1. Scope, side agreements, acceptance

The following terms and conditions apply for all our services and deliveries to firms within their business activities as far as no other written agreements were stipulated. They also apply to future contracts as far as no other agreements were made in a given case.
In order to be effective side agreements require a written confirmation. Divergent terms will only binding for us with our explicit consent, silence to divergent terms should not be regarded as a consent. 

2. Offers, Orders

Our offers are non- binding until contract formation. All technical specifications, images and/or descriptions in our offers are specifications only. Orders are considered as having been accepted as soon as they were confirmed by us in writing or the goods are delivered.

3. Delivery, extent of delivery, force majeure

Delivery dates- and deadlines will only be binding if they are agreed in writing. In case of agreement on delivery dates deliveries are acceptable before the expiration of the delivery time. Partial deliveries in reasonable extent are acceptable as well.
In case of our delayed delivery the contractual partner can set an adequate final deadline and after a period without result he can withdraw from the contract in whole or in part. We are not in default with our obligations should the contracting partner be in default with the fulfilment of his contractual obligations from a contract concluded with us
In cases of force majeure and other extraordinary circumstances through no fault of one’s own like strike, lockout, official interventions, power supply problems and other obstructions not culpably caused by us an agreed delivery deadline will extend appropriately, if we are hindered to fulfil our obligations timely by the circumstances. The same will take effect, if our presuppliers are affected by these circumstances or the circumstances occur after we were in default. If so, we have to inform the contractual partners immediately.

4. Dispatch, transfer of risk

Place of delivery is our business location. If we accept the dispatch the delivery will be made after § 447 German Civil Code. This doesn’t apply to deliveries with our own vehicles.  
Transport- and packing costs extra unless otherwise agreed.
A transport insurance is taken out at the orderer’s request and cost only.

5. Prices

Our prices are quoted f.o.b. in Euro, exclusive packing, plus potential value added tax (VAT) defraying by the contractual partner.
In case of new or increased transport costs, taxes or other public charges after contract conclusion we are authorised to add the extra costs incurred to the price agreed- upon.  At an order starting from 350 € value of goods net the delivery is made postage and packing free. Exceptions are dangerous goods like adhesives, casting resins etc. Orders below 25 € net can carried out by us freight collect and with premium of a cost lump sum.

6. Payment terms

Unless otherwise agreed our accounts are payable from date of invoice within 10 days with 3% discount, within 30 days net without discount.
Payments have to be made cash, by cheque or transfer without charge.
Bills of exchange are accepted after prior agreement only. We accept them in lieu of  payment and under exclusion of our liability for timeliness and correctness of submission and protest only.
An offset with counterclaims will only be possible if they are accepted by us or they are legally valid.
In case of late payment  by the contractual partner we are authorised to retain own performance- and delivery obligations. We are authorised to claim collateral or prepayment for outstanding deliveries. In the event of effectless expiry of an adequate final deadline for making collateral or  prepayment we are authorised to claim the whole duty of payment or to withdraw from the contract. In the event of withdrawal we have to discount the undue amount with the contractual interest which we are refinancing us with. We are also authorised to prohibit resale or processing of the goods we have co- ownerhip in and to claim return. 

7. Warranty for defects

The contractual partner has to examine the goods on receipt as far as it is possible after proper business processing. Visible defects have to be notified immediately in written form. The goods are considered as approved should the contractual partner fail the prompt notification.
Subsequent defects have to be notified immediately in written form too. Otherwise the goods are deemed to be approved again.
Defects in one part of the delivery only cannot lead to a complaint about the complete delivery by the contractual partner. This won’t apply if the zero- defect part does not matter to him.
In case of reasonable notices of defects within the period of warranty we are authorised to remedy at our discretion by rework or compensation delivery.
Not until after two failures the contractual partner is authorised to reduce at his discretion or to withdraw from the contract.
The warranty claims will lapse if the contractual partner causes the defect himself, the defect is based on careless and/or incorrect handling, use, maintenance, storage, natural wear and tear, improper interventions or by use of non proprietary spare parts.

8. General processing information

Our insoles are blanks which are mechanically and thermoplastically alterable and so adaptable to any indication. They are formed and adapted under high pressure. For quality purposes it is strongly disadvised to seperate the single layers during a thermal treatment and to connect them afterwards again

9. Damages, limitation of liability

In case of promises of guarantee we are liable within the legal regulations.
Damage claims against us are restricted to the effect that we are only reliable for intent and gross negligence as far as it is no contractual obligation.
In this case we are liable for the contractual and foreseeable defect only. The limitation does not apply to personal damages and does not affect the claims of the product liability law.

10. Retention of title - Part 1

All goods delivered to the contractual partner by us remain our property until full payment of all receivables according to the business relationship (goods subject to retention of title). The retention relates to the balance, provided that we book in current accounts (account current- reservation).  
In case of late payment we are authorised to reclaim the goods subject to retention of title. The contractual partner is obligated to assure the goods subject to retention of title against the risk of accidental destruction at his own expense. Furthermore he is obliged to execute all necessary operations for conservation of values of the goods subject to retention of title at his charge. After date arrangement we are authorised to convince ourselves of the adherence; this includes the presentation of the insurance.
The contractual partner can resell the goods subject to retention of title. By now he completely assigns the claims resulting thereby to us. This also applies to the processing of the goods subject to retention of title. He remains authorised to collect his receivables and to pay over to us within our receivable.

11. Retention of title - Part 2

If the contractual partner makes agreements of all kinds or has already made ones that are qualified to affect our security interests, he will have to inform us about it in writing immediately. In case of false factoring we are entitled to withdraw; in case of genuine factoring we will have the authority if the contractual partner is not entitled to dispose freely of the purchase price for the receivable after the contract with the factor.
If the goods subject to retention of title are processed we will be co- owners of the new things in relation to the value of the processing goods subject to retention of title to the other goods  at the time of  the processing. The co- ownership is transferred to us by now. In case of resale the receivable is assigned to us by now in the amount of the value of the co- ownership share to secure all our receivables of the business relationship.
By now we accept all assignments of claim.
Optionally we can demand the notification of the assignment or notify it ourselves, just as the demand to make payments to us only. The enforcement of the rights aforementioned is considered an avoidance of contract with our declaration only.In case of third party access of all kind to the goods subject to retention of title or the assigned receivables the contractual partner has to inform us verbally and in writing immediately.
If the value of the collateral we have demanded exceeds the secured receivables by more than 20% in total according to the foregoing terms we are obliged to realease collateral at the contractual partner’s request at our own discretion.

12. Copyrights

All patterns, drawings, photographs or other documents the contractual partner gets from us within in the fulfilment of the contractual obligations remain our property unless otherwise agreed in individual cases. Our copyrights remain unaffected in any case. Let objects or documents have to be returned immediately to us on demand. They must not be made available to third parties without our prior written consent.

13. Data protection

The data of our contractual partners required for the realisation of the contractual obligations are saved electronically by us.

14. Applicable law

The Law of the Federal Republic of Germany exclusively takes effect.

15. Partial invalidity

The invalidity of some of  these terms does not  affect the validity of the rest of the terms. The invalid term will be replaced by the regulation coming closest to what was economically wanted according to spirit and purpose of the invalid term.

Berlin, Oktober 2009