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TERMS OF PURCHASE valid for: KOESTER GmbH & Co. KG

I.	General provisions
	The following general Terms of Purchase of the Buyer (hereinafter referred to as BU) shall apply exclusively with respect to all goods and services ordered by BU, including such goods and services as BU may order in future. Other terms and conditions shall not form a part of the contract, even if BU does not expressly object to them. General Terms and Conditions of Business of the Seller (hereinafter SE) shall apply only, if and to the extent BU has expressly consented to them in writing. The Order Number of BU is to be quoted in all correspondence and other documents, including invoices.

II.	Offers, Orders and Order Confirmations
	Offers shall be free of charge. SE shall, in its offer, not deviate from the request for tender with respect to amount, characteristics and design and shall, in the event of such deviation, make express reference thereto. SE shall be bound by its offer for a period of no less than 12 weeks. Orders of the BU shall be placed in writing and shall be confirmed in writing by SE without delay.

III.	Prices
	The agreed prices are fixed prices net without VAT and shall be deemed to include packing and shipping free site of use. If the parties agree otherwise, the costs for freight and packing shall be shown separately in the invoices, or BU shall perform shipping itself.

IV.	Execution of Orders, Observance of Regulations
	SE covenants to observe the relevant legal and administrative regulations in performing the Agreement. The goods or services must conform to the safety, work safety, accident control, relevant standards, DIN, VDE and other requirements/regulations. All of the documentation necessary for acceptance, operation, servicing and repair shall form a part of the scope of delivery in each case.

V.	Delivery delays
	The delivery period set forth in the order shall be binding. BU must be informed at once, in writing, where delays in effecting delivery are expected, and such notification shall include an indication of the reasons for and the expected duration of the delay. In the case of a delay in delivery, BU shall be entitled to demand lump-sum damages for delay in the amount of 2 % of the value of the delivery, per complete week of delay, but in any event not more than 10 %. Rights are reserved with respect to further claims under applicable law. SE shall have the right to prove that no damages, or minor damages, have arisen as a result of delay. The lump sum damages shall thereupon be reduced accordingly.

VI.	Instructions on Shipping and Packing
	SE shall bear all risks up to the place of delivery. For shipping, the most economical shipping alternative shall be chosen unless BU has expressly stipulated a particular means of shipping. Additional costs for express shipping in order to comply with delivery dates shall be borne by the SE if the express shipping is a result of delays for which SE bears responsibility. As packing material environmentally friendly products shall be used. SE covenants to BU that it shall recover packing material at its own expense, pursuant to the German Packing Regulations (VerpackV). The place of performance or the duty of recovery pursuant to § 4 VerpackV shall be the place where custody of the goods is transferred. The return of shipping packing materials of previous deliveries, which shall be free of charge to BU, may also be effected at the time of a subsequent delivery by SE. All damages arising from improper packing shall be borne by SE. Every shipment shall include a bill of delivery stating our order number, and shall, per agreement of the parties, include a full Goods Identification Document and a Certificate of Analysis. The address stipulated by BU for the consignment note shall be observed precisely. Goods acceptance hours for deliveries shall be stated in the order letters; deviations from these hours are possible ONLY upon consultation with BU.

VII.	Passage of Title
	BU shall acquire unlimited title to the subject goods or services upon taking custody of and accepting the same. By transferring the goods or services to the custody of BU SE is representing that SE is fully entitled to dispose over the same and that no rights of Third Parties exist.

VIII.	Invoicing and Payment
	The invoice must include the order number. Payment shall be effected upon complete receipt of goods or upon complete performance of services and upon receipt of the invoice, unless the parties otherwise agree, within 14 days with 3% cash discount or net 30 days. An assignment of claim to a Third Party shall require the consent of BU.

IX.	Warranty
	SE shall bear liability under the provisions of applicable law for legal and material defects. The goods supplied must comply with the design requirements prescribed by BU as to quality and quantity. Upon the giving of a justified notice of defect, defects of all kinds shall be eliminated by SE; this shall apply even where such defects are not discovered until such time as the relevant goods are used or processed. BU reserves its right, to claim in individual cases abatement, rescission, replacement and damages. With respect to defects in connection with job processing, the claims of BU against SE shall likewise extend to the product provided, (products provided shall be treated as SE’s own product as from such time as SE receives them). SE shall be obliged to monitor the quality of the products provided and to notify BU of defects, changes, etc. SE’s warranty applies for 24 months in duration. It shall commence with the delivery of the goods. As from the time that a notice of a defect is communicated by the BU, the running of the warranty period in respect of the defect shall be suspended for the duration of the examination of the defect by SE, in cases of first [sic] delivery/cure until a replacement and/or the restoration of serviceability of the repaired good. SE shall warranty the replacement and/or the repairs of goods as being free of defects from the date of (re-) delivery to BU for a warranty period of 3 months that shall not, however, end before the expiration of the original warranty period for the delivered goods. In urgent cases involving danger to operational safety and in order to mitigate any disproportionately large damages (in such cases SE must be informed at once thereof), or where SE is in default of eliminating the defects or effecting replacement delivery, BU shall be entitled to eliminate the defect itself or to have it eliminated by Third Parties and to demand reimbursement by SE of the necessary costs.

X.	Place of Fulfilment
	The Place of fulfilment is the plant of BU in Altendorf.

XI.	Choice of Forum
	The Courts of jurisdiction is Bamberg. German law applies.

KOESTER GmbH & Co. KG Industriestrasse 2 96146 Altendorf, Germany Phone: +49(0)9545-48 0 Fax: +49(0)9545-48 111 www.koester.de E-Mail: info@koester.de


General Terms and Conditions of Sale

I.	Exclusive Validity of the Terms and Conditions of Sale
1.	The legal relations of the contracting parties shall be governed exclusively by the following terms and conditions. Any contradictory terms and conditions of the purchaser shall require the written confirmation of the vendor in order to be valid. Even if the vendor does not explicitly contradict such terms, this shall not be regarded as tacit acceptance thereof.
2.	The terms and conditions and any other agreements set out below shall remain binding, even if individual parts should be legally invalid.

II.	Formation and Content of the Agreement
1.	Offers shall always be subject to confirmation. Orders shall require the written confirmation of the vendor. The contents of the confirmation, against which the purchaser must immediately make objections in the event of deviations from or inconsistencies with his order, shall be exclusively authoritative.
2.	Oral or telephone agreements or statements (e.g. by representatives) shall only come into effect once they have been confirmed by the vendor in writing.
3.	Partial deliveries shall be permitted, provided that the purchaser is not unreasonably disadvantaged as a result thereof.
4.	Models, upon which a delivery is based, shall only be regarded as approximations.
5.	Slight deviations in material composition and color, through which the value and suitability of the delivery item are insignificantly diminished, shall remain reserved (i.e. shall be permitted).
6.	The vendor also reserves the right to carry out technical modifications that do not impair the application purpose. The vendor shall only be liable for the physical unobjectionability of the raw materials used within the scope of the warranties of the suppliers.
7.	The durability, water-resistence and light-fastness of the used printers’ ink and the colors of the paper, foils and other raw materials are not guaranteed, unless these attributes are explicitly ensured.

III.	Prices
1.	The prices are net prices and do not include VAT. They shall be valid delivery ex works Altendorf, provided that they are not explicitly confirmed otherwise; EXW Altendorf, Incoterms 1990.
2.	Should significant cost elements arise between the conclusion of the agreement and delivery, both contracting parties are bound to enter into negotiations with the objective of determining new prices. Should these negotiations not lead to a satisfactory conclusion within a reasonable time, both contracting parties shall have the right to withdraw from the agreement. Any additional requirements are excluded.
3.	Costs for printed documents, drafts, plates, samples and any other preparatory work, which the vendor has created or carried out at the request of the purchaser, shall be charged for, even if an order is not then forthcoming.

IV.	Terms and Conditions of Payment
1.	Provided that is not otherwise agreed, the payment must take place within 30 days of the billing date without any discount, or within 14 days with a 2 % discount, or within 7 days with a 3 % discount. Discounts shall not be granted, if previous bills are still outstanding.
2.	Should the period of payment be exceeded, interest shall be levied at the current rate for short-term credits at a rate at least 2 % above the current basic rate of the European Central Bank. Further claims of the purchaser shall not be affected hereby.
3.	Customer bills of exchange and acceptances may only be received in payment in accordance with an advance arrangement and against reimbursement of the utilization costs. These expenses shall be calculated from the due date of the financial obligations. The term of the Bill of Exchange or acceptance shall commence at the latest on the billing date. Any prolongation is excluded. Payments by check shall only be regarded as made when the check has been honored. In the case that Bills of Exchange, checks or any other means of payment of the purchaser are not honored, all the accounts payable of the purchaser, including those covered by ongoing acceptances, shall become due immediately.
4.	The purchaser shall not be entitled to withhold or offset payments as a result of any counter claims, including warranty claims, unless these counter claims have been recognized or confirmed in law.
5.	Should the financial circumstances of the purchaser significantly deteriorate, or should the purchaser be in arrears with his financial obligations, the vendor may demand the immediate payment of all outstanding debts, including those not yet due, and demand cash payment for all outstanding deliveries before the deliveries are made. Should the purchaser not comply with these demands, the vendor may withdraw from the agreement. He shall furthermore be entitled to have any goods still located on the premises of the purchaser retrieved at the cost of the purchaser.

V.	Delivery Period
1.	Delivery periods and deadlines shall not be binding, provided that definite delivery periods have not been explicitly agreed. The purchaser reserves a correct and punctual supply by his suppliers, provided that he has selected them with the level of care typical in commercial relations.
2.	The delivery period shall commence on the date of the order confirmation, but not before the receipt of all the documentation required in order to carry out the order; it shall end on the day the goods leave the supplying factory or are stored if their dispatch is impossible.
3.	Should the purchaser request modifications to the order after the order has been confirmed, which affect the production time, the delivery period shall first commence after the modification has been confirmed.
4.	Should the delivery be delayed as a result of unforeseeable complications, which despite reasonable care being taken in accordance with the circumstances of the case in question could not be averted by the vendor, with regard to which it is irrelevant whether they arise in the vendor’s own company or in external companies, upon which the manufacture is dependent – e.g. acts of God, intervention by the authorities, war, transport difficulties, strikes and lock-outs, machine failures, delays in the supply of essential raw materials or shortage of energy – then the delivery period shall at least be extended by the duration of the complication. Should the delivery be impossible, both contracting parties may withdraw from the agreement. Claims for damages of any type are excluded, unless the vendor acted with gross negligence or intention.
5.	Should the purchaser delay acceptance regarding parts of the order, the vendor shall not be obligated to deliver further parts of the order. The same shall apply, should the purchaser delay acceptance with regard to one of multiple individual orders.
6.	In the event of a delay in delivery, the purchaser must allow a reasonable period of additional time for the delivery to be made. After this period has expired, he may withdraw from the agreement. Claims for damages of any type resulting from a delay in or the non-performance of delivery are excluded, unless the vendor acted with gross negligence or intention.
7.	Should delivery on demand be agreed, such shall be completed at the latest 3 months after the order has been confirmed. Otherwise, the vendor may demand payment within four weeks, withdraw from the agreement or claim damages as a result of non-performance. This shall be at least 15 % of the purchase price agreed; proof of more extensive damages shall not be excluded thereby.

VI.	Packaging, Postage and Passage of Risk
1.	Special packaging and palettes requested by the purchaser shall be billed at cost price and shall only be revoked by agreement. Exchangeable transport palettes shall be excepted hereof.
2.	Transport to the place of destination determined by the purchaser shall be at the risk of the purchaser. Passage of risk shall, unless otherwise agreed, always be the vendor’s factory. Provided that no special agreements have been made, the vendor shall select the packaging, the route of dispatch and the type of dispatch according to his best judgment. The goods shall only be insured at the request of the purchaser and at his cost.
3.	Should the dispatch of the goods be impossible as a consequence of circumstances outside the scope of responsibility of the vendor, the vendor shall inform the purchaser hereof and set aside a reasonable period of time for the dispatch of the goods. After this deadline has expired, the vendor may put the goods into storage at the cost and risk of the purchaser or store them in another way. The vendor shall satisfy his obligation to deliver by the storage. As a result of this, the risks shall be transferred to the purchaser.

VII.	Retention of Ownership
1.	The retention of ownership goods delivered shall remain the property of the vendor until full payment of all outstanding debts against the purchaser have been received and, with regard to payments by Bills of Exchange or checks, until such have been honored. Ownership shall only then be transferred to the purchaser, if he has paid off all his debts. This shall also apply, if the purchase price for designated delivery items has been paid by the purchaser.
2.	Within the scope of the normal conduct of business, the purchaser shall be entitled to have the goods at his disposal. Should he make a disposition, he shall hereby assign to the vendor the debts against his buyer resulting from the sale, including all secondary rights, up to the sum of the amount required for the payment of the outstanding balance of the vendor, until the payment of all the debts owed to the vendor. At the request of the vendor, the purchaser shall be obligated to disclose the advance assignment of receivables to his buyer and to provide the vendor with this information and to hand over the documentation required to assert the rights resulting from the transferal with regard to his buyer.
3.	With regard to the handling, processing, combination or connection of the conditional commodity by the purchaser with other goods, the vendor shall be entitled to the joint ownership of the new article in relation to the value of the conditional commodity. Should the purchaser resell the new article, item 2 shall apply correspondingly hereto.
4.	The purchaser may only mortgage or transfer the ownership of the conditional by way of security with the consent of the vendor. He must immediately inform the vendor about any compulsory execution measures of third parties and assist with measures to protect the conditional ownership of the vendor.
5.	The purchaser shall be obligated to insure the conditional commodity against all storage risks and to provide the vendor on demand with proof of the insurance policy. He shall herewith transfer his insurance claims to the vendor.

VIII.	Industrial Property Rights and Copyright
1.	The production of drafts, matrices, plates, lithographs, tools, printing cylinders and such on behalf of the purchaser shall be charged to the purchaser, unless otherwise agreed, even if they can no longer be used within the scope of a purchase order after they have been created. They shall remain the sole property of the vendor, unless other agreements have been made. There shall be no right to recover possession.
2.	The purchaser shall be liable for any infringements of patents, models, terms and similar rights resulting from the purchaser’s order.
3.	Galley proofs must be checked by the purchaser for typographical and other errors and returned to the vendor declared ready for publication.
4.	The vendor shall not be liable for errors overlooked by the purchaser. Modifications submitted by telephone shall require written confirmation.
5.	The manuscripts, originals, blocks, stocks, printed matter, fair copies, etc. handed over by the purchaser to the vendor, which are the property of third parties, shall be stored at the risk of the customer. It shall be the responsibility of the customer to take out suitable insurance.

IX.	Warranty
1.	Proposals made by the vendor concerning the suitability of the delivery item for a particular purpose shall not be binding and shall not be a substitute for checks and tests by the purchaser. The purchaser shall be responsible for the observance of legal and regulatory directives with regard to the use of the goods.
2.	The purchaser must examine the goods immediately after their arrival at the place of destination, even if outrun samples have been sent. Should there be any shortcomings, the customer must immediately report such to the vendor.
3.	Should the written notice of any shortcomings not be sent to the vendor within eight days of the arrival of the goods at the place of destination, the goods shall be considered as to have been approved. Written notice must be given of any non-apparent shortcomings immediately after the discovery thereof and at the latest six months after delivery.
4.	A proportion of up to 2 % of faulty goods is typical for the production process and shall not entitle a notification of shortcomings, unless another ruling has been made. Any deviations in quality, surfaces and commissioned weights, size and quantity arising as a result of the production procedure shall not be considered to be a reasonable basis for complaint. Slight deviations in the color shades, the position of the printing and the printing itself, as well as in the plate cylinders, shall not represent a defect and shall not entitle the purchaser to register complaints. Slight variations in the dimensions are common in the business and shall not entitle the purchaser to make a notification of shortcomings. Deliveries exceeding or undercutting the ordered batch by up to 15 % must be accepted by the purchaser and shall be charged accordingly.
5.	Any missing parts of the delivery may not lead to a complaint being registered with regard to the whole delivery.
6.	With regard to well-founded shortcomings notified in the proper manner, excluding any further warranty claims by the purchaser the vendor must – at his discretion – deliver replacements or rectify the situation. Should the substitute delivery or rectification once more give rise to the justified notification of shortcomings, the purchaser shall be entitled to a reasonable discount or, if he is not interested in such, to withdrawal from the agreement. There shall be no further claims. Warranty claims shall be excluded, if the purchaser has further processed or sold the goods, after he had discovered, or should have discovered, the shortcoming, unless he can prove that the further processing or sale was necessary in order to prevent greater damages.
7.	The purchaser is bound to give the vendor the opportunity to verify the notified shortcoming in situ.
8.	With regard to outsourced orders, the vendor shall be liable up to a maximum amount equal to the agreed costs of the refinements. Any liability for defective units and for materials that cannot be used during production is excluded.
9.	Any further claims of the purchaser against the vendor and his vicarious agents are excluded, in particular any claim for damages, which does not originate in the goods themselves, and any consequential damages, unless the vendor has acted with intent or negligence. Should any damage have been caused as a result of gross negligence or intent, the liability of the vendor shall be limited to the foreseeable damages resulting from such violation of duties.

X.	Other Claims for Damages
	Any claims for damages by the purchaser resulting from the impossibility of delivery, for which the vendor is responsible, the positive breach of contract, the violation of duties with regard to the agreement negotiations and an unlawful act are excluded, unless they are based on the intent or gross negligence of the vendor. This shall apply to both direct and indirect damages (consequential damages).

XI.	Applicable Law, Place of Fulfillment and Place of Jurisdiction
1.	The bilateral legal relations shall be subject to German law. The laws governing the international purchase of movable property are excluded.
2.	The place of fulfillment for payment and delivery shall be the place of business of the vendor.
3.	The place of jurisdiction for all disputes with fully qualified merchants shall be the court responsible for the vendor.

KOESTER GmbH & Co. KG Industriestraße 2 D-96146 Altendorf Phone: +49(0)9545-48 0 Fax: +49(0)9545-48 111 www.koester.de E-Mail: info@koester.de

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