General Terms and Conditions of Sale and Deliveryof Schüco Polymer Technologies KG, Selauer Straße 155, 06667 Weißenfels
1. Scope:
3.2 Unless otherwise agreed or explicitly indicated
1.1 The following General Terms and Conditions of on the invoice, payments for delivered goods must
Sale and Delivery (hereinafter: ‘GTSD’) apply to the be made without deductions within 30 days of thehandling of all our deliveries of goods and to any invoice date, or with a 2 % discount for payment
related services to enterprises within the meaning within ten days of the invoice date. However, discountof Section 310 (1) of the German Civil Code (BGB). may only be deducted as long as there are no otherAny terms and conditions of the Customer that are outstanding invoices which are undisputed and due
at variance with our own GTSD require our explicit, for payment. The above provisions do not apply to
written consent to obtain effect. Our GTSD shall also costs for packaging, including returnable packaging.
apply if we are aware of GTSD used by the Customer These costs are payable immediately and withoutthat oppose or deviate from our own and execute deductions.
delivery to the Customer without making reservations 3.3 The Customer may not set-off counter-claimsin this respect.
unless they are undisputed, acknowledged by us, or
1.2 Our GTSD become an integral part of the contract established by a final court judgement. The Customer
at the latest when the delivery is accepted. In the case has a right to exercise a right of retention only if hisof permanent business relations, our GTSD also apply counter-claim derives from the same contractual
to future transactions even if they are not explicitly relationship.
referred to, but have been sent to the Customer with a 3.4 Cheques are accepted as conditional payments
previous order confirmed by us.
only.
1.3 For the delivery of glass, our supplementary Terms 3.5 We have the right to withdraw from a contract ifand Conditions of Sale and Delivery shall additionally it is evident after conclusion of the contract that ourapply to all deliveries of glass and panels. For surface contractual claims are jeopardised by an inability on
finishing of Schüco products purchased from Schüco, the part of the Customer to meet his obligations.
and for surface finishing of materials belonging to the
4. Deadlines for deliveries; delivery and default:
Customer which the Customer provides to Schüco
for finishing, and for other services associated with 4.1 Only delivery dates explicitly agreed in writing
product finishing (e.g. mechanical pre-treatment, foil are binding on us. Our written confirmation
application, anti-noise coating), our Supplementary of order is authoritative. Any subsequent
that
we
acceptshall
postpone
Terms and Conditions of Sale and Delivery for changes
agreeddeliverydates,
byareasonable
periodSurface Finishing and Associated Services shall apply
according
to
the
scope
of
changesdesired,toa later
additionally.
date unless we have reconfirmed in writing that the
1.4 The Technical Terms and Conditions included inoriginally agreed date will be met.
the product-specific Schüco catalogues known to
the Customer shall also apply to all the products and 4.2 In the event that a non-binding delivery date is
not met, the Customer may request us in writing
services we supply.
after two weeks to deliver within a reasonable period.
1.5 In these GTSDs, the term ‘claims to damages’
The aforementioned period shall be extended to four
also includes claims to compensation for expenses
weeks if the goods in question are produced according
incurred to no avail.
to Customer specifications.
2. Orders and subsequent modifications:
4.3 Compliance with delivery deadlines requires
2.1 All our offers are non-binding until a written timely receipt of all documents, required licences
confirmation of order has been issued.
and clearances to be provided by the Customer, as
2.2 Orders submitted by the Customer are binding. well as compliance with the agreed terms of payment
We may accept them within two weeks after receipt and other obligations on the part of the Customer. If
either in writing or by delivering the goods to the these preconditions are not met, the deadlines shall
Customer. If the order is submitted electronically and be extended by a reasonable amount; this rule shalla confirmation of receipt is issued, said confirmation not apply if we are responsible for the delay.
of receipt does not constitute a binding acceptance of 4.4 Compliance with a delivery date is conditional on
the order. The confirmation of order may be attached our own respective suppliers delivering properly andto the confirmation of receipt.
on time.
4.5 If the goods are not accepted on the agreed
3. Prices, terms of payment:delivery date, or are not accepted in a timely manner
3.1 Unless otherwise agreed, our prices are statedby the Customer, we may exercise our statutory rights.
in Euro for ex works delivery (according to Incoterms
If we demand compensation for damages, the amount2010) and do not include freight, customs duties,
shall be 10 % of the purchase price of the goods notimport taxes and charges or packaging. Our prices
accepted. The amount of calculated damages shall be
do not include value added tax, which is separately
raised or lowered if we can prove greater damages or
itemised on the invoice at the statutory rate applicable
the Customer can prove lesser damages.
on the invoice date.
Date: January 2016

4.6 We have the right to make partial deliveries
or provide partial performance if this is deemed
reasonable for the Customer.
4.7 When delivering the goods, we reserve the rightto reasonable deviations in weights, quantities anddimensions attributable to production processes. A
deviation of up to 10% in weights and quantities ispermitted.
4.8 Any costs for inspections and acceptanceprocedures shall be borne by the Customer.
4.9 If a delivery of goods includes software, theCustomer is granted a simple right of use in order to
use the unmodified software in combination with thegoods. Any transfer of the right of use to third parties
is only permitted in combination with the goods.
5. Return of goods:
5.1 If we take back the goods voluntarily, we charge ahandling fee equal to 20 % of the invoice amount. We
reserve the right to make further deductions for loss ofvalue of goods taken back voluntarily. The Customer
is at liberty to prove that the loss of value incurred byus as a result of taking back the goods is significantly
less than what we charge, or that no loss of value
was occurred. If transportation costs are incurred bytaking back goods, these costs shall be borne by the
Customer.
5.2 As a general principle, goods that are specially
produced or procured for the Customer will not betaken back.
6. Transfer of risk, dispatch:
6.1 Unless otherwise agreed, delivery terms are ‘exworks’ (in accordance with Incoterms 2010). Risk istransferred to the Customer when the goods leave ourplant, even when delivery is carriage free.
6.2 Unloading the delivery is the responsibility of the
Customer and must be carried out by the Customer
without delay. If the goods are unloaded by the driver,or the latter assists with unloading, this is entirely at
the risk and expense of the Customer.
7. Packaging; pallets:
7.1 The type of packaging used is determined at ourown discretion. Simple packaging such as boxes andcrates will be charged to the Customer at our currently
applicable packaging prices. In the case of deliveries
to foreign countries, the Customer shall arrange for
disposal of non-returnable packaging at his own
expense.
7.2 Europallets, returnable spools and other returnablecontainers and packaging shall initially be charged to
the Customer according to our currently applicable
packaging prices. In the case of carriage-free returnin reusable condition within six weeks after delivery,
they shall be credited at 100% of the amount charged.
7.3 Unless explicitly agreed otherwise, steel pallets forlong goods, returnable pallets and ancillary equipment,
returnable packaging and other transportationequipment – referred to collectively hereinafter astransportation aids – remain our property and are notfor sale. They must be treated with care, marked as ourproperty and may not be used for any purposes otherthan for storage of the delivered goods. We have theright to require surrender of the transportation aids at
any time. The Customer must make the transportation
aids available for collection on the date we specify.
If they are not surrendered promptly, or if they are
surrendered in a damaged condition for which theCustomer bears responsibility, we have the right tocharge the Customer the current market price for a
new transportation aid of the same design unlessthe Customer is able to prove that we incurred lessdamages. These amounts are payable immediately,
without deductions.
7.4 If any legal regulations require regular inspectionsof the steel pallets for long goods and/or of otherreturnable packaging, the Customer shall comply withthis obligation for the steel pallets and/or returnable
packaging in his possession.
8. Warranty rights:
8.1 The agreed quality and properties of the contractual
item to be warranted by us are derived exclusively
from the contractual agreements concluded with theCustomer. Specimens, statements in brochures orinformation derived from other advertising material
do not constitute guarantees of durability, properties
or quality within the meaning of Section 443 BGB.
Statements in the aforesaid documents are subject
to change and may contain errors. Images merely
bear a similarity to the goods delivered. References toengineering standards are made only for the purposeof describing the product and may not be interpreted
as a guarantee of quality or properties. We reserve
the right to modify designs, the choice and style ofmaterials and profiles, and to make any other changes
arising from technological advances, at any time andwithin reasonable limits, even without prior notice.
8.2 If the term ‘guarantee’ is used by us in any
documents, specifically in catalogues, brochures anddata sheets, then said guarantee is an independent
warranty that is unrelated to statutory warranty rights.
8.3 Consultancy services are secondary services
provided at no charge under no obligation on our part,
unless a separate additional order is placed for themand a charge is made.
8.4 Immediately after receiving the goods, theCustomer shall inspect them for any damage intransit, for completeness and for any defects. Damage
in transit, defects, incorrect deliveries, short deliveries
and deviations from the delivery note or invoice must
be notified to us immediately and in writing withinseven days at the most, otherwise the consignment
shall be deemed approved. For the rest, Section 377
of the German Commercial Code (HBG) shall apply.
8.5 If there is already a defect in the delivery whenrisk passes to the Customer, we are obligated to
remedy the defect or to supply a replacement, at ourown discretion. This option does not exist in the casedefined in Section 478 (4) BGB, according to which
Date: January 2016

the Customer may demand remedy of defect orreplacement delivery at his own discretion. If we areto remedy the defect, the Customer must grant us areasonable amount of time and sufficient opportunity
to do so.
8.6 Claims by the Customers in respect of expenses
necessitated by remedy, in particular transport, travel,labour and material expenses, shall not be accepted if
the increase in expenses is because the delivery item
was subsequently brought to a place other than the
Customer’s place of business, unless such delivery
accords with the normal use of the delivery item.
8.7 Warranty claims become statute-barred one year
after delivery. Warranty claims based on a defect inan object that has been used for building constructionin accordance with the normal use of such object andwhich has caused the defectiveness of such a building
become statute-barred four years after delivery. This
does not apply in the case of personal injury to life,
body or health that occurs through our fault, or in
the case of a negligent or wilful breach of obligations
on our part, or if we have provided a guarantee orassumed the risks relating to procurement, or in acase of malicious non-disclosure of a defect, or incases as defined in Section 479 (1) BGB. The statutory
periods of limitation shall apply in these cases.
8.8 For the rest, the statutory warranty rights shallapply. Claims to damages by the Customer due to a
defect are governed exclusively by Section 9 of these
GTSD.
9. Claims for damages:
9.1 We bear liability in accordance with the statutory
provisions if the Customer claims damages caused bywilful action or gross negligence on our part.
9.2 In the case of negligent breach of a material
obligation, we bear liability according to the statutory
provisions. Material contractual obligations are thosewhich must be fulfilled for proper fulfilment of thecontract and which the Customer may generally rely
upon as being complied with. In such cases, claims todamages are limited to foreseeable, typical damage.
However, typically occurring damages shall not
exceed € 500,000 in any individual case.
9.3 Unless specified otherwise above, claims todamages by the Customer, regardless of their legal
basis, shall be excluded.
9.4 The above limitations of liability do not apply if
our liability is mandatory under the Product Liability
Act, or in the case of personal injury to life, body orhealth, or if claims to damages are asserted against
us due to the lack of a guaranteed property or quality,
or in the case of malicious non-disclosure of a defect.
If a guaranteed property or quality is absent, we bear
liability only for such damages as are covered by theguarantee.
9.5 If our liability is excluded or limited, the same
exclusion or limitation of liability shall also apply to
our employees, representatives and vicarious agentsif they are sued directly by the Customer.

10. Retention of title:
10.1 We reserve ownership of the goods until receipt
of all payments accruing from the business relationshipwith the Customer. If the Customer commits a breachof contract, in particular if he defaults on payment, weare entitled to take back the goods after withdrawing
from the contract. We have the right to inspect thereserved title goods at any time at the place they
are located. If we assert our claim to surrender ofthe goods after withdrawing from the contract, theCustomer hereby grants us irrevocable permission
to take back goods in our ownership, regardless ofwhether they have been processed or not, and toenter the premises where the goods are located inorder to do so. If we take back and levy execution
on the goods, this constitutes withdrawal from thecontract, regardless of whether claims to damages
are asserted. After withdrawing from the contract, weare authorised to sell the goods; the proceeds of saleshall be credited, minus a reasonable amount of sale
expense, against the amounts owed by the Customer.
10.2 The Customer shall handle the goods with care;in particular, he shall insure them adequately, at his
own expense and for the value when new, against fire,
water and theft. If maintenance and inspection work
is required, the Customer must carry out such work at
his own expense and in due time.
10.3 The Customer must inform us immediately andin writing of any levies of execution or other seizures
by third parties so that we can lodge an action under
Section 771 of the German Code of Civil Procedure(ZPO). The Customer shall enclose a copy of thebailiff‘s return in the event of any levies of execution.
If the third party is unable to reimburse us the judicial
and extra-judicial costs for lodging such an action
under Section 777 ZPO, the Customer shall be liable
for any losses that we incur in this respect.
10.4 The Customer has the right to resell the goodsin the normal course of business; however, this rightis forfeited if the Customer defaults on payment. The
Customer hereby assigns to us all his receivables tothe amount of the final invoice amount (including value
added tax) which accrue to him against his customer
or third parties from resale of the reserved title goods,
regardless of whether the goods were processed prior
to resale. However, if there are other suppliers besides
ourselves who retain their co-ownership of the resold
delivery item, the Customer hereby assigns his
receivables from resale according to the ratio between
the invoice amount of our own deliveries (including
value added tax) and the total invoice value of deliveries
made by the other suppliers retaining ownership. This
assignment is made to secure all our present andfuture receivables from the business relationship with
the Customer. Despite this assignment, the Customer
remains authorised to collect this receivable fromhis own customer, in which case he is acting as ourtrustee. The above is without prejudice to our right tocollect the receivable ourselves. However, we agree
not to collect the receivable as long as the Customer
Date: January 2016

meets his obligations to pay from the proceeds of sale,is not in arrears and, in particular, has not applied forbankruptcy or composition or insolvency proceedings
to be opened, and has not ceased to render payment.
However, if any of the latter cases arises, we may
require that the Customer: notify us of the assigned
receivables and the respective debtors; provide alldetails needed to collect the receivables; surrender
the relevant documents and inform the debtors (third
parties) of the assignment.
10.5 Any processing or transformation of the goods
by the Customer is always done on our behalf as
manufacturer. If the goods are processed withother items that do not belong to us, we acquireco-ownership of the new object in proportion to thevalue of our goods (final invoice amount, including
value added tax) relative to the value of the otherprocessed items at the time of processing. The object
that results from processing is governed by the sameprovisions and conditions as for the goods suppliedwith retention of title.
10.6 If the goods are inseparably mixed with otheritems that do not belong to us, we acquire coownership of the new object in proportion to thevalue of the goods (final invoice amount, including
value added tax) relative to the other mixed items at
the time of mixing. If mixing results in the object of
the Customer or a third party being considered themain component, then it is deemed that the Customertransfers proportional co-ownership in the new object
to us. The Customer shall keep our solely owned or
co-owned property on our behalf.
10.7 The Customer also assigns to us, as security forthe amounts he owes to us, the receivables that ensue
from third parties by combining the goods with real
property.
10.8 In the case of goods that the Customer must
install as a significant element in a third-party’s
building, under a contract for work and services, theCustomer hereby assigns to us his right under thelaw of obligations to have a lien registered in the land
title register to the value of the goods (final invoice
amount, including value added tax) in the land title
register.
10.9 At the request of the Customer, we shall releasecollateral accruing to us to the extent that the value thatcan be realised with our collateral exceeds by morethan 10% the debts being secured; we may decide atour own discretion which collateral to release.

11.2 If we produce tools or arrange to have themproduced for orders of the Customer and charge
the incurred costs proportionally to the Customer,
ownership of said tools and their accessories does
not pass to the Customer, nor is the Customer entitledto their surrender. In particular, the tools shall not bedelivered to the Customer. In terms of value added
tax, payment of tooling costs is for miscellaneous
services.
11.3 With the exception of monetary claims, therights of the Customer deriving from the contract are
non-transferrable.
11.4 We have the right to communicate data obtained
from the Customer on the basis of the business
relationship to a credit insurance agency for the
purpose of taking out credit insurance.
12. Place of performance and place of jurisdiction:
12.1 For our deliveries, the place of performance isthe place defined in our confirmation of order and the
Incoterm used therein (according to Incoterms 2010).
In that case, the place of performance is the sameas the place of delivery as defined in the respective
Incoterm (according to Incoterms 2010). If no place ofperformance is specified in the confirmation of order,
delivery is ex works (according to Incoterms 2010)
and the place of performance for all other obligations
arising from the supply relationship is our registeredbusiness address, unless our confirmation of orderstates otherwise.
12.2 For all disputes arising from this contract
Bielefeld, Germany shall be the sole place ofjurisdiction. However, we also have the right to sue atthe domicile of the Customer.
13. Governing law:
In addition to the terms of contract, the legal
relations between domestic parties are also governed
exclusively by the laws of the Federal Republic of
Germany, under exclusion of the UN Conventions on
Contracts for the International Sale of Goods (CISG).

11. Miscellaneous provisions:11.1 We reserve all ownership rights, patent rights,
design rights and copyright in respect of images,
drawings, designs, constructions, cost estimates andother documents. This applies also to any documents
designated ‘confidential’. Our express written consent
is required before such documents may be disclosed
to third parties. The Customer expressly acknowledges
all intellectual property rights accruing to us.
Date: January 2016