general conditions of sale

GENERAL CONDITIONS OF SALE FOR ECP D.O.O. AND ITS SUBSIDIARIES.

Article 1    These general conditions and the special conditions shall be the only conditions applicable to our contracts, to the exclusion of the purchaser's general conditions.  Our offers shall in no way be binding, even if they include a period [of validity].  Orders, whether sent to  us direct or via  our commercial  intermediaries,  shall  not be  considered to  have been  accepted  until  we  have issued written confirmation.   No derogation to these general conditions and  no modifica tion of our offers shall  be valid unless         accepted by us in writing.

Article 2    We shall endeavour to meet delivery deadlines but they are shown for the purposes of information only.  Part-delivery and part-invoicing shall be admissible.

Article  3     Unless  expressly  provided,  risk  or loss  of or  damage  to  the  goods  shall  be  transferred  to  the  purchaser when  the  goods aremade available to the first carrier on leaving our premises.  Deferment of the transfer of ownership pursuant to Articles  1 1   or  12 shall have no effect on this transfer of risks.

Article 4    We shall  guarantee  the  quality,  quantity and  weight of our products  only  as  at  departure  from  our ,  warehouses. In order to be admissible, complaints regarding missinq or defective goods must be notified to us immediately and confirmed to us  in writing  within  eight (8) days of receipt of the goods. The  purchaser must make  all  necessary arrangements for the goods to  be inspected by the parties, their agents or any other third parties appointed by it, if necessary in the presence of both parties. Whatever the cause of the complaint and  in so far as permitted by law,  our contractual and extra contractual liability shall be limited,   at  our  choice,   to   replacing   goods   acknowledged   to   be   insufficient  or  defective   free   of  charge,   or  repaying  the   cost thereof.

Article 5 In the event of damaged or missing goods, the purchaser must also make all arrangements to safeguard the rights of the parties in relation to the carrier and the insurer, particularly by issuing claims or reservations against the carrier within the prescribed periods and providing all necessary details, in accordance with the regulations governing the shipment at issue.

Article 6    Cases of force majeure and,  in general,  all circumstances which might prevent,  reduce or delay manufacture or despatch, or which  make  it exorbitant for us to  perform  our undertakings,  shall entitle  us,  as  appropriate,  to terminate,  reduce or suspend performance   of   our   undertakings,    in   which   case   the   purchaser   may   not   claim   damages.    The   terms   force   majeure   and circumstances   shall   be   deemed   to   refer  to   events   such   as   war,   mobilization,   strike   or   lock-out,   riot,   social   conflict,   machine breakage   or   warehouse   stoppage,   explosion,   fire,   natural   disaster,   flooding,   restricted   transport   facilities,   difficulties   in   obtaining supplies of raw materials or power,  any sort of intervention by the public authorities, or any cause or circumstance beyond our reasonable control. This is not an exhaustive list.

Article 7 In the event of the reduced or potentially reduced solvency of the purchaser or of some change in its legal or financial status, we reserve the right to terminate any outstanding contracts in which event any monies payable under such contracts shall become immediately payable, or to require guarantees. The same applies when political events, economic difficultie or legislative or administrative measures directly or indirectly prevent or delay the transfer of funds.

Article 8    Our prices on domestic market include customs duties and tax, which must be paid in order to place the goods on the market. Our prices for foreign markets exclude customs duties and all kinds of tax, which must be paid in addition by the purchaser. As a domestic market, the market where the invoicing body have its official location is ment.

In so far as permitted by the law of the country of the invoiced currency,  sums unpaid at the due date shall be subject, ipso jure and without the need for formal notification, as from the due date, to interest either at prescribed interest rate or  three points above the discount rate ruling  at the  due date  in  the  country of the  invoiced  currency,  or at a  rate  one  and  a  half times  the  statutory interest rate-ruling   in  that  country,   whichever  is  the  greater.   Failure  to   pay   at  the  due  date   shall   make   all   other  amounts  owed   by  this purchaser immediately payable.  No setting off against disputed debts is admissible. Any default in payment shall further entitle us to terminate forthwith all outstanding  contracts with the purchaser,  whether or not performance of such contracts has commenced, without any formalities and subject to damages. A  sum  shall   be  deemed  to   have  been   paid  when   it  becomes  available  -  definitively  and  without  recourse  from  third   parties associated with the payment method - to our invoicing establishment or, if the debt is being assigned, to the assignee thereof,  in its own country and in the invoiced currency.

Article 9    In the event that, at the request of the purchaser, the price has been determined and invoiced in a currency different from the  national   currency  of  our   invoicing   establishment,   the   purchaser  shall   compensate   our  invoicing  establishment  for  any  loss resulting from vari  ation in the  rate of exchange of that currency relative to the national currency ot our invoicing establishment which   might   have   occurred   between  the   date   when  the   sale   price   was   determined   and   the  date   of  payment  determined   in accordance with Article 8.

Article   10  The   purchaser  shall   undertake  to   accept  and/or  collect  documents  on  first  presentation  by  the   bank  or our  commercial intermediaries. It shall undertake to make all arrangements to transfer funds on the due date but payment shall not, irrespective of such arrangements,  have occurred until fund are received by our invoicing establishment as provided in Article 8.

Article   11 ALL GOODS DELIVERED SHALL REMAIN OUR PROPERTY UNTIL AMOUNTS RECEIVABLE BY US, HOWEVER THEY ARE INCURRED, HAVE BEEN PAID IN FULL. PAYMENT HAS THE MEANING DEFINED IN ARTICLE 8. WHERE THE GOODS SUBJECT TO OUR RESERVATION OF TITLE ARE PROCESSED OR MIXED WITH OTHER GOODS, THE OWNERSHIP OF THE PROPORTION OF THE FINISHED PRODUCT OR OF THE TOTAL GOODS DERIVED FROM THE RATIO BETWEEN THE VALUE OF THE GOODS SUBJECT TO A RESERVE ON OWNERSHIP AND THAT OF THE FINISHED PRODUCT OR THE TOTAL GOODS SHALL AUTOMATICALLY BE TRANSFERRED TO US. THE RIGHTS OF OWNERSHIP OR CO-OWNERSHIP RESERVED FOR US OR TRANSFERRED TO US IN PURSUANCE OF THIS ARTICLE DOES NOT UNDER ANY CIRCUMSTANCES CREATE ANY LIABILITY IN RESPECT OF SUCH PRODUCTS A GOODS, AND THE PURCHASER SHALL INDEMNIFY US AGAINST ANY SUCH LIABILITY SO INCURRED. AMOUNTS RECEIVABLE BY THE PURCHASER AS A RESULT OF THE LOSS, DAMAGE OR RESALE OF THE GOODS SUBJECT TO A RETENTION OF TITLE ARE TO BE TRANSFERRED TO US. IF THESE GOODS ARE LOST. DAMAGED OR ASSIGNED AT THE SAME TIME AS OTHER GOODS OR SERVICES OR AFTER PROCESSING OR MIXING, ONLY THAT PROPORTION OF THE AMOUNTS RECEIVABLE THAT CORRESPONDS TO THE VALUE OF THE GOODS SUBJECT TO THE RETENTION OF TITLE IN RELATION TO ALL THE AMOUNTS RECEIVABLE BY THE PURCHASER RELATING TO THF. EVENTS OR OPERATIONS MENTIONED ABOVE SHALL BE TRANSFERRED TO US. WE MAY REQUEST THE PURCHASER TO ADVISE OR NOTIFY DEBTORS OF THE ASSIGNMENT OF THE DEBTS. BEFORE THIS REQUEST IS MADE, THE PURCHASER SHALL MANAGE THE RECOVERY OF DEBTS ON OUR BEHALF.

Article  12 EVEN IF THE RETENTION OF TITLE PROVISION DETAILED IN ARTICLE 11 DOES NOT APPLY, THE OWNERSHIP OF THE GOODS SHALL NOT BE TRANSFERRED TO THE PURCHASER UNTIL  DELIVERY.

Article 13 Advice and information on our goods that is shown in brochures or other media is given in good faith and corresponds to the state of the art at the time that these media are published. It shall not incur our liability and shall not relieve the purchaser from checking for itself the suitability of our goods for the intended uses. We exclude all liability in the event that the property right sof third parties are infringed through the use of our products.

Article  14 The nullity of non-applicability of any of these general conditions of sale or special conditions shall not vitiate the validity of its other provisions. The invalid provisions shall so far as possible be replaced by valid provisions that have a comparable economic effect.

Article   15 The applicable law is that of the country of invoicing by our establishments or subsidiaries. Except where the applicable law is German law or as otherwise provided by these general conditions or special conditions, Article 2 to 88 of the Vienna Convention dated 11 April 1980 on the international sale of goods shall apply to all our sales. Trade terms shall be interpreted in accordance with the rules laid down by the most recent edition of International Chamber of Commerce INCOTERMS, except as otherwise provided in these general conditions or special conditions.

Article  16 Any dispute between parties which cannot be resolved amicably shall be brought before the courts of the location of the invoicing body.

Article   17 The seller reserves the right to bring the dispute before another court having jurisdiction with regard to the location or activities of the purchaser.