I. Conclusion of Contract

1. All sales made by SPIR STAR®  AG (referred to hereinafter as “we” or “the seller”) shall be subject to the following Terms & Conditions of sale, delivery and payment. We herewith explicitly object to any other terms and conditions. The following Terms & Conditions become valid at the moment of acceptance of delivery. Any agreements varying from these Terms and Conditions, whether made by phone, email or verbally will not be binding, unless confirmed in writing and signed by an officer or other authorized representative of the seller.
2. All offers, order confirmations, deliveries and services of the seller are strictly based on these Terms and Conditions only and shall also be valid for any future business relations, even if they have not specifically been re-agreed on.
3. No orders of the buyer shall be deemed accepted unless confirmed in writing by the seller.
4. Any brochure, catalogue, flyer or advertisement based information regarding weight, dimensions, price, services etc.; as well as any illustrated matter and price lists are of informational purpose only and may not be binding unless specifically referred to by contract.

II. Pricing and Payment

1. All prices are stated in Euro unless otherwise agreed in writing, plus statutory VAT, packing, freight charges and other shipping expenses. Any risk of currency fluctuations is with the buyer.
2. The seller reserves the right to deliver on a cash-on-delivery (C.O.D.) basis.
3. In the event that the time between conclusion of contract and actual delivery exceeds four (4) months, the seller reserves the right to charge the price valid at time of delivery, should any changes in price concerning production and procurement costs or other similar cost be incurred during that period of time.
4. All invoiced amounts are to be paid in full within 30 days of invoice date. Any payments by bill of exchange must be agreed upon separately. 
5. If the buyer, who is a fully qualified merchant under the German Commercial Code, is in default of payment, the seller reserves the right to charge statutory interest on the amount past due, unless the buyer has incurred an even bigger loss of interest. In that case the seller reserves the right to claim further damages caused through default of payment. The customer is not entitled to exert a right of retention or exercise the right of set-off unless acknowledged and undisputed claims exist for which no further legal recourse is possible.
6. Payment is considered complete upon receipt of the respective amount by the seller.
7. The seller is not obliged to make any further deliveries under any contract with the buyer, until full payment of all due amounts, including interest, have been received. The seller shall be entitled to immediately request all receivables for deliveries made to date, despite any other due date agreements that may exist, should the buyer be in default of payment or any unfavourable information about the buyer’s financial situation become known.

III. Delivery

1. Specified dates and deadlines are non-binding and approximate, unless expressly agreed otherwise in writing. Call-off orders or blanket orders require separate delivery agreements.
2. Expedited deliveries and resulting additional costs shall be the responsibility of the buyer.
3. The seller reserves property- and copyrights, as well as other industrial property rights regarding any products, illustrated matters, drawings and other documentation provided by the seller. The latter must not be made available to third parties and have to be returned immediately, should the order not be placed.
4. Unforeseen delays in delivery due to force majeure, strike, operational interruption in the seller’s plant or that of an upstream supplier, transport difficulties etc. shall entitle the seller to either extend the delivery period by the time it takes to remove the temporary obstruction plus a reasonable start-up time or, optionally, to withdraw from the contract, provided it is not yet completed. The same applies if official permits or permits from third parties necessary for the implementation of trade approvals and deliveries, as well as documentation from the buyer or third parties commissioned by the buyer are not received by the seller in good time.
5. In these cases the buyer shall only be entitled to withdraw from the contract if the stipulated delivery period plus the duration of the event of force majeure plus a reasonable grace period have been exceeded. The right to an early withdrawal may only be granted if the seller gives written notice that he cannot fulfil delivery or respectively can no longer fulfil it. The above mentioned limitations do not apply to firm transactions.
6. If the seller is in delay with a delivery for which a date of delivery has been agreed upon in writing, the buyer shall be entitled to withdraw from the contract after having set a grace period of at least 14 days, unless a deadline is exceptionally expendable.
7. If the buyer does not accept delivery within the period contractually agreed on, he shall still be responsible for payment as if delivery was accepted.
8. If the buyer for any reason fails to accept delivery, the seller may renounce the contract referring to the non-accepted part of the delivery item by means of simple written notice (without legal intervention) and request compensation from the buyer for any loss caused by non-fulfilment of contract.
9. Goods manufactured upon special request or specification by the buyer must always be accepted and paid for by the buyer.  

IV. Shipping

1. Place of fulfilment shall be the seller’s premises.
2. The delivery of goods will be ex works, excluding packaging unless otherwise agreed upon in writing. The buyer shall bear the shipping costs.
3. If the seller ships the goods upon the buyer’s request to a location other than the place of fulfillment, the risk shall pass to the buyer as soon as the goods are transferred to the forwarding agent, the carrier, or any person or dispatching authority charged with the shipment (section 447 German Civil Code [BGB]).
4.  If delivery is delayed due to circumstances beyond the seller’s control, the risk shall pass to the buyer the day the delivery is ready for shipment.

V. Warranty

Liability for defects: The Seller shall be liable for the products being free from material defects. The Seller’s products shall be deemed free from defects when they have the quality agreed upon the passing of the risk. This shall also apply in the event of minor defects. The Buyer shall be obliged to thoroughly inspect the products for defects and to inform the Seller in writing without delay should the Buyer detect any defects:

1. The liability under the product liability law of the Federal Republic of Germany shall be effective without restrictions. This shall also apply in the case of the absence of properties that as an exception have explicitly been guaranteed (section 443 German Civil Code [BGB]) if the guarantee was intended to protect the buyer against damages that did not originate in the delivery itself.
2. The statutory period of limitation of warranty claims (particularly section 438 paragraph 1 no. 3 BGB) is limited to one (1) year. Cases of wilful deception are excluded. The beginning of the period of limitation is governed by the law.
3. The buyer is obliged to examine the delivered goods immediately upon receipt for their proper condition. Any defects shall be reported to the seller immediately, or no later than six (6) working days after receipt of delivery by means of a written document indicating the designated defects. If the buyer fails to report such defects, he shall lose any right to claim warranty for obvious defects. This shall also apply to samples sent.
4. The buyer is responsible to determine whether the goods ordered from the seller are suitable for the users intended purpose. The non-suitable goods shall only be determined as defective if the seller has confirmed the suitability to the buyer in writing.
5. Hidden defects must be reported in the same way within three (3) days after discovery and no later than one (1) year after passing of risk.
6. On receipt of such notification the seller shall remedy the defect as soon as possible. For this purpose the buyer shall return the defective parts to the seller for repair or replacement. In such an event the seller’s obligation of guarantee regarding the defective part shall be deemed fulfilled when he delivers the duly repaired part or a replacement to the buyer.
7. Hoses are wear parts. It is the buyer’s duty to prove the defectiveness of the purchased item and to produce evidence that the defect was not caused by wear and tear or mishandling.
8. The sellers obligation under warranty shall apply only to defects arising during proper use. No warranty shall be granted for any damages resulting from the following: Unsuitable or improper use, incorrect placing in service by the customer or third parties, natural wear and tear, faulty or negligent handling, improper media and replacement materials as well as chemical, electrical and similar influences, provided they were not caused through the seller’s negligence.
9. The warranty/liability for defects shall be excluded, if the buyer has processed or sold the goods after discovery of the defect or after discovery should have taken place, unless the buyer can prove that processing or sale was necessary to prevent even greater damage.
10. The buyers right to claim damages for indicated defects shall lapse in all cases within six (6) months from the time of complaint, but not before the expiration of warranty.
11. Partial defects of the goods shall not entitle to rejection of the entire delivery. Any defects which might arise shall not entitle the buyer to withhold payment to the seller.
12. The sellers obligation under the warranty shall be restricted, at his choice, to repair or replace. After reaching an understanding with the seller, the buyer shall allow the seller the time and opportunity required to perform all improvements and replacements deemed reasonably necessary. Should the Seller fail to rectify the defects in a second attempt, the Buyer, at its option, shall have the right to reduce the price or withdraw from the contract. Apart from that, seller’s liability for any resulting consequences shall be excluded with the exception of damages to life, body and/or health. 
13. If goods are manufactured according to the buyer’s specifications (drawings, etc.), the warranty shall only cover the production being carried out in accordance with the specifications provided by the buyer.
14. The seller shall not be liable or assume responsibility for any assemblies or installations carried out by third parties commissioned by the buyer, or by the buyer himself. The liability/responsibility shall be borne by the party directly involved with the assembly or installation.

VI. Retention of Title

1. The seller retains title to the delivered goods until full payment of all outstanding balances has been received and any negative balance of buyer’s current account has been settled. If the goods are resold, the buyer shall hereby assign to the seller his future accounts receivable from the subsequent buyer of the goods up to the amount of the seller‘s claims under this contract. The buyer shall remain responsible to collect the assigned accounts receivable within the normal course of business unless the seller revokes this authorization. The seller shall be entitled at any time to such revocation and disclosure of assignment.
2. The buyer is entitled to continue processing or selling the reserved goods in the normal course of business. If the buyer processes the seller’s goods, the seller becomes the manufacturer within the meaning of section 950 German Civil Code. If the value of the manufactured goods is considerably higher compared to the previous value of the seller’s goods, the seller jointly becomes the manufacturer together with the buyer. In this case the seller’s ownership of the manufactured goods shall be limited to the portion corresponding to the value of the seller’s processed goods. The buyer's claims from the resale of the reserved goods shall be assigned to the seller (including security rights), regardless of whether the reserved goods be processed or not, and whether they will be sold to one or more buyers.
3. Samples and drawings shall remain the property of the seller, even if the buyer takes over all or part of the designated cost.

VII. Set-off, Retention, Limitation of Liability

1. Claims for damages against the seller, his employees and/or representing agents that are due to slight negligence and do not involve compensation for injury to life, body, and/or health shall be excluded as far as legally possible. It is irrelevant whether or not the damages arise from breach of contract or breach of secondary contractual  obligations  (e.g.  section  280  or  section  241  paragraph  2  German  Civil  Code),  from  tort  or  from  the  liability  of  the  producer  (because  of  design, manufacturing, and information errors as well as errors in product monitoring [e.g. section 823 German Civil Code]). The duty of replacement under the product liability act is not excluded.
2. In the case of a culpable violation of essential contractual obligations (cardinal duties) liability shall also be assumed for the negligence by an organ or manager, limited, however, to the contract-typical, reasonably foreseeable damage. This limitation does not apply in case of injury to life, body and/or health.
3. In cases of permissible limitation of liability for non-gross negligence, the value of the contract-typical, reasonably foreseeable damage amounts to not more than 5% of the contractual value. This limitation shall not apply in case of injury to life, body and/or health.
4. The liability under the product liability law of the Federal Republic of Germany is unlimited.
5. The unlimited liability also applies in the absence of properties that as an exception have been guaranteed if the guarantee was explicitly intended to protect the buyer against damages that did not occur to the delivery item itself.

VIII. Governing Law and Dispute Resolution

1. Place of fulfilment and jurisdiction shall be Rimbach-Mitlechtern if the buyer is a merchant or a legal entity under public law or a special fund regulated by public law.
2. The contractual relationship between the parties shall be subject to and governed by the law of the Federal Republic of Germany excluding the UN sales convention (CISG).
3. Should a provision be or become invalid, all other provisions shall remain unaffected. In such cases the parties shall be obligated to cooperate in the creation of provisions that will achieve economical results as similar as possible to the invalid provisions in a legally effective way.

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1. Orders: to avoid any confusion, we would ask you to always mention: references, designation of equipment, dimensions, quantities…

2. Delivery periods: our delivery periods are always for information only: we shall be released from any obligation to deliver within the established time limits by any facts that are deemed to be cases of force majeure within our establishments or those of our suppliers.

3. Transport: All our goods, even when sent carriage free or against payment, are sold, taken and accepted in our establishments and travel at the risk and peril of the buyer.

4. Invoicing: Our sales are deemed to be at the net price ex-works. Transport and packaging are additional.

5. Payment: unless otherwise stipulated, our invoices are payable 60 days from the date of invoice. No discount will be granted for early payment.

6. Default of payment: where the date of payment appearing on the invoice is exceeded, penalties shall be applied in accordance with Article 53 of the Law of 15.05.2001, and Article L 441-6 of the Code of Commerce. These penalties shall be payable without any formal notice being necessary.

7. Contractual guarantees: the property sold is guaranteed against any functional defect arising from a defect of equipment, manufacture or design. The functional defect must appear within a period of 2 weeks from the delivery date. The guarantee is limited to repair or replacement of parts that are acknowledged to be defective after examination by our technicians. The exchange or repair of parts shall not under any circumstances have the effect of prolonging the guarantee period. The guarantee may not, moreover, apply to equipment processed or repaired outside of our workshops, or that includes parts other than the original, nor in the event of wear provoked by a lack of maintenance or bad use, nor to deteriorations that result from the awkwardness or inexperience of the buyer or its staff. Other than in cases where the contractual guarantee clause may be implemented, no repair work shall be carried out by us on the equipment delivered.

8. Guarantees against hidden vices: under Article 1648 of the Civil Code, an action arising from hidden vices must be brought within a brief period according to the nature of the products and circumstances.

9. Return of goods: any claim for default of compliance or apparent defect must be notified to our company within 8 days from receipt of the goods in question. No return shall be accepted without the prior agreement of our company. Any return of parts ordered in error shall be the subject of a reduction of 25% for the costs of repackaging. Specially manufactured parts shall not be taken back.

10. Liability: we may not be held liable in any way for damages resulting from any defect in our delivered equipment in the event of non-observance by the purchaser of the customary standards of safety, professional regulations, advice on usage and the recommendations attached to our flexible parts and on each package. In particular, we shall not be held liable in the event of improper use of our equipment, insufficient training of staff at the various stages of handling, bad maintenance, infringement of the planned periodic inspections, or unsuitable adaptation to the work carried out.

11. Tests and trials: the tests and trials shall take place exclusively in our workshops. The acceptances charges shall be payable at all times by the buyer. A test certificate may be delivered upon request by the buyer and shall be invoiced at the rate in force.

12. Individual conditions: all rights to reproduce our catalogues and brochures are reserved. Bids, tenders and plans are our property and may not be communicated to third parties for any reason. The clauses printed and stipulated on orders sent to us are deemed to be void insofar as they differ from those set out herein, which alone shall be applicable.

13. Disputes: for all disputes, regardless of their cause or nature, the Court of Commerce of Strasbourg shall have sole competence, even in the event of introduction of third parties or multiple defendants.

14. Law 80-335 of 12.05.80: it is expressly agreed that we shall reserve the ownership of the goods until the last day of complete payment thereof.

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The sale of SPIR STAR, Ltd. ("SPIR STAR") products is governed by the following terms and conditions ("Terms"). All references to "Customer" mean the customer (including its subsidiaries and affiliates) whose name appears on SPIR STAR's credit application, sales order or acceptance, or invoice.

1. Terms and Conditions of Sale: All descriptions, quotations, proposals, offers, acknowledgments, acceptances and sales of SPIR STAR's products are subject to and shall be governed exclusively by these Terms, which shall constitute a contract between Customer and SPIR STAR. Any terms or conditions proposed by Customer that are in addition to, or inconsistent with those stated herein, are hereby rejected. No such additional different or inconsistent terms and conditions shall become part of the sale between Customer and SPIR STAR unless expressly accepted in advance, in writing, by an officer of SPIR STAR. SPIR STAR's acceptance of any offer to purchase by Customer is expressly conditioned upon Customer's assent to all the Terms stated herein. Acceptance of SPIR STAR's products by Customer shall, in any event, constitute assent to the Terms.

2. Payment: Payment shall be made by Customer net 30 days from the date of delivery of the products. Any claims by Customer for omissions or shortages in a shipment shall be deemed to be waived unless SPIR STAR receives notice thereof within 30 days after Customer's receipt of the shipment.

3. Delivery: Unless otherwise provided on the face of the order, as accepted, delivery shall be made F.O.B. SPIR STAR's facility. Regardless of the method of delivery, however, risk or loss shall pass to Customer upon SPIR STAR's delivery to a carrier. Any delivery dates shown are approximate and SPIR STAR shall have no liability for delays in delivery.

4. Changes, Reschedules and Cancellations: No change, rescheduling or cancellation of an order requested by Customer shall be valid unless accepted by SPIR STAR in writing. Acceptance of any such requested change, rescheduling or cancellation shall be upon such terms and conditions as SPIR STAR requires.

5. Force Majeure: SPIR STAR does not assume the risk of, and shall not be liable for, delay or failure to perform any of SPIR STAR's obligations by reason of circumstances beyond the reasonable control of SPIR STAR. Such circumstances include, but are limited to: accidents; acts of God; strikes or other labor disputes; acts, laws, rules, or regulations of any governmental or quasi-governmental agency; fires, floods, war or acts of terrorism; delays or failures in delivery of carriers or suppliers; or shortages of materials.

6. Documents and Notices: All documents passing between SPIR STAR and customer may be delivered according to the rules set forth below. Documents include, but are not limited to, the following: offers, acceptances, orders, invoices, statements, notices, letters, shop drawings, specifications, and change orders. Any Document required or permitted to be delivered shall be in writing and may be delivered: (a) personally; or (b) by United States Mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at their respective addresses indicated on this credit application or a sales order, or at such other addresses as may be specified by written notice delivered or sent in accordance herewith; or (c) by facsimile or electronic mail ("email"), at the respective numbers or email addresses indicated on the front page of this credit application, or at such other numbers or addresses as may be specified by written notice delivered or sent in accordance herewith. Where delivery has been made personally, a receipt must be obtained from the persons signing this credit application or another member of upper management. Where delivery is by facsimile or email, the sender must use equipment that produces an authentication of transmission in printable format and must retain a copy thereof. Commencement of time limitations dependent on notice are: (a) by personal delivery, at the time of delivery; (b) by mail, 12:01 a.m. on the day that is 3 days from the date on the registered or certified mail receipt or the date of the last attempted delivery; or (c) by fax or email, 24 hours from the time of authenticated transmission.

7. Limited Warranty: SPIR STAR PROVIDES THE FOLLOWING LIMITED WARRANTY. THE TERM "HOSE" AS USED IN THIS LIMITED WARRANTY SHALL INCLUDE COUPLERS AND END FITTING ASSEMBLIES ("EFAs"), IF AND ONLY IF, THEY ARE ATTACHED OR ASSEMBLED ON THE HOSE BY SPIR STAR. SPIR STAR PROVIDES NO WARRANTY FOR THE COUPLERS OR EFAs AS INDIVIDUAL COMPONENTS.

HIGH PRESSURE HOSE ("HPH") LIMITED WARRANTY: HPH is warranted to be free from defects in material and workmanship for 30 days from the date of receipt by the Customer. Due to the variation in performance of certain pumps and related equipment and the potential for failure due to mishandling, abuse, misuse, accident, or alteration of the HPH, SPIR STAR reserves the right to evaluate HPH that is claimed to have failed during the warranty period. Items that will void the warranty include, but are not limited to:
• exceeding minimum bend radius;
• exceeding pressure rating;
• excessive temperatures;
• excessive torquing of COUPLERS OR EFAS;
• introduction of foreign particles into the HPH;
• flexing near the COUPLER OR EFA of the HPH, and;
• dragging or hauling equipment or other objects with the HPH.
If a failure occurs within the warranty period, Customer must submit the HPH for a warranty evaluation by contacting SPIR STAR at 800-890-7827. Please have the part number of the HPH, the serial number, and the purchase date or sales order number. If the information for the HPH meets the criteria for evaluation, SPIR STAR will issue a Returned Goods Authorization ("RGA") number. The HPH may then be returned to SPIR STAR, freight prepaid (SPIR STAR to choose carrier and type of service). The RGA number must be clearly written on the shipping label and on all documentation submitted by the Customer. Upon receipt of the HPH by SPIR STAR, it will be inspected and evaluated to determine the cause of the failure. Upon completion of this evaluation, SPIR STAR will decide whether the failure was covered by the Limited Warranty. Please allow approximately 2 weeks for the evaluation. If the failure is covered by the Limited Warranty, SPIR STAR will, at its discretion, either replace or repair the HPH at no cost to the Customer or will apportion the cost, on a prorated basis, between itself and the Company.

ULTRA HIGH PRESSURE HOSE ("UHP") LIMITED WARRANTY: UHP is warranted to be free from defects in material and workmanship for a period of 60 days of field use. Due to the variance in performance of certain pumps and related equipment and the potential for failure due to mishandling, abuse, misuse, accident, or alteration of the UHP, SPIR STAR reserves the right to evaluate UHP that is claimed to have failed during the warranty period. Items that will void the warranty include, but are not limited to:
• exceeding minimum bend radius;
• exceeding pressure rating;
• excessive temperatures;
• excessive torquing of COUPLERS OR EFAs;
• introduction of foreign particles into the UHP;
• flexing near the COUPLER OR EFA of the UHP, and;
• dragging or hauling equipment or other objects with the UHP.
If a failure occurs within the warranty period, Customer must submit the UHP for a warranty evaluation, by contacting SPIR STAR at 800-890-7827. Please have the part number of the UHP, the serial number, and the purchase date or sales order number. If the information for the UHP meets the criteria for evaluation, SPIR STAR will issue a Returned Goods Authorization ("RGA") number. The UHP may then be returned to SPIR STAR, freight prepaid (SPIR STAR to choose carrier and type of service). The RGA number must be clearly written on the shipping label and on all documentation submitted by the Customer. Upon receipt of the UHP by SPIR STAR, it will be inspected and evaluated to determine the cause of the failure. Upon completion of this evaluation, SPIR STAR will decide whether the failure was covered by the Limited Warranty. Please allow approximately 2 weeks for the evaluation. If the failure is covered by the Limited Warranty, SPIR STAR will, at its discretion, either replace or repair the UHP at no cost to the Customer or will apportion the cost, on a prorated basis, between itself and the Customer.

THIS LIMITED WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY TO THE CUSTOMER. SPIR STAR MAKES NO OTHER REPRESENTATIONS OR WARRANTIES BY COURSE OF DEALING, USES OF TRADE, OR OTHERWISE, EXPRESSED OR IMPLIED. EXCEPT AS EXPRESSLY STATED BELOW, CUSTOMER HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS OR LIABILITIES, EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE UNDER THE UNIFORM COMMERCIAL CODE. ANY WARRANTY CONTAINED HEREIN SHALL NOT BE EXTENDED, ALTERED, OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY SPIR STAR AND CUSTOMER.

8. Limitation of Remedy: SPIR STAR'S LIABILITY ARISING FROM OR IN ANY WAY CONNECTED WITH THE PRODUCTS SHALL BE LIMITED EXCLUSIVELY TO REPAIR, PRORATION OF THE COST, OR REPLACEMENT, AS DECIDED BY SPIR STAR. IN NO EVENT SHALL SPIR STAR BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, CLAIMS FOR BREACH OF WARRANTY, WHETHER EXPRESSED OR IMPLIED, BREACH OF CONTRACT, CLAIMS IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN, STRICT LIABILITY OR DECEPTIVE TRADE PRACTICES ACT VIOLATIONS.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY. THIS LIMITED WARRANTY GIVES THE CUSTOMER SPECIFIC LEGAL RIGHTS AND THE CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICATION.

9. Entire Agreement/Governing Law: The Terms set forth herein together with any amendments, modifications and any different terms or conditions expressly accepted by SPIR STAR in writing, shall constitute the entire agreement concerning the products sold to Customer, and there are no oral or other representations or agreements which pertain thereto. This agreement shall be governed in all respects by the law of the State of Texas.

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I. Conclusion of Contract

1. 1. All deliveries shall be subject to the following provisions, unless a specific written agreement provides otherwise. The seller will not recognize conflicting terms even if they have not been expressly rejected.
2. An order of the buyer shall only be deemed to have been accepted by the seller, if and to the extent it has been confirmed in writing by the seller.
3. The weights, dimensions, capacities, prices, performance ratings and other data included in catalogues, leaflets, circulars, advertisements, illustrated matter and price lists constitute an approximate guide. These data shall not be binding except to the extent that they are by reference expressly included in the contract.

II. Price, Payment

1. 1. Unless otherwise agreed, prices are ex works of the seller, packing excluded.
2. The seller is entitled to deliver on TT Advance basis.

III. Delivery

1. Dates of delivery shall only be binding if the seller has confirmed them in writing.
2.  If the buyer desires an accelerated delivery, the additional costs resulting there from shall be borne by the buyer.
3. Unforeseen events which are beyond the control and influence of the seller or which could not have been prevented by the seller in spite of every precaution which could have reasonably been expected under the given circumstances, as for example operational interruptions, strike and delays on the part of suppliers, shall - even if delivery is in delay - extend the delivery period by the period for which such events shall last, and the buyer shall not be entitled to hold the seller liable. The same shall apply if the seller does not receive administrative permits or other permits from third parties necessary for the execution of the delivery by the seller, or documents and information to be furnished by the buyer or third parties on his behalf in time.
4. Commodities manufactured on special request or specification of the buyer must always be accepted and paid for by the buyer.

IV. Shipment

1. Place of fulfilment of contract shall be the seller’s principle place of business.
2. Any shipment shall be made at the risk of the buyer. Shipment costs shall be borne by the buyer.
3. If a shipment is done using the seller’s vehicles and employees, the seller shall only be liable for gross negligence on the part of his employees.
4. If a shipment suffers a delay for reasons that are beyond the seller’s control risk of loss shall pass to the buyer on the day on which the goods get ready for shipment.

V. Warranty

1. The buyer shall be obliged to examine any delivered goods immediately upon receipt with respect to their conformity to the buyer’s order. The seller shall be notified in writing about any defects immediately, but not later than 6 working days after receipt of the goods, giving an exact description of the alleged defects. If the buyer fails to give such notice, the buyer shall lose his right to claims under guarantee with respect to obvious defects.
2. On receipt of such a notification the seller shall remedy the defect as soon as possible. For this purpose the buyer shall return the defective parts to the seller for repair or replacement. In such a case the seller’s obligation of guarantee regarding the defective part shall be deemed fulfilled if the duly repaired part or a replacement is sent to the buyer.
3. The seller‘s obligation of guarantee shall apply only to defects that occur during proper use. In particular it does not cover any defects caused by improper maintenance, wrong installation on the part of the buyer, improper treatment, operation under pressures exceeding the working pressure indicated in the specifications as well as normal wear and tear.
4. The seller does not waive his right to object that a notice of alleged defects was not made in time or duly specified, for the reason of having negotiated with the buyer or examined the goods.
5. Defects with respect to a part of the delivered goods shall not entitle the buyer to file a complaint about all the goods delivered. In addition, the buyer shall not be entitled to withhold payments to the seller because of possible defects.
6. Seller‘s obligation of guarantee shall be limited to making improvements and replacements. If the seller fails to fulfil his obligations under the guarantee within 6 weeks after receiving the written notice on defects or if actions regarding improvements or replacements fail, the buyer shall be entitled to request a reduction of the purchase price (diminution) or to cancel the contract. Further rights or claims for compensation of damages shall be excluded.
7. If the goods are manufactured according to data, drawings etc. of the buyer, seller‘s guarantee shall only cover the assurance that the production was carried out in accordance with the buyer‘s data.

VI. Governing law and place of jurisdiction

1. The contractual relationship between the parties is subject to and governed by the laws of Singapore. 
2. The exclusive place of jurisdiction with respect to all disputes arising out of or in connection with the business relationship between the parties shall be Singapore.

VII. Final Provisions

1. Collateral agreements as well as changes or amendments to this contract shall only be valid if executed in writing. This shall also apply to this clause.
2. If one of the provisions contained herein is or becomes invalid, all the other provisions shall remain in effect. An invalid provision shall be substituted by a provision that is legally admissible and reflects the commercial purpose of the invalid provision as closely as possible.

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