Axians

1 General Terms of Sale
1.1 The following General Terms of Sale govern the legal ties between NK Networks & Services GmbH and the contract partner, hereafter the Buyer, subject to specific contractual provisions.
1.2 Deliveries of goods in all transactions with buyers who are not the final consumers in the sense of Sec. 310 Subsec. 1 BGB are subject exclusively to the present Terms. Deviating or supplementing conditions of the Buyer or any subsidiary agreements commit us only when confirmed by us in writing. Other terms are hereby explicitly voided.
1.3 Possible assembly or other contracted services are likewise subject to separate terms which the Buyer (merchant) may request at any time or which are attached to the present Terms.

2 Order and Acceptance
2.1 A contract between us and the Buyer is created only after our written confirmation of the order issued by the Buyer. The scope of the delivery or service is governed exclusively by our written order confirmation.
2.2 Offers are without obligation and not binding for subsequent deliveries.

3 Delivery Dates
3.1 Delivery dates are binding only when explicitly confirmed by us as such in writing. 3.2 Observance of delivery dates presupposes the timely and proper fulfilment of all obligations incumbent on the Buyer, in particular of agreed payments and the supply of agreed sureties where applicable.
3.3 The delivery date is deemed met when shipping readiness is notified by that date or the goods have left our factory.
3.4 The delivery date may be extended in the event of labour unrest, in particular strikes and lockouts, or in the event of unforeseen obstacles beyond our control, e.g. plant breakdowns or delays in the supply of vital components provided such obstacles can be shown to have a major impact on the delivery of the goods. This also applies if such circumstances arise at our subcontractors. The delivery date shall then be extended in line with the duration of such circumstances or obstacles
3.5 The abo. ve circumstances may not be attributed to us even if they arise during an already ongoing delay. In important cases, we will promptly advise the Buyer of the entry and cessation of such obstacles.
3.6 Deliveries are subject to delivery by our subcontractors. We will notify the Buyer promptly if a subcontractor delivery is in delay. If the delivery of a subcontractor is cancelled, the contract is deemed void. We do not assume any procurement risk.
3.7 In the event of a delay attributable to us, the Buyer may assert subsequent claims only after a grace period of at least three weeks has expired without effect.

4 Scope of Supply
4.1 Design or mould changes during the delivery period resulting from technical enhancements, new legislation or modifications by the manufacturer are reserved provided the modification of the goods is minor and can be deemed reasonable to the Buyer.
4.2 When not agreed otherwise, under- or overlengths of cables are permitted up to a maximum of +/- 3 %. The billing basis is the ordered quantity.
4.3 Partial shipments are permitted provided they do not adversely affect the use of the goods.

5 Cancellation Charge
If the Buyer cancels a confirmed order without good reason, we may, irrespective of the possibility to claim higher damages in actual fact, demand 10 % of the sales price to cover the costs of order processing and lost profit. The onus of proof of a non-existing or lesser damage is on the Buyer.

6 Packing and Shipment
6.1 The choice of shipping method is at our discretion.
6.2 Freight packing is billed separately.

7 Acceptance and Transfer of Risk
7.1 The risk passes to the Buyer when the goods leave our factory or warehouse irrespective of the ownership of the means of transport.
7.2 If a shipment is delayed due to circumstances attributable to the Buyer or if at the request of the Buyer delivery is postponed to beyond the agreed date, the risk of ownership passes to the Buyer on notification of shipping readiness. The costs resulting from the delay (in particular storage costs) are for account of the Buyer.

8 Prices
8.1 Prices are for delivery ex warehouse and are exclusive of packing and applicable statutory VAT.
8.2 With delivery periods of over four months, we reserve the right to increase prices to cover possible increases in labour costs, production equipment or in cost of materials. If the increase exceeds 4.5 % of the agreed price, a Buyer who is not a full merchant has the right to cancel the order which must be exercised in writing within one week from notification of the price increase.

9 Product Liability
9.1 The Buyer is required to inspect the goods immediately on delivery and notify us promptly (latest after 10 days from date of delivery) in writing of any defect detected. Defects reported thereafter, i.e. in disregard of the foregoing, are not accepted and excluded from product liability. Claims are processed by us only when notified in writing. Claims raised to sales representatives or third parties do not constitute a formal claim submitted by the due date.
9.2 The Buyer is required to make available shipments or parts claimed defective for our inspection. During remedial measures on the site, the Buyer must supply all required technical facilities to us at his expense. In the event of his culpable refusal to do so, our product liability lapses.
9.3 If a repair is performed or replacement delivery made as a result of a justified claim, the clauses on delivery dates apply analogously.
9.4 The presence of a defect determined as such and duly notified entitle the Buyer to the following rights: a. If the defect is confirmed, the Buyer initially has the right to demand supplementary performance. The choice between substitute delivery or repair of the goods is at our discretion. b. If an attempt at supplementary performance fails, the right to subsequent supplementary performance remains at our discretion. Only if the repeated supplementary performance fails is the Buyer entitled to withdraw from the contract or demand a reduction in the purchase price.
9.5 The Buyer may demand compensation or the reimbursement of futile expenses only in the case of premeditation or gross negligence on our part. The onus of proof as to the cause and amount of any damage is on the Buyer. The same applies to any futile expenses. 9.6 The product liability period is one year from date of delivery. The Buyer must in all cases furnish proof that the defect already existed at the time of delivery.
9.7 We assume no liability for natural wear or attrition.

10 Liability for Miscellaneous Defaults
10.1 Irrespective of the provisions on product liability and other particular clauses contained in the present Terms of Sale, the following applies to a default on our part:
10.2 The Buyer shall grant us an adequate grace period to remedy the default of not less than three weeks. The Buyer may withdraw from the contract and/or demand compensation only on expiry of the grace period without effect.
10.3 The Buyer may demand compensation only in the case of grossly negligent or premeditated default on our part. Compensation in lieu of delivery (for non-performance, Sec. 280 III in connection with Sec. 281 BGB) as well as damage from delay (Sec. 280 II in connection with Sec. 286 BGB) shall be limited to debit interest while compensation for non- or non-contractual delivery (Sec. 282 BGB) is limited to the amount of the purchase price. Compensation in lieu of performance in the absence of a performance obligation (impossibility) is excluded.
10.4 Compulsory liability for damage from injury to health, life and limb remains unaffected.
10.5 If the circumstances which entitle to withdrawal from the contract are solely or predominantly attributable to the Buyer or if the circumstances entitling to withdrawal have arisen during the default of the Buyer,withdrawal is excluded.

11 Preclusion of Procurement Risk and Guarantees
We assume no procurement risk or guarantees of any kind except when explicitly agreed with the Buyer in writing.

12 Reservation of Ownership
12.1 Goods supplied by us remain our property up to the fulfilment of all our claims against the Buyer from current or previous transactions.
12.2 In the event of non-contractual conduct of the Buyer, in particular default of payment, we are entitled to recover the goods after withdrawal from the contract and the Buyer is required to surrender them.
12.3 The Buyer is entitled to resell the goods to a reseller by way of an ordinary commercial transaction on other than a current account basis; he assigns to us already at this time up, to the amount of the purchase price agreed between us and the Buyer (including VAT), all receivables to which the Buyer is entitled from the resale irrespective of whether the goods are resold before or after processing. The Buyer is authorized to collect the receivables after their assignment to us. Our right to collect the receivables directly remains unaffected; we undertake, however, not to collect such receivables as long as the Buyer meets his payment obligations by the due date and is not in default. If this is the case, however, we may demand that the Buyer declare all assigned receivables and debtors, submit all data necessary for their collection, hand over all pertaining documents and notify the debtors (third parties) of the assignment.
12.4 The processing or transformation of the goods by the Buyer is at all times performed for our account. If the products are processed together with other products belonging to us, we acquire co-ownership in the new product at the ratio of the value of the delivered product to that of the other processed products at the time of processing.
12.5 If the goods are inseparably mixed with other products not owned by us, we acquire co-ownership in the new product at a ratio of the value of the delivered product to that of the other mixed products. The Buyer agrees to store our co-property on our behalf.
12.6 The Buyer may not pawn the goods or pledge them as collateral prior to the transfer of ownership. In case of attachment, confiscation or other third-party disposal, the Buyer must inform us thereof promptly and supply to us all information and documentation required to safeguard our rights. Our ownership must be notified to the bailiff or third party.
12.7 We undertake at the request of the Buyer to release all sureties held by us when their value exceeds that of our secured claims - except when these have already been settled - by more than 20 %.
12.8 The assertion of our rights from reservation of ownership does not release the Buyer from his contractual obligations. The value of the goods at the time of their recovery may be offset only from our current claims against the Buyer.

13 Right of Withdrawal
We are entitled to withdraw from the contract for the following reasons: 13.1 If contrary to our expectations at the time of contract conclusion the Buyer is found to have a poor credit standing. A poor credit standing is assumed automatically in a case of a bill or cheque protest, suspension of payment by the Buyer or an unsuccessful enforcement of the Buyer. These need not necessarily involve our relationship with the Buyer.
13.2 If it is found that the Buyer has made inaccurate statements on his creditworthiness provided such statements are reasonably significant.
13.3 If goods under reservation of ownership are sold by ways other than through a ordinary business transaction of the Buyer, in particular by way of assignment as collateral or attachment. Exceptions are permitted only with our written consent to the disposal.

14 Payment Terms
14.1 Our invoices are due for payment promptly within the agreed payment term. The Buyer is in default automatically at the latest within 30 days from due date and presentation of invoice (Sec. 286 Sec. 3 BGB).
14.2 Except when explicitly agreed otherwise, all payments are in Euro. Payments shall be made without deduction and free of charge to us.
14.3 Interest on arrears is billed at 8 % per annum above the current basic interest rate of Deutsche Bundesbank. It may be higher if we can prove that we have been debited at a higher interest rate.
14.4 No payments may be withheld on account of claims of the Buyer that are disputed by us or not determined in a court of law nor be offset against any of these.
14.5 When partial shipments are made, the purchase price is due after each delivery.
14.6 All claims against the Buyer become due immediately if the Buyer is in default of one or several obligations, is culpable of major contract violations or if circumstances become known to us liable to lower the credit standing of the Buyer, in particular e.g. suspension of payments or the start of composition or insolvency proceedings. In such cases we are entitled to withhold any shipments outstanding at the time or ship only on prepayment or on supply of a security.

15 Place of Fulfilment and Jurisdiction
If the Buyer is a merchant, public-law corporation or public utility fund, the exclusive legal forum for all disputes arising directly or indirectly from contractual undertakings is at our registered business seat. The place of performance for all obligations under the contract is our business seat.

16 Miscellaneous
16.1 The laws of the Federal Republic of Germany apply. International conventions deviating from German law shall not apply to the contractual links between us and the Buyer.
16.2 The assignment of rights and obligations of the Buyer under the contract concluded with us requires our written consent to become effective.
16.3 If any provision should be or become void, the validity of the remaining provisions shall remain unaffected.

Stand: 2002 / 1