Terms of sale and payment

§ 1 Applicability, contractual bases

1. These terms of sale and service apply to businesses.
   These general terms of delivery and service only apply to consumers with the following restrictions and only provided that they do not conflict with the provisions of §§ 305 et seqq. Bürgerliches Gesetzbuch (German Civil Code).
2. Customer terms and conditions of purchase deviating from the STS terms are excluded; STS shall only be bound to these, even if referenced in the purchase order, when expressly acknowledged in writing by STS. In exceptions where the applicability of the customer’s terms and conditions of purchase is agreed, the provisions of STS also apply provided that they do not pertain to subject matters stipulated therein.
3. Deliveries and services are based on the STS offer and/or the written order acknowledgement of STS referencing this offer or confirming the customer order.
4. Any agreements made at the time the contract is concluded and during its term must be confirmed in writing by STS.
5. Unless expressly stated otherwise, all offers from STS are non-binding.
6. STS is entitled to use third parties as vicarious agent at any time for the purpose of compliance with its obligations.

§ 2 Dimensions and properties, samples

1. Unless otherwise marked, all delivery and/or performance specifications related to an STS offer – descriptions of properties and quality as well as dimensions and weights – as well as any associated samples are only approximate and only authoritative within the scope of tolerances customary in the industry.
2. Our specifications regarding dimensions, properties and uses for our products are merely intended as a description and do not constitute quality agreements, assured properties or other guarantees.

§ 3 Prices and payment terms

1. The agreed prices are subject to the applicable value-added tax, for deliveries furthermore ex warehouse STS also plus packaging but excluding freight charges and demurrage, transit insurance and other shipping charges unless expressly agreed otherwise; our goods are only insured against transport risks where agreed separately and at the customer’s expense.
   Payment and banking fees are solely payable by the customer.
   In the case of call-off orders and any orders requiring more than six months to be completed, STS reserves the right to charge a pro rata surcharge to the prices corresponding with the change in cost factors.
2. STS only accepts drafts and checks based by special agreement and only free of expenses and on account of payment with reservation of discount ability with value date of the date when STS is able to access the equivalent value.
3. If the customer is in payment default, subject to asserting further claims for damages, STS charges interest in the amount of its own liabilities to banks, at a minimum in the amount of 9 percentage points above the base lending rate of the European Central Bank; for consumers, the default interest rate is 5 percentage points above the base lending rate of the European Central Bank. The customer is at liberty to prove STS suffered no or considerably
   less damages caused by default.
   If the customer is in default with all or part of a delivery, all receivables of STS due from the customer become due immediately; any further deliveries will then only be made against prepayment or cash on delivery.
4. The customer’s rights to withhold payments or to refuse performance not based on wilful or grossly negligent breach of contract by STS or its (vicarious) agents and/or employees against pecuniary claims of STS are excluded unless the counterclaims exercising such rights are based on undisputed or determined without further legal recourse. This exclusion does not apply, in the case of defective partial deliveries or services paid by the customer, as long as STS does not supply the respective replacement or replacing services in advance against further payment obligations of the customer.
5. The customer may only offset against pecuniary claims of STS with counterclaims recognized by STS or determined without further legal recourse.
6. If after concluding the contract, STS obtains information that the customer may not be able to obtain credit in the amount corresponding with the order size, STS is entitled to withhold the goods and at its discretion require advance payment or a security prior to delivery; claims for
   damages due to non-performance remain reserved.
   If a circumstance becomes known for certain which precludes the absolute creditworthiness of the customer, all outstanding accounts of the customer become due immediately; in this case, any extension agreements etc. become void.

§ 4 Transfer of risk

1. The risk for deliveries is transferred to the customer at the time the goods are handed over to the carrier; this also applies to carriage paid deliveries by STS by way of exception. If the customer collects the goods from STS, the risk is transferred at the time the customer is
   notified the goods are ready for despatch.
2. The carrier, means of transport and transport route are determined by STS with its own due care unless specified by the customer in due time prior to expiry of the lead time. We choose the shipping method using equitable discretion without obligation to choose the fastest or cheapest shipping method/route.

§ 5 Lead times, call-off orders, default

1. Agreed lead times and delivery deadlines start with the customer receiving the STS order acknowledgement, however not before receiving any documents to be provided by the customer, particularly delivery and/or performance specifications, and not prior to making an
   agreed down payment.
2. Partial deliveries and/or performance are permissible; these are billed separately based on the scope of delivery.
3. Delays for reasons beyond the control of STS extend the lead times and delivery deadlines accordingly; this also applies if such delays arise if STS is already late. STS will promptly notify the customer of circumstances of this type.
4. In the case of delay in delivery and performance for which STS is responsible, the customer must set STS a appropriate grace period. If STS has not indicated being ready for delivery or performance at the end of this grace period, the customer is entitled to withdraw from the contract with respect to the outstanding part of the delivery or service or, in the event legal representatives or vicarious agents and/or employees of STS are at fault due to wilful intent or gross negligence, demand damages instead of fulfilment for this portion; in the case of partial default the customer indicates having no interest in partial fulfilment, he is entitled to the aforementioned rights with respect to the entire contract.
5. Delay of delivery and performance caused by the customer do not affect the agreed payment obligations and payment terms. If the customer is in default of acceptance or culpably violates other obligations to cooperate, STS is entitled to demand compensation for any damages incurred by this, including any additional expenditures. If the customer conclusively refuses to accept the goods for reasons beyond the control of STS, STS’s claim for damages is at least 15% of the net contract price without STS being obligated to prove the damages; the customer is free to establish STS suffered no or only minor damages.
6. If the acceptance deadline is not adequately indicated in call-off orders, it ends at the end of the current calendar year. If the customer calls off the call-off goods within the agreed period, STS is free to deliver the completed delivery without further notice or to store these at the expense of the customer. STS is further entitled to set the customer a grace period for acceptance and, in the event the grace period expires fruitless, to withdraw from the contract in whole or in part and/or demand compensation.

§ 6 Retention of title in goods and tools

1. STS retains ownership in the delivered goods – including partial deliveries – until the complete delivery has been paid in full.
2. Any machining or processing of goods subject to STS’s retention of title by the customer, which he is entitled to within the scope of the proper course of business, is on behalf of STS without obligations arising for said; STS also reserves ownership in these goods as per item. When combining, mixing or blending the goods subject to STS’s retention of title with other items or upon processing or machining, STS gains co-ownership in the new goods in relation to the invoice value of the goods subject to retention of title to the value of the new item; the customer will store the new item for STS with the diligence of a prudent businessman.
3. Subject to cancellation for reasons the customer is liable for, the customer shall be entitled to sell the goods owned or co-owned by STS in return for payment in line with the proper course of business. In this case, the customer hereby assigns his purchase price claim against the buyer including all security and ancillary rights from existing business relations in the amount of the respective arrears with STS to STS until all claims of STS have been paid in full; in the event goods co-owned by STS, this requirement only applies to the partial purchase price amount to the invoice value of the goods subject to retention of title.
   Stipulating a non-assignment clause with respect to the purchase price demanded from the buyer is not permitted.
4. Assignment as per item 3 is carried out as a precaution, provided that the customer remains entitled to collect the purchase price from the buyer, if and when he meets his payment obligations to STS or his financial circumstances do not deteriorate, in which case he must immediately notify STS. At the request of STS, the customer must provide STS with all documents and informations required to collect the purchase price; in the event the circumstances in sentence 1 arise, STS is entitled to notify the buyer of the assignment.
5. Upon request of the customer, STS undertakes to release the securities it is entitled to insofar as the realizable value of these securities exceed the receivables being secured by more than 10%; STS is free to choose the securities being released.
6. The customer is not entitled to pledging or to a transfer goods for security purposes owned or co-owned by STS; if such goods are seized by third parties, the customer must disclose the ownership structure to said and promptly notify STS and provide all documents required to intervene.
7. Tools, equipment and moulds, etc., STS produce or has produced in fulfilment of its obligations or on behalf of the customer remain the property of STS, including if the customer bears part of the respective manufacturing costs. The tools, equipments and moulds etc., are only used for the customer’s orders.