(March 2009)

1. General and Governing Law

(Please approve at the end of the document to continue entering our shop)

These business conditions in their current version, which is the one ruling, are superimposed in a separate introducing shop-window, when business relations are established between the Purchaser and us (Supplier) for the first time and before the Purchaser orders goods.

For this the Purchaser or potential customer has to confirm the knowledge of our current conditions of sale, whilst they can be downloaded or printed for the Purchaser’s matters. A current version of our general terms and conditions can be accessed at http://www.industriehof.com/agb.php for notice, download or print purposes. In this way the Purchaser accepts that these conditions of sale are included and basis in and for every contract.

The Supplier's Conditions of Sale shall also apply to all present and future business conducted with the Purchaser within the scope of supply in the E-Commerce, also if not referred to explicitly. Conditions of the Purchaser which deviate from or contradict to the Supplier's Conditions of Sale will not become part of the contract.

All relations arising out of the contract, especially for the incorporation into and provision of these conditions of sale, shall be governed by German law not including the United Nations Convention on Contracts for the International Sale of Goods (CISG), the German International Private Law as well as other international trade laws.

2. Conclusion of a Contract

The online representation of our range of supply does not claim to be a binding offer. Prices shall remain non-binding, the value-added tax payable under the applicable law at the current rate, relevant is the valid price and value-added tax on the day of invoice despatched.

Where the order qualifies an offer it is compulsory. An order is placed via Email by means of the online form supplied.

Reception of the order is confirmed by an acknowledgement towards the Purchaser. This acknowledgement represents the detailed content of the order, in so far as the Purchaser does not give notice in any way by return.

Acceptance remains reserved to the Supplier. The Confirmation of Order is processed via Email or in writing by the Supplier.

This Confirmation of Order includes the committing and detailed content of the order, unless the Purchaser gives notice of deviations regarding this order within 48 hours/by return via Email or in writing. In this case the remaining parameters of the order stay valid and binding, while we confirm the corrected version via Email as Confirmation of Order towards the Purchaser.

The order of the Purchaser, our Confirmation of Order as well as other correspondence placed via Email are recorded electronically by us and eventually printed. We recommend the Purchaser to proceed in the same way. The Purchaser accepts the electronically recorded notations and printings as conclusive for contractual realisation and as the content of the business relation. Not withstanding the forgoing, the burden of proof concerning the realisation of the contract with any other content according to the electronically recorded notifications and printings documented, lies with the Purchaser.

3. Costs of cancellation

If the Purchaser terminates the contract without valid reason, the Supplier shall be entitled to charge 10% of the sale’s price (net) for the intermittent processing and loss of profit and reserves the right, to claim higher damage incurred. The Purchaser is entitled to provide evidence to the Supplier to the effect that the Supplier has incurred substantially smaller damage.

4. Delivery

The goods shall be transported at the sole risk and expense of the Purchaser. The mode of shipping remains to the Supplier’s choice. Special arrangements required by the Purchaser concerning the shipping mode will be considered if possible, while any extra expenses caused by this modification are billed on cost of the Purchaser.

The indicated date of delivery, determined by the Supplier, will be observed as far as possible, they remain non-binding though. If non-observance of the time for delivery is due to force majeure such as industrial action, e.g. strike or lockout or similar unforeseen events, like interruption of work or delay in delivery of sub-supplied materials and goods, time shall be extended accordingly and is not regarded as delay. After a delay of six weeks the Purchaser has the right to set a reasonable grace period. In case the Supplier comes in default, the Purchaser can terminate the contract after this grace period. A recovery of any damages which the Purchaser might have suffered is only provided with prove of intention and gross negligence.

5. Acceptance

If the Purchaser does not accept the sales products for more than 14 days, the Supplier can terminate the contract and claim compensation caused by non-performance. A grace period is needless, if the Purchaser refuses to accept the items definitely or is unable to provide payment, due to insolvency.

Not withstanding, the right to claim higher compensation for actual damage incurred, the Supplier can charge 10 % of the sale’s price (net) for the intermittent processing and the loss of profit, the liabilities and the packaging and shipping rates for supply and return will be billed on cost of the Purchaser only.

6. Terms of Payment

The invoice shall be due for payment net (without deductions) within 30 days from date of invoice in EUR. In case of payment within 10 days from date of invoice the Supplier grants 2 % discount. Relevant for these time limits is the respective date of receipt of payments onto our account.

The cheque/bill of exchange payments are valid after irrevocable payment. The payment by bill of exchange always requires an exceptional agreement in writing with the Supplier. Payment by bill of exchange evokes debit with expenses on discount and redemption charges according to the actual bank rates, which are to be paid immediately in cash. Bill of exchange procedures don’t provide any discount rates.

Payments will be offset against claims arising from previous bills and against any costs and interest. Any deviating terms of payment by the Purchaser are ineffective.

Should the Purchaser go into default payment, the Supplier shall be entitled to charge late-payment interest of 5% p.a. above the basic interest rate of the European Central Bank.

The Purchaser shall only be entitled to set off amounts if his counter-claims are upheld unchallenged or are legally recognised. In addition he is only permitted to exercise a retaining lien as long as his counter-claim is based on the same contract.

7. Warranty

The Purchaser agrees to check the goods at delivery. Any visible defects are to be notified in detail on the bill of delivery. Any complaints with respect to a fault have to be communicated to the Supplier in writing or via Email eight days upon delivery of such faults being noticed, otherwise they cannot be considered. If no notice occurs, the goods are regarded as accepted.

Goods that have been objected to, may only be sent back with the Supplier’s explicit agreement.

For justified complaints within a period of six months the Supplier can either grant a discount, remedy the defect, replace them, take them back or exchange the goods for the sales price. Wear is excluded in any case from this warranty. As to subsequent claims and rights the Supplier is only responsible for cases of intention or gross negligence. This also applies to the right of compensation due to damages claimed for other legitimating reasons, especially concerning unlawful act and product liability, except the damage was caused by intention or gross negligence on the part of the Supplier or his vicarious agent.

8. Retention of Title

The items of Supplies shall remain the property of the Supplier until each and every claim against the Purchaser to which the Supplier is entitled under this business relationship has been duly satisfied.

In cases of fundamental non-performance of contractual obligations by the Purchaser, especially a delay in payment, the Supplier shall be entitled to take back the goods following a demand for payment and the Purchaser is committed to surrender possession.

The assertion of the retention of title or the seizure of the delivered goods by the Supplier does not mean termination of the contract except if expressly stated by the Supplier in writing.

The Purchaser is entitled to resale delivered goods in the ordinary course of business, he assigns all claims to the amount of the sales price (including) value-added tax agreed between both parties that accrue from reselling, regardless whether the delivered goods have been processed any further or not for resale. The Purchaser is entitled to receipt these claims after their assignment. The Supplier’s right to enforce these claims himself remain unaffected by this, though he agrees not to receipt these claims as long as the Purchaser meets his payments and no default in payment occurs, i.e. no delayed payment occurs. In case of default the Supplier can demand that the Purchaser gives notice of the transferred claims assigned and respective debtors, and discloses all relevant information and hands over all respective documents for receipt, while informing the debtors (third parties) concerning this assignment.

Any processing or modification of the goods done by the Purchaser is carried out on behalf of the Supplier, excluding the title to property as provided in § 950 BGB, without obligating the Supplier. If the goods are combined with tools/materials which do not derive the Supplier’s scope of supply, the Supplier acquires co-ownership of the new products in relation to the value of the delivered goods prior to their combination with the respective material.

Combining the delivered goods with material not belonging to the Supplier’s scope of delivery to an inseparable product, the Supplier gains co-ownership for the new goods in relation to the value of the delivered goods with the other prior to their combination. The Purchaser holds the joint-ownership for the Supplier in safe custody.

The Purchaser is prohibited from giving the delivered items in pledge or as security. In case of seizure or other acts or interventions by third parties, the Supplier shall be immediately informed thereof in writing by the Purchaser and all information and documents for safeguarding the Supplier’s interests are to be placed at disposal. Executory officers and third parties are to be informed concerning the Supplier’s title of property.

On demand of the Purchaser, the Supplier agrees to release the legitimate securities in so far, as their value exceeds the claims to be secured by more than 20%, as far as these are not yet settled.

9. Place of performance and jurisdiction

The place of performance and jurisdiction, resulting from business relations, including cheques and bills of exchange, shall be the Supplier’s location. The place of jurisdiction is Burgwedel. This also applies to court proceedings for order to pay debt.

10. Miscellaneous

In case of special orders deviating quantity of delivery in a range of 10 % have to be accepted by the Purchaser.

Any transfer of contractual rights and obligations shall only be affective if the Supplier has expressly agreed their validity in writing.

Should any individual provision be or become void, the validity of the remaining provisions hereof shall in no way be affected.