I. General

Following terms of payment and delivery are an integral part of the contract for all present and future delivery contracts unless other conditions have been agreed upon in writing in the contract. Other conditions of the customer are excluded even if they have not been expressly contradicted. By placing an order, the customer agrees to the conditions as legally binding. In the event that single conditions should be invalid, the other conditions will remain legally binding. The supplier KLEEN-TEX Industries GmbH is referred to as KLEEN-TEX in the following.

II. Order acceptance and obligation to supply

1) The offer and/or order confirmation of KLEEN-TEX determines the extent of the order. In case of orders by telegraph or phone or verbally agreed upon, the written order confirmation of KLEEN-TEX applies. All offers are without obligation until a written order confirmation. Verbal agreements are not accepted and require written confirmation.

2) Deliveries are affected free buyer's address respectively ex works KLEEN-TEX and will be invoiced to and at the risk of the customer. Transport insurance could be done on costs of the customer, if needed. Transport damage must be reported in writing immediately upon receipt of the goods.

3) The material made available to us is not insured against any risk or fire loss. Damages during transport have to be communicated in writing immediately upon receipt of the goods.

4) The delivery periods are non-binding; standards delivery period is in the range of 12 working days (according to the local KLEEN-TEX company low) from order confirmation. In the case of advance payment agreements, the delivery period shall commence at the earliest upon receipt of payment. As far as possible, the agreed upon delivery time will be observed, however, in case of equipment failure, difficulties with obtaining the raw material or force majeure, it is not binding. A cancellation of the contract because of a delay in delivery respectively the claim of damages is only possible after a reminder and after granting a reasonable extension of the delivery time.

5) Partial deliveries, short deliveries or excess deliveries are allowed

6) Technical breakdowns at the supplier's company or at sub-suppliers, cases of force majeure, war, riots, lockouts, strikes, fire, confiscation of an important work piece, constriction of energy supply as well as the delayed arrival of important raw material exonerates KLEEN-TEX from the observation of the delivery times. However, they have to do their utmost to ensure a quick delivery after those obstacles have been overcome. In these cases, claims for damages by the customer are excluded. In case it should be obviously impossible to fulfil the contractual obligations, both parties have the right to withdraw from the contract and accordingly the contract is annulled. KLEEN-TEX has the right to store the ordered material at the expense and the risk of the customer if the acceptance of the material should be delayed for more than 5 working days.

III. Prices and terms of payment

1) Unless agreed separately, the price lists and purchasing conditions of KLEEN-TEX at the time of the respective order confirmation by KLEEN-TEX shall apply. Price changes, which KLEEN-TEX reserves the right to make at any time, shall come into force at the earliest 15 working days after their announcement. The prices are calculated ex works or ex subsidiary of KLEEN-TEX, excluding freight and packing. These will be invoiced separately. The packing will not be taken back unless the packing consists of pallets that are property of KLEEN-TEX.

2) In the event that three months after the order confirmation the prices for material, the labour and payroll costs or taxes and duties should be increased, KLEEN-TEX has the right to adjust their costs accordingly. Advance payments or advance performance do not have any influence on the prices. They will be credited and then charged against the final price.

3) First three orders have to be prepaid. All other deliveries are to be paid net upon receipt of the invoice according to the payment terms.

4) KLEEN-TEX reserves the right to check the creditworthiness of partners before accepting an order, to set a credit limit, to demand advance or partially payments if acquired.

5) The invoice amount is to be paid within 30 days of invoicing without deduction.

6) Checks and bills of exchange are not accepted by KLEEN-TEX. All payments are to be made free of charge for KLEEN-TEX. In case of a delayed payment, KLEEN-TEX has the right to charge default interest in the amount of 1.5 % per month.

7) In the event that after the conclusion of the contract it should become obvious that the credit standing of the customer is not good, all outstanding payments become due immediately. Under these circumstances, KLEEN-TEX has the right to fulfil outstanding orders only against advance payment or deposit as well as to withdraw from the contract after a reasonable period of grace or to claim compensation for damages due to nonpayment. In case of a delay in payment, KLEEN-TEX does not have to affect any further deliveries from any contract. Payments are always used for the latest due obligation, plus default interest and fees.

8) The charging of not accepted counter claims, the withholding of due payments as well as unauthorized deductions of any kind are not allowed.

IV. Reservation of proprietary rights

1) All deliveries remain property of KLEEN-TEX until payment of the total amount of the invoice, including all interests and fees. This reservation of proprietary rights also serves as security until payment of any and all open invoices.

2) The customer has the right to sell the delivered material during his ordinary course of business at his standard conditions, however, garnishments or transfers by way of security are not allowed. The customer has to inform KLEEN-TEX immediately in the case of a garnishment or any other impairment of their rights by third parties. If the customer is selling the delivered material, he assigns the claims against his customers with all ancillary rights to KLEEN-TEX from the time of the sale until complete payment of all outstanding accounts. On request of KLEEN-TEX the customer has to inform his customer about the assigning of the claims and he has to provide KLEEN-TEX with the information necessary to enforce the claims. The assertion of the reservation of proprietary rights as well as the garnishment of the material delivered is not considered as a withdrawal of the contract unless otherwise stated by law. The assertion of claims for damages is thereby not excluded.

V. Warranty claims

1) Obvious defects have to be stated in writing immediately by receipt of the goods. Dimensional deviations and colour deviations cannot be avoided and cannot be objected. If the goods should be defective due to material defects or processing defects or if the promised characteristics should be missing, KLEEN-TEX has to either touch up the goods or replace them with faultless goods. If the touch up should not be successful, the customer may request a reduction of the price. Material that has not been treated cannot be objected to. Material that has been objected to, must be presented to KLEEN-TEX immediately.

2) First the customer has to give KLEEN-TEX the opportunity for a quick touch up as far as their liability is not excluded. KLEEN-TEX is only liable for defects in the amount of the production costs at the day of delivery respectively in the amount of the purchase price at which the raw material can be reproduced or bought.

3) Warranty claims are subject to the statutory limitation period of the respective location of KLEEN-TEX company. Claims for damages are restricted to gross negligence or premeditation.

VI. Place of fulfillment and jurisdiction

The place of fulfilment and jurisdiction for both parties is the registered office of the respective KLEEN-TEX company. The law of the respective registered office of KLEEN-TEX shall apply to the legal transaction in question.

VII. Other conditions

1) On all papers, drawings and samples created by KLEEN-TEX, KLEEN-TEX will have the property law and right. The customer is not allowed to forward them to third party without permission.

2) All documentation and description pertaining to the offer, such as dimensions, is approximate unless expressly stated as binding. KLEEN-TEX reserves the right to technical changes during the delivery time as long as the function and appearance of the ordered material is not changed fundamentally.

3) With the order, the customer confirms that all drafts, samples, designs, logos, trademarks and company signs as well as lettering may be used and that the possibly necessary approval of third parties exists. The customer agrees that KLEEN-TEX is authorized to publish drafts, samples, designs, mats, logos, trademarks and company signs etc. made by KLEEN-TEX in flyers, advertisements, internet etc. The customer furthermore confirms that he will not prosecute KLEEN-TEX for using drafts, samples, designs, logos, trademarks, company signs or lettering, respectively that he will ensure that KLEEN-TEX is legally protected should third parties exercise the copyright breach law.

4) The terms and conditions shall be deemed accepted upon confirmation of the order.