General Conditions of Sale and Deliveryof Schüco® International KG, Karolinenstraße 1 - 15, D-33609 Bielefeld
1. Scope:
1.1 The following General Terms and Conditions of Sale and Delivery(hereinafter: ‘GTSD’) apply to the handling of all our deliveries of goods andto any related services to enterprises within the meaning of Section 310 (1)of the German Civil Code (BGB). Any terms and conditions of the Customerthat are at variance with our own GTSD require our explicit, written consent
to obtain effect. Our GTSD shall also apply if we are aware of GTSD used by
the Customer that oppose or deviate from our own and execute delivery to theCustomer without making reservations in this respect.
1.2 Our GTSD become an integral part of the contract at the latest when thedelivery is accepted. In the case of permanent business relations, our GTSD
also apply to future transactions even if they are not explicitly referred to, buthave been sent to the Customer with a previous order confirmed by us.
1.3 For the delivery of glass, our supplementary Terms and Conditions ofSale and Delivery shall additionally apply to all deliveries of glass and panels.
For surface finishing of Schüco products purchased from Schüco, and forsurface finishing of materials belonging to the Customer which the Customer
provides to Schüco for finishing, and for other services associated with productfinishing (e.g. mechanical pre-treatment, foil application, anti-noise coating),
our Supplementary Terms and Conditions of Sale and Delivery for Surface
Finishing and Associated Services shall apply additionally.
1.4 The Technical Terms and Conditions included in the product-specific
Schüco catalogues known to the Customer shall also apply to all the products
and services we supply.
1.5 In these GTSDs, the term ‘claims to damages’ also includes claims tocompensation for expenses incurred to no avail.
2. Orders and subsequent modifications:
2.1 All our offers are non-binding until a written confirmation of order has been
issued.
2.2 Orders submitted by the Customer are binding. We may accept themwithin two weeks after receipt either in writing or by delivering the goods to theCustomer. If the order is submitted electronically and a confirmation of receipt
is issued, said confirmation of receipt does not constitute a binding acceptanceof the order. The confirmation of order may be attached to the confirmationof receipt.
3. Prices, terms of payment:
3.1 Unless otherwise agreed, our prices are stated in Euro for ex works delivery(according to Incoterms 2010) and do not include freight, customs duties,
import taxes and charges or packaging. Our prices do not include value added
tax, which is separately itemised on the invoice at the statutory rate applicableon the invoice date.
3.2 Unless otherwise agreed or explicitly indicated on the invoice, payments
for delivered goods must be made without deductions within 30 days of theinvoice date, or with a 2% discount for payment within ten days of the invoicedate. However, discount may only be deducted as long as there are no otheroutstanding invoices which are undisputed and due for payment. The above
provisions do not apply to costs for packaging, including returnable packaging.
These costs are payable immediately and without deductions.
3.3 The Customer may not set-off counter-claims unless they are undisputed,
acknowledged by us, or established by a final court judgement. The Customer
has a right to exercise a right of retention only if his counter-claim derives fromthe same contractual relationship.
3.4 Cheques are accepted as conditional payments only.
3.5 We have the right to withdraw from a contract if it is evident after conclusionof the contract that our contractual claims are jeopardised by an inability on thepart of the Customer to meet his obligations.
4. Deadlines for deliveries; delivery and default:
4.1. Only delivery dates explicitly agreed in writing are binding on us. Our
written confirmation of order is authoritative. Any subsequent changes that we
accept shall postpone agreed delivery dates, by a reasonable period according
to the scope of changes desired, to a later date unless we have reconfirmed inwriting that the originally agreed date will be met.
4.2 In the event that a non-binding delivery date is not met, the Customer may
request us in writing after two weeks to deliver within a reasonable period. The
aforementioned period shall be extended to four weeks if the goods in question
are produced according to Customer specifications.
4.3 Compliance with delivery deadlines requires timely receipt of all documents,
required licences and clearances to be provided by the Customer, as well ascompliance with the agreed terms of payment and other obligations on the partof the Customer. If these preconditions are not met, the deadlines shall be
extended by a reasonable amount; this rule shall not apply if we are responsible
for the delay.
4.4 Compliance with a delivery date is conditional on our own respective
suppliers delivering properly and on time.
4.5 If the goods are not accepted on the agreed delivery date, or are notaccepted in a timely manner by the Customer, we may exercise our statutory
rights. If we demand compensation for damages, the amount shall be 10 %of the purchase price of the goods not accepted. The amount of calculated
damages shall be raised or lowered if we can prove greater damages or the
Customer can prove lesser damages.
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 right to reasonable deviations
in weights, quantities and dimensions attributable to production processes. A
deviation of up to 10 % in weights and quantities is permitted.
4.8 Any costs for inspections and acceptance procedures shall be borne by
the Customer.
4.9 If a delivery of goods includes software, the Customer 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.

plant, 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 thedriver, or the latter assists with unloading, this is entirely at the risk and expenseof the Customer.
7. Packaging; pallets:
7.1 The type of packaging used is determined at our own discretion. Simple
packaging such as boxes and crates will be charged to the Customer at ourcurrently applicable packaging prices. In the case of deliveries to foreigncountries, the Customer shall arrange for disposal of non-returnable packaging
at his own expense.
7.2 Europallets, returnable spools and other returnable containers andpackaging shall initially be charged to the Customer according to our currently
applicable packaging prices. In the case of carriage-free return in reusablecondition within six weeks after delivery, they shall be credited at 100% of theamount charged.
7.3 Unless explicitly agreed otherwise, steel pallets for long goods, returnable
pallets and ancillary equipment, returnable packaging and other transportationequipment – referred to collectively hereinafter as transportation aids – remain
our property and are not for sale. They must be treated with care, marked as
our property and may not be used for any purposes other than for storage ofthe delivered goods. We have the right 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 the Customer bears
responsibility, we have the right to charge the Customer the current market
price for a new transportation aid of the same design unless the Customer
is able to prove that we incurred less damages. These amounts are payable
immediately, without deductions.
7.4 If any legal regulations require regular inspections of the steel pallets forlong goods and/or of other returnable packaging, the Customer shall comply
with this 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
the Customer. Specimens, statements in brochures or information derived fromother 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 beara similarity to the goods delivered. References to engineering standards are
made only for the purpose of 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 of materials and profiles, and to make any other changes
arising from technological advances, at any time and within reasonable limits,even without prior notice.
8.2 If the term ‘guarantee’ is used by us in any documents, specifically incatalogues, brochures and data 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, the Customer shall inspect them forany damage in transit, 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 within sevendays 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 when risk passes to the Customer,
we are obligated to remedy the defect or to supply a replacement, at our own
discretion. This option does not exist in the case defined in Section 478 (4)BGB, according to which the Customer may demand remedy of defect orreplacement delivery at his own discretion. If we are to remedy the defect, theCustomer must grant us a reasonable amount of time and sufficient opportunity
to do so.
8.6 Claims by the Customers in respect of expenses necessitated by remedy, inparticular 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 suchdelivery 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 in an object that has been used for building
construction in accordance with the normal use of such object and which 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 orhealth that occurs through our fault, or in the case of a negligent or wilful breachof obligations on our part, or if we have provided a guarantee or assumed therisks relating to procurement, or in a case of malicious non-disclosure of adefect, or in cases as defined in Section 479 (1) BGB. The statutory periods oflimitation shall apply in these cases.
8.8 For the rest, the statutory warranty rights shall apply. Claims to damages by
the Customer due to a defect are governed exclusively by Section 9 of these
GTSD.

5. Return of goods:
5.1 If we take back the goods voluntarily, we charge a handling fee equal to
20 % of the invoice amount. We reserve the right to make further deductions
for loss of value of goods taken back voluntarily. The Customer is at liberty toprove that the loss of value incurred by us 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 by taking back goods, these costs shall beborne by the Customer.
5.2 As a general principle, goods that are specially produced or procured for the
Customer will not be taken back.

9. Claims for damages:
9.1 We bear liability in accordance with the statutory provisions if the Customer
claims damages caused by wilful 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 arethose which must be fulfilled for proper fulfilment of the contract and which
the Customer may generally rely upon as being complied with. In such cases,
claims to damages 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 to damages 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, bodyor health, or if claims to damages are asserted against us due to the lack of aguaranteed property or quality, or in the case of malicious non-disclosure of adefect. If a guaranteed property or quality is absent, we bear liability only forsuch damages as are covered by the guarantee.
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.

6. Transfer of risk, dispatch:
6.1. Unless otherwise agreed, delivery terms are ‘ex works’ (in accordance with
Incoterms 2010). Risk is transferred to the Customer when the goods leave our

10. Retention of title:
10.1 We reserve ownership of the goods until receipt of all payments accruing
from the business relationship with the Customer. If the Customer commits abreach of contract, in particular if he defaults on payment, we are entitled totake back the goods after withdrawing from the contract. We have the rightto inspect the reserved title goods at any time at the place they are located.
If we assert our claim to surrender of the goods after withdrawing from thecontract, the Customer hereby grants us irrevocable permission to take backgoods in our ownership, regardless of whether they have been processed ornot, and to enter the premises where the goods are located in order to do so.
If we take back and levy execution on the goods, this constitutes withdrawal
from the contract, regardless of whether claims to damages are asserted.
After withdrawing from the contract, we are authorised to sell the goods; theproceeds of sale shall 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 shallinsure them adequately, at his own expense and for the value when new,against fire, water and theft. If maintenance and inspection work is required, theCustomer must carry out such work at his own expense and in due time.
10.3 The Customer must inform us immediately and in writing of any levies ofexecution 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 shallenclose a copy of the bailiff‘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 forany losses that we incur in this respect.
10.4. The Customer has the right to resell the goods in the normal course ofbusiness; however, this right is forfeited if the Customer defaults on payment.
The Customer hereby assigns to us all his receivables to the 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 ofwhether the goods were processed prior to resale. However, if there are othersuppliers 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 receivablefrom his own customer, in which case he is acting as our trustee. The above
is without prejudice to our right to collect the receivable ourselves. However,
we agree not to collect the receivable as long as the Customer meets his
obligations to pay from the proceeds of sale, is not in arrears and, in particular,
has not applied for bankruptcy or composition or insolvency proceedings to
be opened, and has not ceased to render payment. However, if any of thelatter cases arises, we may require that the Customer: notify us of the assigned
receivables and the respective debtors; provide all details needed to collect thereceivables; 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 with otheritems that do not belong to us, we acquire co-ownership of the new object
in proportion to the value of our goods (final invoice amount, including value
added tax) relative to the value of the other processed items at the time ofprocessing. The object that results from processing is governed by the sameprovisions and conditions as for the goods supplied with retention of title.
10.6 If the goods are inseparably mixed with other items that do not belong tous, we acquire co-ownership of the new object in proportion to the value of thegoods (final invoice amount, including value added tax) relative to the othermixed items at the time of mixing. If mixing results in the object of the Customer
or a third party being considered the main component, then it is deemed that
the Customer transfers 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 for the 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 the law of obligations to have alien 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 release collateral accruing to us
to the extent that the value that can be realised with our collateral exceeds bymore than 10% the debts being secured; we may decide at our own discretion
which collateral to release.
11. Miscellaneous provisions:11.1 We reserve all ownership rights, patent rights, design rights and copyrightin respect of images, drawings, designs, constructions, cost estimates and otherdocuments. 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.
11.2 If we produce tools or arrange to have them produced 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 entitled to their surrender. In particular, the tools shall not
be delivered to the Customer. In terms of value added tax, payment of toolingcosts is for miscellaneous services.
11.3 With the exception of monetary claims, the rights of the Customer derivingfrom 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 is the place defined in ourconfirmation of order and the Incoterm used therein (according to Incoterms
2010). In that case, the place of performance is the same as the place ofdelivery as defined in the respective Incoterm (according to Incoterms 2010).
If no place of performance is specified in the confirmation of order, delivery is
ex works (according to Incoterms 2010) and the place of performance for allother obligations arising from the supply relationship is our registered businessaddress, unless our confirmation of order states otherwise.
12.2 Our registered business address is the sole place of jurisdiction for any
disputes arising from the contractual relationship. However, we also have theright to sue at the 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 Saleof Goods (CISG).

Status: April 2011