sales, supply and payment terms

As of 1^st January 2009

1. Exclusivity
Our deliveries and services occur exclusively under the following terms in their respective valid version. We do not accept any differing terms. At the latest by accepting the goods supplied by us the purchaser declares his agreement with our terms.

2. Terms of payment
Our terms of payment are as follows:
2 % cash discount for receipt of payment within 10 days
Full net for payments received within 30 days after delivery.
Granting cash discounts requires all due invoices to be paid. Cash discount is granted only on the turnover of goods, all other services such as freights, exhibits and pallets are payable without any deduction.
For incomplete packing units (e.g. started pallets) we invoice a consignment surcharge which is a firm component of our terms system.

3. Prices
Our prices apply starting from the indicated and/or agreed upon date and not automatically for 1 year. We reserve the right of adapting our prices, should there be an increase of raw material and energy purchase prices or other costs significantly affecting our costing for product manufacturing. We are entitled to raise our prices in the course of the year, giving a six week’s notice to the end of the quarter.
Starting from 1^st January 2009 our prices apply ex works. The transport and the cargo insurance are not included in our prices. This requires separate agreements.

4. Retention of title
Our products will remain our property until all debts deriving from the business relationship with the Purchaser – including those arising in the future – have been paid in full.
In the event of delay of payment, in the event of a substantial deterioration of the purchaser’s financial circumstances or judicial or extrajudicial insolvency proceedings being opened, we will be entitled to require the return of our products, without withdrawing from the contract. It is understood as agreed that the return transport costs have to be paid by the purchaser. It is not allowed to pledge the goods still being subject to retention of title to third parties or to transfer them as security.
As long as the purchaser is not in default of payment, he is entitled to process the goods or to resell them in the regular course of business. If our products are transformed into new movable property or mixed or combined with movable property which is not in our possession, this shall occur on our behalf, without placing us under any further obligation. These things will thus become our property or joint property and will be kept for us by the purchaser.
Claims arising from resale or further processing - also in the case of installation in property - are assigned to us by the purchaser with immediate effect and first priority in the amount of the invoice issued to the purchaser for the reserved goods or in the amount attributed to them in collective invoices.
If the purchaser fails to make payments in time, we will be entitled to disclose the assigned amount and to collect the assigned claim. The purchaser is obliged, on demand, to state the names of any garnishee as well as the above mentioned amounts.
If the value of our security volume exceeds our claims by more than 20%, we will be obliged, by purchaser’s request, to release - at our own option - parts of those securities.

5. Place of fulfilment, collection and transfer of risk
The place of fulfilment for all mutual liabilities is Leisnig.
The purchaser collects the goods himself with suitable for this purpose vehicle and personal or engages a competent third party. The right of delivery only exists during the general hours of opening of which the collector has to inform in advance. The collector should comply with the instructions of the warehouse staff.
The minimum purchase quantity is 3 complete pallets. Smaller quantities require a specific agreement for which one order is not sufficient. The transfer of risk according to § 446 German Civil Code including the transport risk according to § 447 German Civil Code shall pass to the Purchaser on delivery ex warehouse.
If Kerateam arranges the transport of the goods on the basis of a separate logistics agreement and for a therein agreed value to a place requested by the Purchaser, the transfer of risk nevertheless shall pass to the Purchaser on delivery ex warehouse. The Purchaser also takes the transport risk against which he has to insure at his own expense.
If the Purchaser renounces the transport insurance, any liability on the part of Kerateam concerning all transport risks including wrong delivery is excluded, as far as permitted by law.
Any costs of desired transport insurances shall always be borne by the purchaser. Any transport damage shall always be indicated immediately to the respective carrier in writing.

6. Liability for material defects
We are liable for ensuring that our earthenware wall tiles and porcelain stoneware tiles in first choice comply with the requirements of EN 14411 at time of delivery as stated in clause 5. However, due to the specific characteristics of the ceramics production, we shall assume no liability that deliveries will exactly correspond to submitted (laboratory) samples.
In case of second choice, the conditions of EN 14411 shall not apply. This kind of grading we shall call Handelssortierung (HS) [commercial grading].
Square metres specifications in our sales documentation as usual relate to the covered area, including the joints.
Apparent defects, e.g. breakage, decoration flaws, incomplete or wrong deliveries, must be reported in writing without delay, at the latest within one week, and, in any case, before processing the respective tiles, in order to preserve claims concerning material defects or rights of recourse pursuant to § 478 German Civil Code
Pallets shall be subjected to random sample checks within one week.
Claims are limited to a reduction in value or a replacement of the defective tiles. If latent defects become apparent after the tiles have been laid we will, apart from supplying new tiles, pay the reasonable cost for the necessary removal of the defective tiles and the reasonable cost of necessary relaying if we are responsible for this defect and in cases in which § 478 German Civil Code applies. We bear the costs up to a total of 150,000 € per damage event. Claims exceeding this liability, in particular for damages, are hereby excluded, insofar as they can be restricted or excluded by law in General terms of business.
A claim on reimbursement of costs for the removing and relaying of the tiles is not applicable if that one, who has supplied the end consumer with our tiles or built them in, is not liable for this toward the end consumer pursuant to § 280 par. 1 sentence 2 German Civil Code or pursuant to other legal reasons. Direct claims from the end consumer against us will remain unaffected as far as not inalienable by law.
Any claims by the purchaser concerning material defect liability for first choice material shall become time-barred within two years. In principle, second choice material is excluded from any quality claims. The limitation periods as far as not inalienable by law shall remain unaffected.
As far as Article § 478 German Civil Code is concerned, the purchaser engages to agree upon the shortest possible period of limitation when reselling and to pass this obligation on to its purchasers unless they are consumers.

7. Modifications of our products
Subsequent modifications to surfaces, especially by applying decorative designs, require our prior consent. Despite this agreement, we will not accept any liability as referred to in Clause 6. Modifications without our consent will result in unlimited liability and are pursued criminally.

8. Place of jurisdiction
Jurisdiction is, as far as legally permitted, Chemnitz.

9. Alteration of Contract
Any modifications and additions to the contracts concluded, as well as modifications of the present clause, shall only be valid in case we confirm them in writing or by fax.
In case of partial invalidity of or omissions within the present General terms of business or of the contracts, we shall be entitled to determine the contract’s contents according to Article § 315 German Civil Code, if no agreement may be achieved about these contents, taking into account what is as close as possible to the intentions of the parties.

10. Data protection
We would point out that personal data relating to our contract partners will be stored, communicated and, where necessary, processed in accordance with the German Federal Data Protection Act.