1) Any shipments, performances and quotations of the company sdt schalldämpfertechnik GmbH (hereinafter called "supplier") are exclusively based on the present Terms and Conditions and will remain valid for any future business relationship even if not explicitly agreed upon again. The Terms and Conditions are deemed as accepted latest upon receipt of the goods. Any confirmations to the contrary made by the buyer with reference to the Terms and Conditions of Trade and Purchase of its own are herewith contradicted.

2) Any deviations from these Terms and Conditions are only effective if confirmed in writing by the supplier.

§ 2 Quotations and conclusion of a contract

1) The supplier´s quotations are subject to confirmation and will only become binding upon the supplier´s written confirmation (also valid by fax). The same applies to any amendments, modifications and subsidiary agreements.

2) Drawings, illustrations, dimensions, weights and other performance data are only binding wherein its validity for the amount to be concluded is explicitly accepted in writing by the supplier.

§ 3 Copyright protection

Any cost estimates, drawings and other documents of the supplier are subject to its unrestricted proprietary and copyright reserved exploitation rights and may not be passed on to a third party. Any drawings and other documents which form part of the supplier´s quotes are to be returned upon the supplier´s request without delay. Both in case of a contract failure and upon the completion of the contractual relationship that has come into being, the buyer commits not to pass the aforementioned documents on to a third party without the supplier´s prior explicit and written approval. In case of a breach of this commitment, the buyer is obliged to recompense any loss occurred to the supplier.

§ 4 Price statement

1) If not otherwise explicitly indicated, the supplier´s quotes are 30 days valid as of the date of the quote. Decisive is the pricing indicated in the vendor´s confirmation of order plus the respective legal VAT, if applicable. Any additional shipments and performances are invoiced separately.

2) If not otherwise agreed, the pricing quoted shall be understood ex works Sulz a. N., Germany, without packing, without freight cost, without postage and without insurance. The supplier is authorized to add wage-price and material-price increases that occur to the originally agreed pricing within a timeframe of 30 days after the order placement.

§ 5 Delivery time and time of performance

1) The dates and deadlines indicated by the supplier are non-binding unless explicitly agreed to the contrary in writing.

2) The delivery time is met when the goods have left the supplier´s facilities within the specified time or upon the advise of readiness for the shipment of the goods.

3) Delays in delivery and performance caused by force majeure and occurrences that considerably impede the vendor or render it impossible to fulfil its delivery obligations - also including later occurred outsourcing difficulties, operation interruptions, strike, lockout, lack of manpower, regulatory actions etc. even if happening to the vendor´s supplier or its subsuppliers - the supplier cannot be held responsible even though deadlines and dates are bindingly agreed. Hence, the supplier is entitled to postpone the delivery or performance respectively by the period of the hold-up plus an adequate start-up time or to withdraw from the contract in parts or completely.

4) If the hold-up takes longer than 3 months, the buyer is entitled to withdraw from the not fulfilled part of the contract after having set an adequate final deadline.

5) If the supplier is responsible for the non-compliance of bindingly confirmed deadlines or dates (section 1, 2nd part of the sentence), the buyer is entitled to receive a generalised compensation for delayed completion in the amount of 0.5 % for each completed week after the bindingly confirmed delivery date, however, not exceeding 5 % of the invoice amount of the shipment affected by the delay, performance or partial shipment or partial performance respectively. Any compensation claims for the non-compliance of bindingly confirmed deadlines going beyond this percentage are excluded unless the delay is at least due to an act of gross negligence from the part of the supplier.

6) The supplier is entitled to effect partial shipments and partial performances at any time.

7) Even if, on a case-by-case basis, the supplier has accepted to shoulder the transport costs, the offloading costs at the recipient´s destination are for the buyer´s account.

§ 6 Transfer of risk

The risk of accidental destruction or accidental change for the worse is transferred to the buyer once the shipment has been handed over to the person in charge of transport or has left the supplier´s facilities for shipment. If a shipment turns out to be impossible through no fault of the supplier´s own, the risk goes over to the buyer with the advise of readiness for shipment.

§ 7 Warranty

1) A warranty period of one year on defects in manufacture and material shortage from the date of shipment on is agreed provided that the product is used in accordance with its intended use. Damages caused by corrosion upon the use of exhaust gas components made of normal steel in connetion with exhaust temperature reducing components or when being used with components in systems that are operated with fuels with increased aggressivity are excluded from this warranty.

2) If the supplier´s instructions on assembly, operation and maintenance are not complied with, any warranty claim will lapse. The costs for the assembly or disassembly respectively of the complained product are not covered by the warranty claims. The supplier´s products are due to their design articles with a limited longevity and are principally to be mounted in such a way that they are easily accessible and can be disassembled and assembled in a direct way. Should the buyer have withheld the purchase price or parts of it due to any claimed defects herewith counteracting against the agreed upon offsetting and retention exclusion (§ 10) , the supplier can refuse to perform any improvements or, if impossible to perform any, to effect any replacement shipment if no bank guarantee is available as an equal value for the withheld purchase price.

3) The buyer has to inform the supplier of defects without delay in writing, however, latest within one week upon receipt of the goods. Defects that are not discovered within this period even by checking of an expert are to be advised to the supplier by the buyer without hesitation, immediately in writing after discovery. The supplier and buyer herewith explicitly agree that written defect notes shall be the condition to plead warranty claims.

4) In any case, the buyer has to grant the supplier an adequate deadline in writing to perform reworks. The buyer is not entitled to have reworks performed by a third party without the supplier´s prior consent. If the rework does not prove to be successful, the buyer may claim an adequate price reduction or may claim the rescission of the contract.

5) Works performed under warranty do not prolong the warranty period as set out in section 1.

6) The aforementioned paragraphs conclusively rule the buyer´s warranty claims and exclude all other warranty claims of any kind. The supplier´s liability for compensation claims out of quality assurances that should protect the buyer against the risk of consequential damages resulting from deficiencies is limited to 50 % of the value of the defective product.

§ 8 Retention of title

1) The product supplied remains property of the supplier until any claims arisen out of the existing current business connections with the contractual partner are settled in full. The buyer is entitled to process the goods subject to retention of title and to sell it provided that payment is not in delay. The claims arising out of the resale or any other legal reason regarding the proviso issue (including any other balance claims from current account) the buyer assignes to full extent to the supplier for safety reasons already now. The supplier authorizes the buyer revocably to collect the claim assigned to the vendor for his invoice on the buyer´s own behalf. This direct debit authority can be revoked by the supplier if the buyer does not properly fulfil its payment obligations.

2) If the buyer acts against the contract, especially in case of a delay in payment, the vendor has the right to take back the reservation goods or, as the case may be, demand the assignment of the claim for surrender from the buyer to a third party. The taking back or the attachment of the reservation goods by the supplier do not mean a withdrawal from the contract.

§ 9 Payment terms

1) Payment is due upon receipt of the invoice and in delay with the expiry of the 30th day after date of the invoice unless the buyer proves having received the invoice later than 25 days after the date of the invoice.

2) If the vendor is in delay, the supplier is entitled without providing evidence to charge interest in the amount of the interest rate calculated by the merchant banks for outstanding current account credits plus possible fiscal VAT debit from the delay date on.

3) If partial payments are agreed and the buyer is in delay in partial payment, the entire balance amount is immediately due for payment.

§ 10 Exclusion from offsetting and retention

The buyer is not entitled to offset or withhold payments or make price reductions even if notices of defects or counterclaims are set forth, unless the counterclaims are accepted in writing by the supplier or are legally ascertained.

§ 11 Limitation of liability

Claims for damage resulting from the impossibility of performance, positive claim violence, fault upon contract conclusion and non-authorized action are excluded both towards the supplier and his fulfilment or performance means if no intentional or reckless acting is prevailed. Also in these cases, according to § 7 (6) the liability is limited to an amount of 50 % of the purchase price of the defective product.

§ 12 Court of jurisdiction

For business relationships between fully-qualified traders the agreed upon exclusive court of jurisdiction is Nagold, Germany, for all disputes that may arise from the contractual relationship.

§ 13 Partial nullity

Should one of the conditions of the present Terms of Conditions be or become ineffective, the effectiveness of all other conditions in this document remains unaffected.

§ 14 Priority Clause