| 1. Delivery contract
The present general sales conditions are valid for all our deliveries and services. Our offers are not binding. Documents belonging to the offer (images, drawings, technical data sheets etc.), statements of weight and measurements are only decisive if they are not expressly declared as binding. With the delivered documents the copyright remains with us. These documents can be made accessible to third parties only with our consent. The delivery contract comes into force only through our written confirmation of the order. If the delivery of goods occurs without a prior written confirmation of the order, the contract comes into force through the delivery of the goods. Variant business conditions do not obligate us even if we do not expressly object to them during conclusion of the contract. Additions, changes or oral additional agreements require for their effectiveness a written confirmation by us. 2. Prices
Our prices are valid without contrary agreements from delivery plant, incl. transport insurance, packing excluded and payable cash. 3.Terms of delivery
Our stated terms of delivery are not binding. They are valid from the day of acceptance of the order but not before the determination of all details for carrying out as well as of the realisation of all delivery conditions by the customer. 4. Force majeure and other performance obstructions
If we are not prevented to fulfil our obligations by unforeseen events which affect us or our subcontractors and if we could not avoid them by a reasonable care (war, home disturbances, natural forces, accidents, strikes, lockouts, other malfunctions, shortage of raw materials or delay in the delivers of essential raw materials or and supplies), the term of delivery is extended by the duration of prevention and an appropriate starting time. If the delivery should become impossible or unreasonable or if one or more suppliers should withdraw from the contract due to the prevention we can withdraw from the contract. The same right has the customer if the acceptance is unreasonable because of the delay. Further rights of the customer, especially claims for damages are excluded. If the delivery is delayed due to reasons which are caused by the customer we have the right to demand from him the expenses for storage and to dispose of the delivery item after a certain term and the deliver it to the customer with an extended term. 5.Dispatch and passing of the risk
The dispatch is realized for the account of the customer according to his instruction - if there was not given a special instruction we act oat our discretion. Partial deliveries are admissible. The risk is passed to the customer at the latest with the completed shipment (even during use of our means of transport or carriage free delivery). If the delivery remains undone due to reasons which are caused by the customer the risk is passed to him by the dispatch readiness. 6. Examination of faults
The customer has to examine the delivered articles immediately after the arrival. Divergences from the packing slip or delivery note or objections due to apparent faults have to be reported us immediately after acceptance, at the latest within 8 days. After this term the delivery is valid as accepted. Damages due to the dispatch are to be reported to the delivering carrier with regard to claim for damages. 7. Guarantee
ABN takes over the guarantee for the delivered or produced compressors and their original spare parts for 12 months from date of invoice. For other constructions and appliances which are produced or delivered by ABN, ABN takes over the guarantee for 12 months from date of invoice. With justified and at due date notices of defects ABN will immediately deliver the shortages and remedy the defect by amendment to the exclusion of costs for removing and installing. ABN will deliver a faultless replacement or offer an appropriate price reduction. If an amendment or a compensation delivery fails, the customer can demand a reduction of the payment or the rescission of the contract. The guarantee is valid only for manufacture- or material defects which come into force within the guarantee period. From the guarantee are excluded those damages which are caused by non-consideration of the instruction manual, by normal wear or mechanical damage – even through transport. If the seals are injured, any guarantee claim is immediately expiring. The defect appliances have to be sent for the examination of guarantee duty to the authorized repairer who has to send to ABN the appliances for a final decision about the presence of a guarantee case. For the removal of all defects ABN demands an appropriate term – if this is refused ABN is freed of the liability for defects. Carrying costs or fare payments are only taken over with an existing guarantee duty according to these conditions. 8.Liability, compensation for damages
a) Our liability is excluded if the customer carries out or lets carry out changes or repairs of the delivery item without our prior consent. For delivery items which are not produced by us the guarantee is confined to the assignment of the claims which are due to us towards the producer because of the defect. If assigned guarantee claims towards third producers can not be realized for real or legal reasons, we warrant even for delivered items which have not been produced by us according to these conditions.
| b) Other claims because of defects – especially with contractual or non-contractual compensation for damages – are not due to the customer.
c) Claims for compensation of the customer because of delay or impossibility are confined to the purchase price of the delayed or absent part of our delivery.
d) Claims for compensation of the customer which are caused by slight violation of our contractual or legal duties are excluded subject to c). 9. Terms of payment
a) Our claims are payable within 30 days after date of invoice without deduction, within 14 days deducting 2 per cent discount. If this date for of payment is not met, interest is charged to the amount of the valid bank gross rate for credits of the current place of performance, at least interest at the amount of 3 per cent above the current discount rate of Deutsche Bundesbank.
b) With export deliveries the customer has to pay all costs and taxes which are connected with the border-crossing trade, to advance the money and to take care of an early carrying out of all formalities.
c) For orders with a total value of more than EUR 25. 565,- has to be made within one month after the acceptance of the order an interest-free advance payment to the amount of a third of the total order value.
d) The acceptance of a bill or cheque occurs only for the sake of payment, all expenses to the account of the customer and without our obligation to use the rights regarding to bills and cheques. Our claim for ownership is remaining until the payment of the bill or cheque.
e) The set-off of the customer by other than by us indisputable or legally determined counterclaims requires our expressly written consent.
f) A right of retention of the customer is excluded for all possible cases. The customer can not assign claims which are due to him from the business relation with us.
g) If we revoke goods for reasons which are caused by the customer we are entitled to reimbursement of the lost profit, spent costs and an appropriate reduction in value.
h) If there are doubts regarding to the solvency of the customer, especially in the case of delay in making payments we can demand regardless of further claims for further deliveries advanced payments or securities or even revoke offered payment deadlines. In such a case we are even entitled to withdraw from the delivery contract without any duty of compensation with maintenance of our claims even from partial deliveries, if the customer does not pay securities within the limit of time. We reserve the right of ownership of all goods delivered by us until the payment of all our claims from the current and future business relation with the customer. The customer is entitled to dispose of the goods which are owned by us in a proper business routine as long as the customer meets his obligations from the business relation with us on time. 10. Reservation of title
Processing of our goods occurs for us as producer in the sense of § 950 Civil Code without any obligation for us. During the processing of goods with other goods we are due to the joint ownership of the new item in relation of the invoice value of our goods to the value of the other materials. If our ownership expires through the combination or intermixture of our goods with another item, the costumer even now assigns us his property right of the new item in the scope of the invoice value of our goods and holds it in custody for us free of charge. All demands from the sales of goods with our ownership rights the customer even now assigns to us in the scope of our ownership share of the sold goods as securities. At our request the customer has to give us in writing all necessary information about the stock of goods which are owned by us and about the claims assigned to us as well as to inform his consumers about the assignment. We are entitled at any time inform for ourselves the consumers of the costumer about the assignment. The customer has to inform us expressly in writing about an attachment or other impairments of our goods and/or our securities by third parties. If the value of the existing securities exceeds the secured claims by more than 25 per cent, we will release securities for our choice at the written demand of the customer. At our demand the customer is obliged to make all statements which are necessary for the collection and to provide us all documents of the claims. 11. Other agreements
a) The customer will neither reproduct nor let reproduct the purchased appliances. Spare parts for the purchased products and installations will be ordered by the customer – if the current conditions allow this – at us or one of our ABN service points.
b) We are entitled to process the customer’s data in the sense of Federal Data Protection Act with regard to the business relation or in combination with received data - whether these data come from the customer himself or from third parties.
c) For the conclusion and realization of this contract is exclusively valid the German Law. The place of performance for delivery and payment is Nittenau. Exclusive place of jurisdiction for all disputes which directly or indirectly arise from this contract is Regional Court Munich I, Chamber for commercial matters. If one the mentioned regulations should be
ineffective or invalid the validity of the remained regulations is not affected. In the way of interpretation such a regulation has to be searched which is effective and comes possibly close to the ineffective one. Nittenau, 25th June 2003
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