1. General
1.1 Auer Guss GmbH`s (referred to as Auer Guss) Terms and Conditions of Purchase are exclusively valid for all orders placed by Auer Guss.
1.2 Auer Guss does not acknowledge terms in contrast to or differing from these Terms and Conditions of Purchase and hereby expressedly contradicts, unless Auer Guss had not expressedly recognized them in writing. Modifications and supplements as well as any terms and conditions of the supplier differing from these Terms and Conditions of Purchase can only be held effective, if Auer Guss has recognized them as a supplement to the Terms and Conditions of Purchase in writing. The very same is valid, if the confirmation note is differing from the order. The principles about silence as an answer to a commercial confirmation letter are so far ?.
1.3 The Terms and Conditions of Purchase of Auer Guss shall also apply, if Auer Guss accepts deliveries, being however aware of contrary sales conditions or conditions differing from Auer Guss´ purchase conditions.
1.4 The Terms and Conditions of Purchase of Auer Guss shall also apply, without any restriction, to all future business done with the supplier.
1.5 Terms and Conditions of Purchase as far as their content is regarded shall only apply to companies, body corporates, legal persons of private law as well as to - non-private – purchasers acting in pursuance of a commercial or independent professional activity.

2. Offer
2.1 The supplier is obliged to accept the order of Auer Guss by signing and returning the confirmation of order within a period of 3 working days; after the expiry of that period Auer Guss is no longer bound to this order. Calls for deliveries are considered to be accepted if they have not been contradicted in writing within 8 working days.
2.2 Auer Guss reserves herself the rights of ownership and copyrights for images, photographs, drawings, calculations and other documents; they must not be disclosed to any third party without receiving a prior written consent of Auer Guss; they are to be used exclusively for the production based on the order of Auer Guss. After settling the order, they must be returned to Auer Guss immediately and unasked, unless they are not needed for further orders. They must be kept confidential towards third parties for indefinite time also after settling of the order.
2.3 In case of evident errors, clerical mistakes of miscalculation in the provided documents, as well as in drawings and plans Auer Guss is not held liable. The supplier is obliged to give notice to Auer Guss about such mistakes and errors immediately, so that Auer Guss can accordingly adjust and renew the order. This is also valid for missing documents, drawings and plans.

3. Prices / Invoice / Terms of Payment
3.1 The prices quoted in the order is binding and includes "free delivery", packaging included. The restitution of the packaging is subject to a separate agreement.
3.2 The applicable VAT is not included in the quoted prices.
3.3 Invoices must be submitted in duplicate separately for each order immediately after effected delivery, showing the applicable tax on turnover and indicating as a reference the complete order number and part numbers. The invoice must not accompany the goods.
3.4 If Auer accepts untimely deliveries, maturity shall be according to agreed delivery-date.
3.5 The terms of payment and discounts start on receipt of the invoice, however, not prior to a delivery settled completely and free from defects. Auer Guss shall pay by means of payment of her choice within 10 days after that date with a 2 % discount or within 30 days after that date without discount. Payments are not to be considered an acknowledgement of the delivery or the service to be in accordance with the agreement.
3.6 Auer Guss shall be entitled to rights of offset and retention to the extent provided by law.
3.7 Unless otherwise agreed in writing, delivery shall be made free to each facilities of the purchaser. Auer reserves the right to name another receipt-facility instead of its own headquarter.
3.8 Advance payments of Auer shall be assured by absolute and unlimited guaranties.

4. Assignment of claim; defence of retention of title
4.1 Assignment of supplier´s claim towards Auer Guss requires prior written consent of Auer Guss. Consent may not be withheld without inequitable reasons.
4.2 Terms about retention of title exceeding simple retention of title, are hereby expressedly contradicted; they shall only apply, if Auer Guss agreed on them individually with the supplier.

5. Delivery time
5.1 The delivery time indicated in the order is binding. Delivery dates in case of doubt are fixed dates. Anticipated deliveries and services require prior written consent by Auer Guss.
5.2 Supplier shall be obliged to inform Auer Guss immediately in writing if any circumstances resulting in the fact that the agreed delivery time cannot be maintained occur or become perceivable to him. In this case the supplier shall also be obliged to inform Auer Guss about the reason for the delay and the delivery period.
5.3 In case of delayed delivery Auer Guss is entitled to lawful claims. Furthermore Auer Guss has the right to invoice a 2% lump-sum indemnity of 2 % of the delivered goods value per full day of delay, but not more than 10 % of the delivered goods value. The supplier has the right to prove that no or substantially less damage was created by this delay. Furthermore the supplier has to indemnify Auer Guss on first demand from possible claims of Auer Guss´s customers. On demand the supplier has to provide available securities (e.g. a bank guaranty on first demand from a national bank or insurance company).
5.4 In case the supplier is repeatedly in default with delays in a continuing obligation, Auer Guss shall be entitled to prematurely denounce the whole agreement and to claim damages accordingly.

6. Partial, Over- and Underdeliveries
6.1Partial deliveries or services require prior written consent of Auer Guss.
6.2 Number of pieces and weights must be strictly respected. Customary deviations in quantities can only be tolerated within a corridor of –0/+5%. Additional payment for overdeliveries can only be claimed after prior written agreement.

7. Subcontractor
Subcontractors may only be called in for the production of pre-materials with prior written consent by Auer Guss. Consent may not be withheld without inequitable reasons.

8. Entry controls
Regarding all quality assignment already taking place at the supplier Auer Guss will only control delivered parts with respect to number of pieces, identity, transport damages and obvious defects; there is no profound individual control. The supplier so far waives the objection of late notice of defects. Auer Guss commits herself to give notice to the supplier about detection of obvious defects within 14 days after delivery, about other defects immediately after their detection.

9. Warranty
9.1 The supplier owes delivery and services free of defects, the existence of guaranteed properties and grants for their correspondence to the latest state-of-the-art, to the commonly accepted technical and labour-medical safety regulations of authorities and vertical unions as well as for their being in line with environmental regulations, for their meeting all other requirements by law and for their not infringing rights of third parties.
9.2 The supplier guarantees that the goods correspond to contractual agreements, his manufacturing details and his avertising.
9.3 In case of deficiencies Auer Guss is entitled to assert claims against the supplier, within the provided warranty period. In such case Auer Guss is entitled according to his own choice to call for rectification of defects or replacement or new production according to law. The supplier has to compensate for all damages arisen to Auer Guss caused by deficiencies and to compensate for all expenses necessary by rectification etc.
9.4 If the supplier does not fulfill his duty to compensation and replacement within the adequate deadline set by Auer Guss, Auer Guss shall be entitled to take such measures on her own expense, except that the supplier is entitled by law to deny these duties.
9.5 In urgent cases, in particular in avoidence of extreme damages, Auer Guss shall be entitled to take such necessary measures on her own or by third parties to the supplier´s expense, or as the case may be obtain non-defective parts from a third party, without an obligation for Auer Guss resulting from this.
9.6 After the contractor failing twice with rectification or replacement or does not fulfill his duties once, Auer is entitled to step back or lower price.
9.7 Furthermore the supplier has to indemnify Auer Guss on first demand from eventual claims of customers, irrespective other claims. On demand the supplier has to bring afloat securities (e.g. a bank guaranty on first demand of a national bank or insurance company).
9.8 The supplier bears the costs and risks of returning, sorting or scrapping the defectively delivered parts. If a defect is detected only after further processing, the supplier is obliged to bear all costs in connection with replacement or rectification of defective contractual parts, especially for testing, transport, loading, labour and material.
9.9 The supplier grants for holding the complete title to all contractual objects and that those are not opposed by rights of third parties, (such as lien, other claims out of assignment or loan securities, hire purchase, reserved purchase etc.).
9.10 Rights deriving from accepted guarantees may not be affected by this.
9.11 Warranty period shall run for 36 months.

10. Product Liability
10.1 The supplier indemnifies Auer Guss from all claims deriving from non-contractual product liability, which can be traced back to a defect in product delivered by supplier.
10.2 Provided the same, the supplier is also liable for damages, arising to Auer Guss from adequate provisions taken against claims from non-contractual product liability, e.g. public warnings. Auer Guss reserves herself the right to assert further claims.
10.3 The supplier has to insure sufficiently against claims out of product liability and call-back-costs and prove the coverage to Auer Guss on demand.

11. Protective rights
11.1 The Supplier vouches that no rights of a third party are violated in connection with its delivery.
11.2 If Auer-Guss is held responsible by a third party in that respect, the Supplier shall be obliged, upon the first request of Auer-Guss, to indemnify Auer-Guss against such claims; the Supplier shall assume, at its own expense and costs, the legal representation of Auer-Guss as well as all costs and compensations incurred in connection with the claims.
11.3 The Supplier's duty of indemnification refers to all expenses necessarily incurred by Auer-Guss from or in connection with any claims of a third party.

12. Liability
12.1 As far as there is a loss or damage generated to Auer Guss or a third party because of defective delivery or performance or another violation of contractual obligations, supplier is liable.
12.2 Supplier commits himself to effect an insurance for product liability for all his deliveries and performances, with sufficient amount of coverage for property and personal harms, including call-back-costs, arising from risks of supplying industry, of customer protection and aggravated product liability, and maintain this for at least 10 years beyond the delivery/service. The aggravated customer protection in Germany , a consequence of the reform of law of obligation since 01.01.2002, was pointed out.
12.3 Kind and amount of insurance has to be proven to Auer Guss in reasonable way.

13. Retention of title / Provision / Tools
13.1 As far as the Supplier orders parts from Auer-Guss, Auer-Guss herself reserves the ownership of such parts. Any processing or modification by the Supplier shall be made for Auer-Guss. In case the reserved items of Auer-Guss are processed together with other items not owned by Auer-Guss, Auer-Guss shall acquire co-ownership interests in the new item in the ratio of the value of the items of Auer-Guss to the other items processed at the time of processing.
13.2 If the item provided by Auer-Guss is inseparably mixed with other items not owned by Auer-Guss, Auer-Guss shall acquire ownership of the new item in the ratio of the value of the reserved item to the other items mixed with it at the time of mixing. If the mixing is made in such manner that the Supplier's item is to be considered the main item, it is understood that the Supplier shall assign co-ownership rights on a pro-rata basis to Auer-Guss; the Supplier shall keep the wholly- or jointly owned property for Auer-Guss.
13.3 Auer-Guss reserves the ownership of tools; the Supplier shall be obliged to use the tools exclusively for the manufacturing of the goods ordered by Auer-Guss. The Supplier shall be obliged to have the tools owned by Auer-Guss or owned by customers of Auer-Guss insured against damage caused by fire, water and theft at its own expense. It shall be obliged to perform, in good time and at its own expense, any maintenance and inspection work that may be required. the Supplier must notify Auer-Guss immediately about any incidents; if it culpably fails to do so, claims for damages shall remain unaffected.

14. Secrecy / Protective Rights of third parties
14.1 The Supplier must maintain secrecy with regard to all technical data and other non-public commercial and technical details that come to its knowledge due to the business relation with Auer-Guss. They may only be used in the execution of orders for Auer-Guss and only disclosed to such staff members of the supplier who are to be necessarily involved in the execution of the order in accordance with the operational conditions of the Supplier. The supplier shall oblige such staff members to strictly observe secrecy according to phrase 1 above.
14.2 Any subcontractors are to be obliged in accordance with item 14.1 above.
14.3 The Supplier shall guarantee that there are not violated any rights of a third party, in particular protective rights, such as patents, trademarks or utility models and copyrights, by the delivery or use of the goods supplied. The supplier undertakes to indemnify Auer-Guss against any claims of a third party resulting from an alleged possible violation of rights and refund any expenses that may have been incurred in that connection.

15. Quality Management Agreement
If required, Auer-Guss shall conclude a quality management agreement with the supplier that shall form an addition to these Terms and Conditions of Purchase.

16. Force Majeure
In case the date or term of delivery is exceeded as a consequence of force majeure or labour disputes the party cannot be held responsible for, Auer-Guss can either demand execution of the order at a later point in time, without causing the supplier any claims, or withdraw fully or in part from the contract after a deadline has fruitlessly expired.

17. Illegitimate advertising
Without prior written consent of Auer Guss the supplier is not allowed to use requests, orders and relating correspondance for advertising.

18. Place of jurisdiction / Place of performance
18.1 Unless otherwise expressly agreed, the place of performance for all contractual obligations is the headquarter of Auer-Guss in Amberg.
18.2 The exclusive place of jurisdiction for all disputes between Auer-Guss and the Supplier is the competent court of Amberg. However, Auer-Guss shall also be entitled to sue the Supplier at the general place of jurisdiction of the latter.
18.3 All legal relations between the supplier and Auer-Guss are exclusively subject to the Law of the Federal Republic of Germany. The uniform sales law based on international conventions on the sale of goods, in particular the UN Sales Convention, are not applicable.

19. Written Form
All modifications and supplements of these Terms and Conditions of Purchase must be made in writing. This also applies to any change of the writing obligation itself. There do not exist any verbal collateral agreements to these Terms and Conditions of Purchase.

20. Invalidity of Individual Provisions / others
20.1 In case of any provision of these Terms and Conditions of Purchase being or becoming invalid, the validity of the remaining provisions shall not be affected, even in case of detailed negotiations. For such case, the invalid provision shall be replaced by a provision coming nearest to the economic purpose intended by both contracting parties. This shall also apply in case of this agreement showing loopholes or gaps.
20.2 These terms and conditions replace all prior agreements settled by the parties in verbal or written form with respect to the same business. As far as there are no regulations for these Terms and Conditions of Purchase legal terms shall apply.

General Terms and Conditions of Purchase
of Auer Guss GmbH
Release March 2005
EK/05/E0/06