General Terms

 valid from  Jan 2015

 Important note to direct business:

 These terms and conditions apply only for direct business with the commercial agency PURES-tubes

 PURchasing and salES Holger Villnow and invoicing of this. All existing terms and conditions of the

 represented companies remain unaffected.

 General sales conditions of the commercial agency

 PURES-tubes PURchasing and salES Holger Villnow

 § 1    Scope

 § 2    Offer and contract conclusion

 An order is accepted if a confirmation of order has been created or with invoicing at delivery within

 three working days.

 § 3    Handed over documents

 If the customer documents such as drawings or the like provides, he is solely responsible for the

 accuracy of this documentation. Consequence-costs or additional costs due to that fact bear the

 customer.

 § 4    Prices and payment

 (1) Unless otherwise agreed in writing, our prices are ex works, packaging exclusively, plus VAT

      at the applicable rate. Costs for transport and packaging are charged separately.

 (2) The payment of the purchase price shall be made only to the named account in the invoice.

      The cash discount is allowed only with written agreement.

 (3) Unless otherwise agreed, the purchase price has to be paid within 14 days after billing. Default

      interest shall be charged from the third reminder in the amount of 3% above the base interest

      rate pa. The right to claim higher damages remains reserved.

 (4) Unless a fixed price agreement has been made​​, reasonable prices are subject to change, due

      to changes in labour, material and distribution costs for supplies, which are 3 months or later

      after signing the contract.

 § 5    Delivery time

 (1) The beginning of our quoted delivery time requires the timely and proper fulfillment of the

      obligations of the customer. The right of defense of unfulfilled of contract is reserved.

 (2) If the customer is in acceptance delay or he culpably violates other cooperation obligations,

      we are entitled to damage caused by this to demand, including any additional expenses as a

      substitute. Further claims remain reserved. If the foregoing conditions are present, the risk of

      accidental loss or accidental deterioration of the goods passes at that time to the customer,

      to which he is in default of acceptance or debtor's default.

 § 6    Transfer of risk at the dispatch

 With the dispatch of the goods to the buyer, at the latest when leaving the factory / warehouse,

 the risk of accidental loss or damage to the goods passes over to the buyer. This applies regardless

 whether the shipment of goods takes from the place of performance or who bears the freight charges.

 § 7    Reservation of ownership

 (1) We reserve title to the delivered goods until full payment of all claims from the contract. This

      also applies to all future deliveries, even if we do not rely explicitly on this. We have the right

      to take back the purchased item if the buyer breaches the contract.

 (2) The customer is obliged, as long as ownership has not passed to him to consider the purchased

      goods carefully. In particular, he is obliged to insure it at his own expense against theft, fire and

      water damage at replacement value. If maintenance and inspection work have to be carried out,

      the customer has to execute them in time at his own expense. As long as ownership has not

      been transferred, the customer has to notify us immediately in writing if the delivered goods are

      seized or exposed other interference by third parties. If the third party is not able to reimburse

      us for the judicial and extrajudicial costs of a claim under § 771 ZPO, the customer is liable for

      our loss.

 (3) The buyer is entitled to sell the goods in the ordinary course of business. The receivables of the

      customer from the resale of the goods the buyer hereby assigns to us in the amount of the

      mutually agreed final invoice (including VAT). This assignment shall apply regardless of whether

      the goods have been resold without or after processing. The customer remains entitled to collect

      the claim even after assignment. Our authority to collect the claim ourselves remains unaffected.

      However, we will not collect the claim, as long as the customer meets his payment obligations

      from the proceeds, is not in default and no petition is filed for the commencement of insolvency

      proceedings or suspended payments.

 (4) The handling and processing or transformation of the goods by the purchaser takes always in

      our name and on our behalf. In this case, the expectant right of the customer continues to the

      purchased item resp. the reconstructed object. If the purchased item will be processed with

      other items not belonging to us, we will acquire ownership of the new item proportionate to the

      objective value of our goods to the other processed items at the time of processing. The same

      applies to the case of mixing. If the mixing takes in such a way that the cause of the customer

      is regarded as the main thing, it is agreed that the customer transfers us pro rata co-ownership

      and keeps safe the resulting sole ownership or joint ownership for us. To secure our claims

      against the buyer the buyer assigns also those receivables to us, which arise through the

      combination of the goods with a plot against a third party. We accept this assignment

      already now.

 (5) We commit ourselves to release the securities due to us to the request of the customer, so

      far their value the secured claims by more than 20% exceeds. 

 § 8    Warranty and complaints  and recourse / manufacturer recourse

 (1) Warranty rights of the purchaser assume that he is his according to § 377 HGB owed inspection

      and complaint properly fulfilled.

 (2) Warranty claims expire by 12 months after effected delivery of the by us supplied goods at our

      customer. Before a possible return shipment of any product our consent must be obtained.

 (3) If, despite all expended care the delivered good have a defect, which already existed at the time

      of transfer of risk, we will under our option rework the goods or provide replacement, subject to

      timely complaint. It is always give us the opportunity of subsequent fulfillment within a reasonable

      time. Recourse claims remain unaffected by the above rule without restriction.

 (4) If subsequent performance fails, the customer can withdraw from the contract or reduce payment -

      regardless of any compensation claims.

 (5) Warranty claims do not exist with only insignificant deviation from the agreed quality, with only

      minor impairment of usefulness, of normal wear and tear as well as damages which arise after

      the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment or

      special external influences. If ​​improper maintenance works or modifications are made by the

      customer or third party, warranty ​​claims for these actions and the consequences resulting

      therefrom are likewise excluded.

 (6) Claims by the purchaser because the for the purpose of supplementary performance, in particular

      transport, infrastructure, labour and material costs, are excluded, unless the expenses increase

      because the delivered good has subsequently been transported to a place other than the premises

      of the customer, unless doing so complies with its intended use.
 (7) Rights of recourse from the customer against us only in so far as the customer has with his

      customer no made over the mandatory statutory warranty claims agreements in addition. For

      the scope of the right of recourse of the customer against the supplier also item (6) shall apply.

 § 9    Statement of Privacy

 § 10    Others

 (1) If a buyer, who is resident outside of Germany (foreign customer), or his representative pick up

      goods, or they transport or ship these goods in foreign countries, the buyer has to procure the

      required fiscal proof of export. If such proof is not provided, the buyer has to pay the current

      turnover tax on the invoice amount for deliveries within the Federal Republic of Germany.

 (2) For deliveries from Germany to other EU - Member States the buyer has to transmit his VAT

      identification number before the delivery, under which he will carry out the taxation of the

      acquisition within the EU. Otherwise, he must pay for our supplies the from us legally due sales

      tax in addition to the agreed purchase price.

 (3) The sales tax legislation of the beneficiary Member State shall apply during settlement of supplies

      from Germany to other EU Member States, either if the purchaser is registered in a EU member

      state for sales tax or if we are registered in the recipient Member State for VAT purposes.

 (4) This Agreement and all legal relationships are subject to the laws of the Federal Republic of

      Germany excluding the UN Sales Convention (CISG)

 (5) Performance and exclusive jurisdiction for all disputes arising under this conditions and/or

      contract is our Nuremberg place of business unless stated in the order confirmation otherwise. 

 (6) Changes and additions to these conditions and purchase agreements based on this shall be in

      writing. This also applies to any change of this writing clause.

 (7) If some terms of these conditions or of the contract should be invalid or become invalid or should

      the contract be incomplete, the remaining content of the contract is not affected. The invalid

      terms have to be replaced by a clause that legally resembles the invalid clause as closely as

      possible in sense and purpose. The same is true for possible gaps.