General terms and conditions of business of S.T.O.P. Sicherheitssystem GmbH

I. General
1. The following conditions shall apply to all of our offers and conclusions of contracts concerning the purchase/supply of S.T.O.P anti-theft security badges in addition to accessories, see the price list. They are to be acknowledged by the customer at the latest on receipt of goods or supply thereof and do not need to be expressly agreed again.
2. Deviating amendments, subsidiary agreements and addendums and different terms and conditions or conditions of purchase of our customer are hereby expressly and definitively revoked.
3. Discrepancies and subsidiary agreements from our terms and conditions shall only take effect if we confirm this in writing.

II. Formation of contract
The order is a binding offer. We can accept this offer within three weeks by providing a written order confirmation. Any special agreements with our representatives or employees require our written confirmation in order to take effect.

III. Sales documentation and prices
1. Our offers and price lists are non-binding and without obligation subject to our written order confirmation.
2. Our price lists are in euros plus the VAT, transport and packaging costs applicable at the time of delivery/execution and are only for the individual order concerned. Deliveries abroad may also incur customs duties and taxes. Incidentals shall be charged separately.
3. The prices given by us reflect the current cost structure. They shall apply on the understanding that a job takes place without impediment and that labour and material costs remain the same. If costs increase before the delivery date / before the end of a job, we are entitled to recalculate the prices applicable on the delivery date / at the end of the job. If the increase in prices significantly exceeds the general cost of living, the customer is entitled to withdraw from the contract. This shall only apply in commercial transactions if the delivery / execution of a job takes place more than 4 months after conclusion of contract.
4. Jobs for which no fixed prices are expressly agreed are charged at the prices valid on the day of delivery / end of the job. Article 3 shall also apply by analogy.
5. Cost estimates thus apply only if we expressly acknowledge them as such in writing. An exceedance of no more than 20% shall be deemed negligible.

IV. Execution and quantity
Deviations with regard to materials, colours, weights, measurements of a technical nature or features remain reserved if the delivery item remains appropriate on the whole for the customer. Information on weights and measurements, colour reproductions in brochures, colour cards, drawings and patterns are, unless otherwise agreed, only approximate and do not represent any assurance or guarantee. This shall also apply to any alterations of models, construction or furnishings.

V. Delivery
1. Delivery dates and delivery times are only binding if they have been agreed in writing and commence on the day of receipt of the confirmation of an order, but not before all details of the delivery / job have been clarified. If amendments to the contract are agreed in writing subsequently, a new delivery date or delivery time must be agreed in writing at the same time, if required. This shall also apply in particular to any subsequent desire of the customer for an amendment or supplement.
2. Our delivery times are ex works or warehouse. In any case, such shall require the customer to fulfil its contractual duties.
3. Our promise of delivery is subject to our own supplies. We do not have to bear delays in services on account of force majeure and on account of events which make deliveries difficult or impossible, such as, for example, subsequently arising difficulties in procuring material, scarcity of resources, official measures, strikes, lockouts etc, even if these arise for our suppliers or their subsuppliers, and even for agreed dates and times. You entitle us to postpone the delivery by the length of the delay or withdraw from the contract in the event of there being more permanent obstacles.
If the delivery time is not observed for reasons to be borne by us, the customer is to grant us an appropriate extension of at least 1 month.
4. A statement from our presupplier or a subcontractor shall be considered sufficient proof that we are inhibited in providing the delivery or service.
5. We reserve the right to specify subcontractors of our choosing to deliver the goods listed in the contract.
6. Partial deliveries are permitted as long as they are reasonable for the customer. Each partial delivery shall be considered an independent transaction and shall not bear any influence on the unfulfilled part of the job. We are entitled to partial deliveries at any time.

VI. Place of performance, shipping and transfer of risk
1. The place of performance for both components is the registered office of our company.
2. We supply anti-theft badges and other objects designated in Section I. directly to the customer or, at the request of the customer, to another specified place of delivery.
3. We load and ship at our best discretion and always at the account of the customer.
4. Risk shall transfer to the customer on transfer of the delivery item to the carrier or on shipment of goods. In the event of transport damage, it is for the customer to immediately initiate an ascertainment of the facts from the responsible body, as possible claims against entities charged with shipment and against an insurance company may otherwise lapse.
5. Our claim for remuneration for the completed part of a job shall remain in the event of damage or destruction of our service before acceptance thereof due to unavoidable circumstances not to be borne by us.

VII. Non-acceptance
1. The customer undertakes to accept the goods offered to it, even in parts, if reasonable.
2. On default of acceptance of the customer, we are entitled, after expiration of an appropriate period of grace, either to request the acceptance of whole or part of the job or compensation for damages on account of non-fulfilment to the value of 30% of the contract value or to withdraw from the contract, unless the customer can prove that only insignificant damage or no damage at all has been caused. This shall not affect the right to claim higher damages. This also applies in particular in the case of custom-built products.

VIII. Terms and conditions of payment
1. Payment obligations from invoices shall be fulfilled net and without discount within 10 days after receipt of invoice. Payments in instalments befit the services rendered by us and are expressly agreed. In the event of late payment, any further performance can be excluded by us until payment is made.
2. We are entitled to charge maturity interest in the amount of 5% above the discount rate of the Deutsche Bundesbank from the due date. This shall not affect the assertion of claims for further damages.
3. We shall only accept discountable bills of exchange or cheques on express agreement on account of payment. All costs and expenses arising from this are to be paid by the customer. Bills of exchange and cheques are credited only after undeserved receipt of their net value and only to the value of the same.
4. All of our claims are due immediately, independent of any payment period, deferment of payment or, for example, bills of exchange or other papers taken in before maturity, if circumstances (e.g. bill protest, arrears) become known which, in our judgement, are suitable to reduce the creditworthiness of the customer. We can request immediate payment and appropriate collateral security for deliveries and services still pending by us or withdraw from the contract.
5. If the customer suspends payment, becomes bankrupt or is aspiring to insolvency proceedings, all discounts, bonuses and any other benefits granted by us on still outstanding claims shall not be considered granted.

IX. Set-off and retention
1. If an order is part of the operation of the commercial transaction of the customer, the customer is not authorised to assert its right to retention.
2. Set-off of disputed or not legally valid specified claims is excluded.

X. Retention of title
1. All items delivered to the customer by us shall remain our property until our claims are paid in full, even if payment for specially designated claims is to have taken place.
2. We are owners of retained goods, the purchaser is the custodian. The customer, as a custodian, is particularly obliged to protect and maintain the goods in due form and in doing so ensure that it is not possible to endanger people or things. Possible risks are to be covered with insurance in due form.
3. The handling and processing of retained goods shall be done for us as a manufacturer within the meaning of § 950 German Civil Code (BGB) without obligating us. The processed item applies as retained goods.
4. If the retained goods are processed, mixed or associated with retained goods of other suppliers not supplied by us, the customer shall transfer to us its property or co-ownership rights to the new totality in proportion to the value of the goods subject to retention of title in their total value and preserve these for us.
5. The customer may re-sell the goods supplied by us and the items arising from the processing thereof in due business transactions until the revocation of such.
6. The customer shall assign claims arsing from re-sale in the amount of our entire purchase price claim until full repayment of all our claims to us as security. If goods have been processed, mixed or confounded, assignment shall take place in proportion of the goods subject to retention of title in their total value.
If the customer has sold the claim within the scope of non-recourse factoring, it shall assign the substitute claim against the factor to us.
Retention of title shall continue to exist if individual debt claims of ours are transferred to a running account and the balance is drawn and recognised. We shall be entitled to retention of title for more than causal balance. The customer shall assign the claim from the balance within the meaning of § 355 German Commercial Code (HGB) in the amount of our due claim.
If requested to do so by the customer, we shall release securities at our discretion if the value of the securities given exceeds our total claims by more than 20%.7. The customer is authorised to collect the assigned claims as long as it satisfies its duty of payment as per the contract and does not become insolvent. It shall no longer be entitled to collect all cases if we revoke this authorisation or disclose the assignment. It is not entitled to other disposals of the retained goods (e.g. for seizure, use as collateral). At our request, the customer is obliged to provide information on all assigned claims, particularly by providing a list of debtors with their names, addresses, the amount of the claim, the date and number of the invoice, and to provide information on existing blanket assignments.
8. The right of the customer to own the retained goods shall cease to exist if it falls behind with regard to its obligations from this or from another contract or circumstances arise which entitle us to immediate repayment of the claim in accordance with Section VIII, 5. The customer is to return the retained goods to us at its expense on request. As indirect owners of the retained goods, we are entitled to access the premises of the customer and to retrieve the retained goods for hedging purposes without a withdrawal from the contract being immediately foreseen. We are authorised to utilise as security and turn to account the worthes of the customer which are subject to our influence.
9. The buyer must inform us immediately of a seizure or other interference by third parties. It is also to inform third parties of the existence of the retention of title immediately.

XI. Seller's warranties, obligation to inspect goods, obligation to give notice of defects during deliveries
1. We guarantee the customary quality of our products. Slight discrepancies in colour or size within the scope of customary tolerance do not constitute a defect. We are entitled to deviate marginally from patterns, samples and outlines if this is justifiable for technical or calculatory reasons and reasonable for the customer.
2. The items delivered by us are to be inspected immediately on their arrival at their destination for defects, even if samples were sent. The delivery or service shall be deemed approved if obvious defects or defects discovered during inspection, differences in defects or an obvious incorrect delivery is not notified to us in writing within a period of 8 days after arrival of the goods at their destination, but in any case before associating, mixing or processing. The customer must notify us of complaints concerning hidden defects immediately within 8 days after they are discovered. §§ 377, 378 HGB shall also apply for merchants yet the notification period shall still amount to 8 days.
3. Our guarantee is limited to improvement work or compensation delivery at our discretion. The customer is to provide us with the appropriate opportunity and time to do so. If improvement work or compensation deliveries demonstrably fall through, or if we refuse to eliminate the defect as a consequence of a disproportionately high expense, the customer can request a reduction in remuneration or rescission of the contract.
4. Guarantee claims shall become time-barred within 6 months after transfer of risk in the event of acceptance after acceptance.
The time-barring of guarantee claims is neither inhibited nor interrupted by improvement work or compensation deliveries.
5. The guarantee terms of the respective suppliers available to the customer at its request shall apply for integrated and inserted external products. Our claims shall hereby be assigned to the customer.
6. We are not liable for damage that stems from improper use and storage, defective installation or natural wear and tear. Repairs or other interventions undertaken by the customer or third parties without our consent shall exclude any guarantee from us.
7. Guarantee claims for not recently manufactured goods are excluded completely.
8. The customer should note that expenses pursuant to § 478a BGB shall not be accepted if delivery has been made to a site other than the residence and commercial establishment of the recipient, unless this delivery to this site serves for the intended use of the item.

XII. Liability
1. Claims for damages are excluded with the exception of the limitation in the next Section for any legal reason as long as no grossly negligent or intentional breach of our contractual duties is present.
2. In the event of our default or an impossibility of service to be borne by us, our obligation to pay compensation for damages shall be limited to 10% of the value of the part of the delivery or the job concerned, unless intent or gross negligence are a burden on us.
3. We shall not be liable for indirect or consequential damages for defects.
4. All claims for damages, for whatever legal reason, become time-barred six months after transfer of risk, in the event of acceptance after acceptance.

XIII. Termination
If the customer terminates before the execution of a job or withdraws from the contract, we shall be entitled to up to 5% of the gross order amount as one-off compensation, unless the customer can prove that only insignificant damage or no damage at all has been caused. The assertion of compensation above this shall remain unaffected.

XIV. Assignment
The customer may neither assign, pledge nor transfer in another way all rights from the contract without our written consent.

XV. Data protection
The customer agrees that its personal data given to us within the scope of the business relationship shall be saved and automatically processed.

XVI. Binding nature of the contract, place of jurisdiction
1. The invalidity of individual contractual provisions shall not affect the validity of the remaining provisions.
The customer and supplier undertake to guarantee as far as possible the economic success aimed for in the invalid clause in other, legally permissible ways.
2. The place of jurisdiction for all rights and duties, also from bills of exchange and cheques, is Stuttgart if the customer is a merchant, legal person under public law and for customers who do not have a general place of jurisdiction in Germany. This shall also apply for those who are liable for the obligations of the customer. At our discretion, we shall, however, be entitled to take legal proceedings at the customer’s registered office.
3. German law shall apply exclusively.

Issue 07/2010