1. Area of Application
1.1 To the extent that nothing else is expressly agreed, the following general terms and conditions of business (hereinafter, "AGBs") exclusively apply to all delivery transactions of Hallufix AG, (hereinafter, "Hallufix"). Terms and conditions of business of the purchaser that are to the contrary to or deviate from the AGBs of Hallufix are not recognized, unless Hallufix expressly agrees to their applicability in writing. Without any reservation, the AGBs of Hallufix are applicable even if Hallufix undertakes a delivery with knowledge of the terms and conditions of business that are contrary to or deviate from these AGBs.

1.2 The following AGBs of Hallufix exclusively apply in respect of companies, legal entities under public law and special funds under public law.

2. Offer, Contract Conclusion, Sales Brochures
2.1 Offers, sales brochures, etc. of Hallufix are non-binding and represent an invitation to the purchaser to deliver an order to Hallufix.

2.2 Any order signed by the purchaser is a binding offer that Hallufix can accept within 4 weeks from its receipt by Hallufix, through a written order confirmation or by delivery.

2.3 The contract comes into existence upon the sending off of the written order confirmation of Hallufix to the purchaser or upon the performance of the delivery.

3. Prices, Payment
3.1 The prices of the respective current price list are applicable.

3.2 All quotations of Hallufix are in EURO ex works, plus the applicable statutory value-added tax and transportation and delivery costs.

3.3 The purchaser is to bear all tariffs, consular fees and other taxes raised based on foreign regulations, duties, fees, etc., along with the costs associated therewith.

3.4 Hallufix shall arrange for adhering to foreign packaging, weighing and customs regulations, to the extent that the purchaser provides exact information for this in a timely manner. The purchaser is to bear the associated extra costs.

3.5 To the extent that nothing else is agreed, all invoices of Hallufix are due for payment upon the purchaser's receipt and are to be settled immediately (but at latest within 10 days) after receipt, without any deduction. The place of payment is the registered place of business of Hallufix.

3.6 If the purchaser is in delay with its payment, Hallufix is entitled to require annual interest in the amount of 8% over the base interest rate. Moreover, Hallufix is entitled to require higher interest arising from a different legal grounds or assert additional damages.

3.7 The purchaser is not entitled to withhold payments based on counterclaims or offset payments with counterclaims, unless the counterclaims are undisputed or legally determined.

4. Delivery Dates, Force Majeure
4.1 If the purchaser does not perform its cooperation obligations and/or advance payments in a timely manner, the delivery dates are to be correspondingly postponed. Upon any culpable violation of a cooperation obligation by the purchaser (particularly non-acceptance of the goods), Hallufix is entitled to require compensation for the damages and additional expenditures arising thereby.

4.2 If Hallufix is in delay, the purchaser can require compensation for each completed week of delay in the amount of 0.5% (but at the most of a total of 5%) of the portion of the price that is allotted to the delivery that occurred too late.

4.3 Upon a delay in delivery due to any unforeseeable event that is outside the sphere of influence of Hallufix (e.g., any strike or lawful lockout, any operational disturbance, any delay in the procurement of materials based on any non-punctual delivery by any Hallufix suppliers – including Hallufix itself - that is not attributable to Hallufix, any civil war, any act of terrorism, any natural catastrophe, any import or export prohibition, any scarcity of energy or raw materials), the agreed periods for delivery are to be extended for the duration of the hindrance. If, as a consequence of an act of force majeure, it is permanently impossible (but at least for a period of time of four months) for Hallufix to make a delivery, it will be released from its delivery obligation. In any such event, the purchaser is entitled to withdraw from the contract.

5. Place of Performance, Shipment, Passage of the Risk
5.1 To the extent that nothing else is agreed, the place of performance is the registered place of business of Hallufix.

5.2 If, at the request of the purchaser, Hallufix itself or a third party assigned by it undertakes the shipment of the goods, the choice of the means and routes of transportation are at the discretion of Hallufix. Packaging and shipment expenses will be invoiced to the purchaser separately, unless, based on an express agreement, such costs are contained in the prices of Hallufix. Deliveries will be insured only at the express request of the purchaser and at its charge.

5.3 The risks of accidental loss and of the accidental deterioration of the goods pass to the purchaser at the point of time at which the goods leave the distribution warehouse of Hallufix or, where shipment has been made, upon the delivery to the forwarder, freight carrier or collector (also for transport with the purchaser's means of transportation). If the shipment is delayed by the purchaser, the risk passes to the purchaser upon the notification of readiness for shipment by Hallufix.

6. Retention of Title
6.1 Until full payment, the goods that are delivered remain in the ownership of Hallufix. If there are ongoing invoices, the goods secure the particular payment balance request of Hallufix.

6.2 To the extent that the realisable value of the security rights of Hallufix continuously exceeds the amount of all secured claims by more than 10%, Hallufix, at its choice, shall release a corresponding portion of its security rights.

6.3 The purchaser is not entitled to pledge or convey for security the goods delivered by Hallufix. Nonetheless, if a third party acquires rights to the secured property, then the purchaser hereby assigns to Hallufix all its rights to the secured property that arise thereby. Hallufix accepts the assignment. The purchaser is obligated to immediately inform Hallufix if, regarding the secured property, any pledge, seizure or other disposition takes places on the part of a third party.

6.4 The purchaser is entitled to resell the goods delivered by Hallufix in the ordinary course of business only on the condition that it receives payment from its customer or it sells such goods only under the reservation that ownership does not pass to the customer only until complete payment. In any such event, the purchaser hereby assigns all receivables from the resale of the secured property, including any payment balance requests, to Hallufix. Hallufix accepts the assignment. In any such event, the purchaser is obligated to deliver to Hallufix a list of the obligors for the assigned receivables, with all information and pertinent documents necessary for collection.

6.5 As long as the purchaser duly fulfills its contract obligations vis-à-vis Hallufix, it is entitled to collect on the receivables that have been assigned to Hallufix for security, under the condition that, from the incoming funds, the satisfaction of the purchase price clams of Hallufix have priority. In the event of the continuous delay of payment of the purchaser and upon each material degradation of its commercial situation that occurs, particularly cessation of payment, protest of a bill, etc., the rights of the buyer to resell the goods subject to retention and collect the assigned receivables expire. In any such event, the purchaser is obligated to disclose the assignment to the debtors of the assigned receivables and require payment to Hallufix up to the amount of the purchase price claims to which Hallufix is entitled. Moreover, in any such event, Hallufix is entitled to disclose the assignment and require payment to Hallufix up to the amount of the purchase price claims to which Hallufix is entitled. In any such event, the purchaser is obligated to deliver to Hallufix a list of the obligors for the assigned receivables, with all information and pertinent documents necessary for collection.

6.6 If the retention of title in the preceding form is not effective under the laws of the country of destination, then the purchaser must participate in the substantiation of corresponding security rights for EADS under the regulations of its country.

7. Rights of the Customer upon Defects
7.1 For the determination of any defects, the purchaser must immediately examine the goods after receipt of delivery and, if an obvious defect appears, notify Hallufix of same in writing within one week of the receipt of the delivery.

7.2 The purchaser must notify Hallufix of any non-obvious defects at the latest within one year of the receipt of the delivery. If the customer neglects the exclusion periods set forth in Numbers 7.1 and/or 7.2, the goods will be deemed to be approved, with the consequence that the customer loses its defect rights under Numbers 7.3 and 7.5.

7.3 If the goods turn out to be unsatisfactory, at its choice, the customer can require the elimination of the defect or the delivery of a defect-free item as subsequent performance.

7.4 Hallufix may make the subsequent performance dependent on the purchaser paying a portion of the contractually owed compensation that corresponds to the value of the defective goods. Hallufix may refuse the selected type of subsequent performance if it is associated with disproportionate costs.

7.5 If a rectification of defects by Hallufix fails twice, Hallufix refuses both types of subsequent performance or Hallufix does not provide the subsequent performance within an appropriate period set by the purchaser, the purchaser has the right to reduce the purchase price or withdraw from the contract. Moreover, instead of the service, the purchaser may require compensation for futile expenditures or compensation for damages. The rights of the purchaser to withdrawal and compensation for damages instead of the service are barred if the defect of the goods is merely insignificant.

7.6 The purchaser is not entitled to any rights that are based on defects that are only of a visual nature, were caused by normal wear and tear, or were caused by handling of the goods by the purchaser or a third party that did not correspond to the guidelines of the operating instructions or other written recommendations on use on the part of Hallufix (e.g., improper use, maintenance or storage).

7.7 The claims of the purchaser are time-barred one year after receipt of the delivery of the goods.

7.8 If an expendable part (e.g., a tape binding) possesses an average life span that is shorter than the period of limitation under this provision, the defect rights of the purchaser are to be asserted within the average life span. The statutory period of limitation for fraudulently concealed defects remains unaffected.


8. Liability
8.1 Without limitation, Hallufix is liable for intentional acts and gross negligence in the event of injury to life, body or health, even for any form of ordinary negligence.

8.2 In all other respects, to the extent that material contractual obligations (material obligations) are violated, Hallufix is liable solely for ordinary negligence, which is limited to damages that are contractually anticipated and foreseeable, but at the most of up to the exchange value of the goods that triggered the damages. Material obligations are understood to be such obligations that the contract must impart to the contracting parties according to its meaning and purpose or the fulfilment of which generally facilities the proper implementation of the contract and the adherence to which the contracting parties may regularly rely on.

8.3 For any event of ordinary negligence (except for any injury to life, body or health), any liability for indirect and unforeseeable damages, along with consequential damages, lost profits, missed savings and financial losses based on claims of third parties, is barred.

8.4 Without consideration for the legal nature of the asserted claim, any additional liability provided in these General Terms and Conditions of Business is barred.

8.5 The liability limitations and/or exclusions under Numbers 8.2, 8.3 and 8.4 are not applicable to statutory liability that is independent of fault (particularly arising from a warranty or under product liability law).

8.6 To the extent that the liability of Hallufix is barred or limited under Numbers 8.2, 8.3 and 8.4, this also applies to the personal liability of its appointees, employees, governing bodies, representatives and vicarious agents.

9. Industrial Property Rights and Copyrights
9.1 Without limitation, Hallufix reserves all ownership rights, industrial property rights and copyrighted rights to use in all illustrations, designs, technical specifications and other documents (hereinafter, "Documents"). The Documents may be made accessible to third parties only after the previous written consent of Hallufix.

9.2 If, based on a right to which it is entitled through a violation of an intellectual property right by contractually used goods that are delivered by Hallufix, a third party asserts claims against the purchaser, Hallufix shall, at its choice and at its expense, either acquire a right to use for the relevant goods, change the goods in such a way that there is no longer a violation of the intellectual property right or exchange the goods. To the extent that this is not possible or reasonable for Hallufix, the purchaser is entitled to statutory withdrawal or reduction rights. Damaged claims exist only in accordance with the conditions of Number 8. All claims of the purchaser are time-barred in the period specified in Number 7.7.

9.3 The obligations of Hallufix under Number 9.2 are applicable only to the extent that the purchaser immediately informs Hallufix in writing of any claim that is asserted by a third party, it does not itself admit the violation and Hallufix reserves the right to engage in all preventive measures and settlement negotiations. If the purchaser discontinues the use of the goods for reasons related to damage reduction or other important reasons, then it must point out to the third party that no acknowledgement of a violation of an intellectual property right is connected with this.

9.4 Any claim of the purchaser is barred to the extent that the purchaser itself was responsible for the intellectual property right violation, it was caused by the use of the goods that was not foreseeable by Hallufix, or it was caused by the fact that the goods were changed by the purchaser or were used together with products that were not supplied by Hallufix.

10. Applicable Law, Place of Performance, Area of Jurisdiction, Savings Clause
10.1 Any amendment or supplement to these AGBs requires written form. This also applies to any amendment to this written form clause.

10.2 For all legal relationships between Hallufix and the purchaser, the laws of the Federal Republic of Germany are exclusively applicable, to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.3 The exclusive area of jurisdiction for all disputes arising under the commercial relationship is the registered place of business of Hallufix.

10.4 If an individual provision of these General Terms and Conditions of Business or parts hereof should be or become totally or partially ineffective, the effectiveness of the General Terms and Conditions of Business is affected by this in all other respects. In place of the ineffective provision, the parties shall agree to an effective provision that comes as close as possible to the ineffective provision in actual, legal and economic respects. This is likewise to be undertaken if the General Terms and Conditions of Business possess a gap.

Hallufix AG, Tulbeckstr. 32, 80339 München; updated March 2007.

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