7. Retention of title

The Seller shall retain title to the goods supplied until the purchase price and all pending demands have been paid in full, e.g. any cheques or bills of exchange or the balance of the current account. Any further word on or processing of the goods shall be deemed to have been carried out on the Seller’s behalf, but at no expense to him, with the consequence that he becomes the owner of any semi-finished or finished goods produced in this way. lf the Seller’s goods are combined or mingled with any other supplier’s goods, the Seller shall become the co-owner thereof in the same proportion as the goods he has supplied. The Buyer shall store the goods produced partly or entirely from the Seller’s goods on the Seller’s behalf. The Buyer shall be permitted to sell any goods that have not yet been paid for in full, nor any finished or semi-finished products, in the normal way of business. In the event of a sale, the proceeds shall take the place of the goods. Furthermore, the Buyer hereby assigns to the Seller his claims to payment for the goods, or for products produced partly or entirely from the goods, in the same proportion as the content of the Seller’s goods within the resultant product if the Seller’s goods have been combined or mingled with any other supplier’s goods. lf the Seller so requests, the Buyer shall provide him with the names of the parties owning the aforesaid purchase price and a quantification of the amounts owed within the meaning of this stipulation, and shall also inform the relevant customers of his assignment of his claims to payment. lf the Buyer wishes to pay by cheque or any financial instrument, and has received the Seller’s consent thereto, the Seller’s retention of title shall subsist until the financial instrument has been cashed.  Title shall be retained over all goods supplied until all claims from ongoing contracts have been satisfied that existed at the time the right of retention was claimed.

8. Right of cancellation

The unrestricted creditworthiness of the Buyer shall be a precondition for our obligation to supply. lf information should be received after the contract has been concluded which gives rise to misgivings as to the advisability of granting credit, or if facts come to light that raise doubts in this respect, we shall be entitled to demand advance payment or collateral or to cancel the contract.

9. Any of the declarations based on the foregoing stipulations can be notified by fax or e-mail, but must be confirmed by registered letter directly to the Seller.

10. The Buyer declares by accepting the contract overleaf that he also accepts these General Terms and conditions and is in agreement with their provisions.