General terms and conditions

§1 Applicability of the terms

•  The deliveries, services and offers by MSL are exclusively based on these Terms of Delivery and Payment. An objection is hereby expressly made to any counter-statements of the customer with reference to its own terms of business or purchase.

•  Deviations from these Terms are only valid if they are confirmed by MSL in writing.

§2 Subject matter of the agreement

1. Offers by MSL are subject to change and non-binding.

2. To be legally valid, any acceptance statements and all orders of the customer require the written confirmation of MSL. This also applies to supplements, changes or ancillary agreements.

•  The sales associates of MSL are not authorised to make verbal ancillary agreements and to make verbal promises which go beyond the scope of this written agreement.

§3 Prices

1. All price information from MSL is in euros. The statutory VAT is not included in the prices. It is added in the amount allowed by law and indicated separately.

2. The prices indicated by MSL in the order confirmation are authoritative. These prices only apply to ordered goods and/or services which are delivered or performed within 4 months after conclusion of an agreement. The following paragraphs (3) to (5) apply to an increase in prices for goods and/or services which are to be supplied later than 4 months after conclusion of the agreement.

3. If the compensation and/or material costs increase in accordance with paragraph (2), clause 3, including the costs of any input stock, MSL may raise the price according to these cost increases to a reasonable extent, max. to the amount of the list prices valid on the date of shipment which already contain this price increase.

4. If the price increase exceeds the Cost of living index, the customer is entitled to withdraw from the agreement regardless of paragraph (5) below.

5. Paragraphs (3) and (4) do not apply if the agreement involves special products. If fees and/or material costs including the costs of any input stock increase in terms of the special products after conclusion of an agreement according to paragraph (2) clause 2, MSL is entitled to increase the price according to these increases in fees and/or material costs by its own best judgment.

6. MSL is entitled to raise prices when they are based on requests for changes made by the customer which are received by MSL after the agreement goes into effect. Additional deliveries and services by MSL shall also be billed separately. MSL is also authorised to correct any obvious calculation errors. Price increases and adjustments are not considered price increases in terms of paragraphs (3) to (5).

§4 Delivery

1. Delivery is ex-works.

2. The risk is transferred to the customer as soon as the shipment is handed over to the person handling the transport or has left the MSL warehouse for the purpose of shipping, even if delivery has been agreed upon.

3. Delivery free construction site/free warehouse means shipping without unloading. Here access to the unloading site with a heavy long vehicle requires good, drivable road conditions. The customer is responsible for unloading. If this does not occur immediately after receipt, the costs for waiting periods shall be borne by the customer.

§5 Delivery dates

1. Delivery dates are non-binding unless otherwise expressly stipulated in writing.

2. Disruptions of the business of MSL or its vendor suppliers which are beyond the control of MSL or its vendor suppliers, particularly items beyond their control such as work stoppages, lock-outs or other instances of force majeure entitle MSL to postpone a delivery or service for the duration of the disruption plus a reasonable catch-up time or to withdraw from the agreement in full or in part due to the non-performed part of the agreement.

3. If the disruption lasts longer than 3 months, the customer is entitled to withdraw from the agreement due to the non-performed parts of the agreement after setting a reasonable period to remedy the situation. If the delivery time is extended or MSL is released from its obligations, the customer cannot derive any damage claims from this.

4. If MSL is responsible for not meeting contractually stipulated time periods and deadlines or is in arrears, the customer is entitled to compensation for the delay in the amount of one half of a percent for each full week of the delay, in total however up to 5% of the invoice value of the deliveries and services in question before the delay. Any claims which go beyond this scope are precluded unless the delay is at leased based on gross negligence by MSL.

§6 Payment

1. If no other agreement has been made, the invoices from MSL are due 30 days after issue.

2. Any stipulated discounts require that the customer's account not have any due invoices. A discount can only be paid for the value of the item without freight and other incidental costs. Discount payments for partial payments are precluded.

3. Settlement of the invoice by check or bill of exchange are on account of payment and require the authorisation of MSL. Discount, bill of exchange and check fees shall be assumed by the customer.

4. If the customer is in arrears of payment, MSL can require interest on arrears in the amount of 7.68% p.a. The aforementioned settlement is understood in commercial transactions as being the time when the customer exceeds the payment date of 30 days after the invoice date.

5. We are not obligated to provide any further deliveries from any ongoing agreement until all due invoices are paid including interest on arrears. If the orderer or buyer is in arrears with the payment of an invoice, all of his debts become immediately due and we can request payment in cash before shipment of goods for pending deliveries if the term of payment is discontinued. This also applies for failure to honour bills of exchange or checks, discontinued payment, declaration of bankruptcy or creditor protection by the orderer. A processing fee of 5.00 euro is charged for each written late payment notice.

6. If MSL becomes aware of circumstances which put the creditworthiness of the customer into question, particularly payment arrears, a protest involving failure to honour a check or bill of exchange, MSL is entitled to call the entire remaining debt due, even if it has accepted checks. In this case, MSL is also entitled to require advance payments or security payments.

7. Any offsetting by the customer precluded unless his claim is not disputed, deemed to be legally valid or ready for a decision.

§7 Retention of ownership

1. The supplied goods remain the property of MSL until complete payment of all claims resulting from the business relationship and resulting from pending claims in conjunction with the object of the purchase as a conditional commodity.

2. Processing or transformation is also for MSL as the manufacturer but without an obligation for it. If the item is processed with other objects not belonging to MSL, MSL acquires co-ownership to the new item in a ratio of the value of the goods to the other processed items at the time of processing.

3. The customer must keep the items with retention of ownership and in co-ownership with MSL at no charge and handle them with care. For the duration of the retention of ownership period, any changes in ownership and residence as well as the destruction, damage and the interventions of third parties, particularly pledges must be reported to MSL immediately. For pledges, the pledge listing must be pledged.

4. The customer is to transfer its claims from the further sale or the conditional commodity right at that time as a security to MSL in the amount which corresponds to the value of the conditional commodity. The value of the conditional commodity in terms of these provisions is the invoice value of MSL plus a security supplement of 20%.

5. The customer is entitled and authorised to resell the conditional commodity only with the provision that the purchase price claims, work compensation claims or other compensation claims are transferred to MSL according to item (4). Pledges or security transfers are not permissible.

6. MSL irrevocably authorizes the customer to collect the claims assigned to MSL for its account and on its own behalf. This authorisation for collection can only be revoked if the customer does not meet its payment conditions.

7. In the event of interventions of third parties for the conditional commodity, the customer shall indicate that the items are the property of MSL and inform MSL immediately.

8 MSL is obligated to release the securities to which it is entitled upon request of the customer to the extent that the value of its securities exceeds the claims to be secured by more than 20%.

9. Payments which are made in exchange for payment of a bill of exchange issued by us and accepted by you are only considered made if the bill of exchanged gas been cashed by you and we are released from liability resulting from the bill of exchange so that the stipulated retention of ownership and other rights of retention at least remain in effect until the bill of exchange is cashed for our account.

§8 Delay of acceptance

1. If the customer delays acceptance or violates one of its other cooperation obligations, the invoice amount is payable immediately.

2. If the customer rejects acceptance after it has been given a reasonable period to do so or previously expressly states that it does not wish to accept the goods, MSL may withdraw from the agreement or demand compensation for damages for non-performance.

3. MSL may demand 15% of the order price as damages for non-performance. MSL reserves the right to assert claims for higher, proven damages and like the customer also reserves the right to evidence that the resulting damages are lower than the lump sum charged.

§ 9 Withdraw from contract

MSL also has the right to withdraw from the agreement:

•  if MSL does not receive a shipment from its upstream suppliers and this is for reasons beyond the control of MSL;

•  if MSL is prevented from completing a delivery due to disruptions in its business or that of its upstream suppliers, particularly due to work stoppages, lock-outs and other instances of force majeure for what is assumed to be for a non-temporary period of time.

•  if the customer is in payment arrears after expiration of a reasonable period for payment;

•  if the customer

a has provided incorrect information involving facts on its creditworthiness or

b has discontinued its payments

c has provided a statement in lieu of an oath according to §807 ZPO

d has applied for bankruptcy or creditor protection proceedings.

5. In the event of withdrawal from the agreement and the reclamation of supplied goods, MSL is entitled to offset for expenses, transfer for use and loss of serviceability.

6 In addition, MSL can require compensation for damages for non-performance if the legal prerequisites apply. § 8 (3) applies.

§ 10 Return of materials

•  In accordance with the agreement, good supplied by MSL are never taken back.

§11 Warranty, guaranty and liability

We assume the warranty for the service listed in the order confirmation and for the use of good materials and proper execution for the products supplied by us which we manufacture. The warranty period extends to the period required by law. All defects which can be proven to be our fault shall be remedied by us within a reasonable period of time. We are only liable for third-party deliveries to the extent that the sub-contractor has entered into liability in relation to us.

•  The warranty includes only the initial choice of the delivery of a replacement item or remedy of the defect.

•  If MSL is not willing to provide a replacement shipment or remedy the defect or is not in the position to do so or is delayed in doing so beyond a reasonable period of time for reasons which are its fault or otherwise fails, the customer is entitled to choice to either withdraw from the contract or to request an appropriate reduction in the purchase price. Any withdrawals of claims by third-party companies may only occur with our approval.

•  More extensive claims by the customer, particularly damage claims - for any legal reason whatsoever - are precluded unless the cause of liability is due to malicious intent or gross negligence or if the customer asserts a damage claim due to the lack of a promised characteristic due to non-performance.

•  The warranty does not extend to those damages which result through natural wear or improper usage or improper handling during installation/assembly of the elements or components by their further processing.

•  No warranty is given for oil seals for folded spiral pipes and formed components.

•  Uneven surfaces and colour differences in components, particularly for galvanized material within one shipment or from shipment to shipment constitute normal tolerances and are not defects.

•  No irregularities in the contractual products which occur regardless of manufacture performed properly by professional craftsman due to natural properties of the processed material do not entitle the customer to assert warranty claims.

•  Clear defects are only subject to the warranty has reported them in writing to MSL within two weeks after shipment; defects which cannot be discovered within this period through careful inspection are to be reported to MSL in writing immediately upon discovery.

§12 Applicable law, place of performance and jurisdiction, partial invalidity

•  Only the law of the Federal Law of Germany - with the exception of the UNCITRAL International trade law - applies to all disputes for all legal relationships which result for parties and their legal successors from the purchase agreements which they have concluded or any ancillary transactions.

•  The headquarters of MSL is both the place or performance and place or jurisdiction for all mutual claims if:

•  the customer does not have a place of jurisdiction in Germany;

•  the customer moves its residence or usual place of occupancy from the Federal Republic of Germany or its place of residence or usual place of occupancy at the time the complaint is filed or

•  the customer is a fully qualified merchant

3) If a provision in these terms of business or a provision within the scope of other agreements should be or become invalid, the validity of all other provisions or agreements shall remain unaffected.