general terms and conditions

Export Conditions of Sale

General Remark

Any transactions between Seller and Buyer are subject to the Seller's terms of delivery and payment. Any other terms and conditions at variance with these Conditions shall not be binding even if they are not contested in each particular case.

1. Terms of Delivery

Unless otherwise agreed delivery of goods will be made ex Seller's Works, uninsured. Delivery periods agreed upon shall be valid reserving undisturbed manufactured conditions at the Seller's works. The Seller will be under no obligation to effect delivery within a certain period of time in the event of an Act of God or any difficulties arising in obtaining materials from his suppliers or any interruptions of whatever kind in production at his plant or that of one of his suppliers. Upon delays in delivery due to one of the aforementioned reasons, an extension of delivery up to four weeks is permissible. After expiration of this period, the Buyer will be at liberty to cancel the contract. Any further claims such as for compensation will be excluded.

2. Prices

Unless otherwise stipulated, prices indicated are valid ex factory.

3. Terms of Payment

The mode of payment is to be stipulated separately. In the event of the Buyer defaulting on his payments, the Seller shall be discharged from performance during the time of default, if the Buyer delays payment, he will be liable to pay interest on outstanding payments amounting to 5% p.a. over and above the base interest rate of the European Central Banks. The Buyer will furthermore be liable to refund any costs incurred by the Seller in collecting his accounts receivable, including any legal expenses incurred.

4. Retention of Title (Reservation of Proprietary Rights)

The Seller will retain the ownership of any goods delivered until full settlement of any accounts due to the Seller by the Buyer arising from business transactions between Seller and Buyer. This is also applicable to materials which have already been processed in which case the Seller will acquire joint ownership of the new product up to the equivalent value of materials delivered and processed to create the new product. In the event of the Buyer being in a state of insolvency or settlement proceedings having been 8. proposed or a petition in bankruptcy having been filled, the Buyer shall be obliged to return at the Seller's first request any unprocessed materials. The Seller will pass to the Buyer's credit any proceeds which he is able to obtain from the best possible utilisation of such goods, deducting any expenses for transportation and resale of the goods in question.

In case of the Buyers outstanding liabilities upon bills of exchange, the retention of title by the Seller shall not expire before the value as per bill has been paid. Should the Buyer sell the goods, he will assign his purchase price claim to the Seller to the extent of the respective liability.

5. Examination of Goods Received/Complaints

The Buyer is obligated to carefully examine the merchandise within a fortnight upon receipt, but in any case prior to processing the materials. Complaints shall be raised in writing immediately, but at the latest, within 3 weeks after receipt of the goods. Once processing of the merchandise has been started, any claims by the Buyer will be refused. Minor variations in the merchandise as to quality, width, colour, finish, material composition and weight which are due to production engineering do not justify any complaint by the Buyer. Unless otherwise stipulated, over or short delivery within a tolerance of 5% as customer in trade are admissible. In the event of legitimate complaints, the Seller's liability shall be limited to the replacement of useless goods or goods returned. The total compensation will be limited to the value of goods delivered and complained of. This will also be applicable to hidden defects. Withholding of payments due and undisputed is inadmissible.

6. Place of Performance, Venue and Jurisdiction

Any transactions between Buyer and Seller shall be governed by German law. The Seller's place of business in Germany will be the place of performance and local venue. The Seller has the option to enforce his claims for payment at the Buyer's venue.

7. Any further agreements made between Buyer an Seller will be binding only as far as they are confirmed by Hänsel Textil in writing. The UN-purchase rights should be excluded.

8. Should one of the clauses under these Conditions be or become void under separate agreements, this will not affect validity of all other clauses or agreements. The contracting parties are obliged to replace any invalid clause by another provision coming as near to the commercial intention of the invalid clause as possible.