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I. Scope and Conclusion of the Contract
1. a) The following General Terms of Business shall apply for all transactions between Proline Systems GmbH and its customers who are commercial enterprises.
b) Commercial enterprises in the sense of the General Terms of Business are natural or legal persons or partnerships with legal personality who, on conclusion of a legal transaction, act in fulfilment of their commercial or self-employed professional activities.
c) These General Terms of Business shall also apply to all future transactions between Proline Systems GmbH and its previously described customers, insofar as these are legal transactions of a similar kind.
2. At this juncture we hereby declare null and void the buyer's own terms and conditions, also for future transactions. Thus, the General Terms of Business of Proline Systems GmbH shall apply exclusively. This shall also be the case where ordering parties refer to their own diverging terms in a letter of confirmation.
3. Diverging agreements shall only be binding when confirmed in writing by Proline Systems GmbH. Such deviations shall only apply for the transactions for which they were agreed.
4. On placing an order for goods the customer bindingly declares the wish to purchase the ordered goods. The buyer is bound to the order for one week calculated from the arrival of the order at Proline Systems GmbH. Also with orders placed electronically no special confirmation of the arrival of the order is made.
5. The conclusion of the contract shall proceed on the proviso that we receive supplies from our suppliers correctly and on time. This shall only apply in the event of our not being responsible for non-delivery, in particular where we have concluded a congruent hedging transaction with our suppliers. The customer shall be informed without delay of the non-availability of the service. The payment in exchange for this service shall be reimbursed without delay.

II. Quotes
1. Our quotes are non-binding unless a divergent provision has been made in writing.
2. Technical progress, changes in production and changes to operational processes in our suppliers' production chain can lead to technical changes in the goods we supply. We reserve the right to make such changes insofar as these only constitute an insignificant technical deviation from the goods ordered.
3. Information, advice or recommendations, also from our staff, shall only be binding once they have been confirmed in writing. Due to the variety of applications, building constellations and installation conditions it shall not be possible to check all versions and application options beforehand. Furthermore, those goods supplied or offered are interdependent on a variety of different building materials and assembly components. Our information shall not release contractual partners from the obligation to check themselves and enquire about each individual application and installation site of the supplied and/or requested products, to check the long-term operability of the products in terms of each application purpose and to take due care, possibly also by means of a prior test assembly, to make sure of the designated function during assembly and in the subsequent mounted state.
4. Binding orders placed by telephone, electronically (e-mail), by fax or in writing with staff at Proline Systems GmbH shall be deemed accepted only once the order has been confirmed by us in writing.

III. Prices
1. The prices are agreed in Euro and are understood as ex works Boppard, without installation or other supplementary services. Added to this are any necessary delivery, haulage or packing costs as well as the VAT valid at the time of invoicing plus import and export duties. The provision stated under Item …shall remain unaffected by this. In the event of repeat orders the prices of the first order shall apply by special agreement only. Where the parties have not come to any agreement on the remuneration for a service by Proline Systems GmbH and where, given the circumstances, the customer can only expect the rendering of that service in exchange for remuneration, the customer must pay the usual remuneration for this service. When in doubt the price lists and remuneration rates requested from us shall apply as usual.
2. Unless an explicit fixed price agreement has been made we shall reserve the right, due to altered wage, material or sales costs, to make appropriate price increases to those deliveries made two months or more after conclusion of the contract. With on-demand orders this period shall be calculated between the time when the order is placed and when the goods are called up.
3. Any bulk discount or any other discount accepted by us shall be valid for a maximum duration of one month after acceptance unless otherwise agreed upon with the buyer in writing.

IV. Delivery
1. We make every effort to honour the periods we state for providing the services and delivering the goods. Without relevant written guarantee, however, our indications are only to be understood as non-binding. They shall also be subject to us receiving our supplies from our suppliers on time, in sufficient quantities and in the proper fashion.
2. Changes to orders shall lead to agreed dates and deadlines being lifted unless a new schedule has been accepted in writing. This shall also apply where changes to orders are withdrawn again. The buyer must bear the costs arising from the requested change.
3. Periods for delivery and performance shall be extended by a suitable period in the event of force majeure (e.g. suppliers' strike or lock-out) and in the event of any other circumstances for which we cannot be held responsible.
4. The delivery period shall also be considered honoured if the items for delivery, once declared ready for dispatch, are not called back forthwith or after a fortnight at the latest. Should delivery be delayed as a result of circumstances for which the buyer is responsible, the latter shall be charged the storage costs incurred by Proline Systems GmbH or third parties a fortnight after the goods have been declared ready for dispatch. At the same time, the risk of storage shall be transferred to the buyer. Should a suitable subsequent deadline prove fruitless we shall be entitled to otherwise use the items for delivery and to furnish the buyer with a suitable extension to the deadline. Should the buyer fail to accept the goods or provide a delivery address for longer than 2 weeks after notice has been given of the readiness to deliver, Proline Systems GmbH shall, at our discretion, be entitled, after the prior setting of a 2-week final deadline, to withdraw from the contract or demand damages instead of claiming payment of 25 % of the agreed price of the goods plus relevant valid VAT.
5. Dispatch shall be effected to the best of our judgement and without a guarantee for the cheapest and fastest means. Unless otherwise agreed the goods shall be dispatched uninsured. The risk of conveyance shall be transferred to the customer once the goods have been submitted to the haulage or freight firm. We deliver in packaging that is customary in the trade; the cost of special packaging required shall be borne by the buyer. Packaging can only be returned and recycled subsequent to special written agreement. We shall be entitled though not obliged to insure the goods on account of the buyer. Freight and cost-free conveyance shall only occur after special written agreement. Individual agreements shall remain unaffected by the aforementioned provision. Prices free of freight are subject to the proviso of unhindered traffic.
6. 6 weeks after the expiry of a non-binding delivery date or a non-binding delivery period the buyer can ask Proline Systems GmbH to deliver within a suitable period. With the issuing of this reminder Proline Systems GmbH shall be deemed in default of delivery. The buyer can demand compensation due to damage resulting from the delay. On expiry of the final deadline the buyer shall be entitled to withdraw from the contract in a written declaration to Proline Systems GmbH or to demand compensation in place of the service.
7. Compensation for damages pursuant to IV. 6. can only be demanded by the buyer if Proline Systems GmbH is guilty of intent or gross negligence. The buyer shall provide proof of the reason and extent of the damage. The same shall apply for expenditure spent to no avail. Liability shall be limited to the amount of the purchase price. It shall not be possible to demand compensation for damages in place of the service, given the obligation to provide the service is excluded.  
8. Proline Systems GmbH shall be entitled to make partial deliveries. These shall apply as an individual delivery and as such can be invoiced for separately.
9. Deliveries free construction site or warehouse shall be limited to delivery without unloading under the proviso of there being an approach road accessible to heavy goods vehicles. Unloading must be affected by the ordering party forthwith and in the proper fashion.
10. Even a delivery date described as binding shall not apply as an absolute fixed date unless this has been explicitly agreed upon in writing.
11. Arrangements with agreed partial deliveries (orders for goods to be delivered on demand) shall oblige the customer to accept partial deliveries in approximately equal monthly instalments unless otherwise agreed.

V. Due Date and Payment
1. Payments must be affected net without any deductions within 30 days after delivery has been affected and the invoice received. However, for payments within 10 days of invoice receipt we shall grant a 3 % discount on the invoiced amount. Where the aforementioned 30-day period allowed for payment is exceeded the outstanding receivable shall be subject to interest of 5 % pa above the current basic interest rate. Proline Systems GmbH shall expressly reserve the right to claim compensation for default going beyond this pursuant to the legal provisions valid for such cases.
2. In each case when cheques are accepted they shall only be considered as a conditional payment i.e. payment shall only be deemed honoured once the sum payable on the cheque has been irrevocably credited to our accounts. Where cheques are not credited to the acceptor on time all outstanding claims for payment shall become payable at this point.
3. Should the buyer fail to honour or honour on time his payment obligations or those obligations arising from title retention the entire remainder owed - even deferred obligations - shall become payable immediately. The same shall apply where Proline Systems GmbH becomes aware of an unfavourable financial status of the buyer.
4. The buyer shall only be entitled to offset claims insofar as the claims for payment have been ascertained as undisputed or legally binding. The buyer shall not be entitled to a right of retention.
5. We must be informed of changes to the ownership, company type or other instances affecting commercial circumstances (creditworthiness) as well as changes of address in writing without delay. These instances shall entitle us, at our discretion, to immediately demand payment be made or a security be given in respect of payable or deferred claims arising from all existing transactions, to refuse further contractual services, to withdraw from the contract or to demand compensation for damages in place of payment.
6. Credit-unworthiness can be assumed implicit in the event of a cheque being protested.

VI. Complaints, Warranty and Liability
1. The buyer must make written notification of all identifiable defects, shortfalls, incorrect deliveries or lacking assured properties within no later than 3 working days of delivery, in any case however before resale, use, processing, joining, mixing or installation. The buyer shall undertake to check our products before installing. Hidden defects must be indicated in writing by the buyer as soon as they are discovered. Should the buyer fail to meet this obligation the goods shall be deemed accepted. In this case it shall then not be possible to issue claims on the warranty. The same obligations affect the buyer where the defects relating to the products supplied by Proline Profile System GmbH or consequential damage caused by these products are recognised only after they have been installed or put into operation. Proline Systems GmbH must always be given sufficient time and opportunity to view the damage or defect, to form a picture of the cause of the defect and, where relevant, to undertake disassembly tests even if longer term physical, chemical or application-based examinations and analyses are necessary. This shall equally apply if Proline Systems GmbH commissions appraisers or experts from outside the company to undertake these examinations or if the product liability insurer wishes to undertake such tasks in the course of liability law proceedings. It shall not be permitted to undertake any changes to the criticised products or the constructions pertaining thereto prior to a visit/appraisal. Should the customer fail to meet this obligation Proline shall be released from any liability or warranty unless the change can be proven not to have any effect on the extent of the defect/damage or its establishment. Where the emergence of damage was contributed to by a technical, executional or planning error on the part of the customer or a third party Proline shall only be liable for the damage - irrespective of any other liability limitations - where this damage can be proven to have been caused by the defectiveness of the supplied product. This shall equally apply to improper and/or untypical treatment of, or strain upon, the product during use. Proline supplies products and systems for the specialist retail trade and beyond this for the skilled craftsmen. It is assumed the ordering party and/or installer is familiar with, and knows how to use, the relevant rules of the business, standards and guidelines, knows the materials used and their properties and will install them appropriately in the correct technical fashion. Further-reaching special information on the products and their application exist in printed form and on the Proline website and can, if unavailable, be requested or consulted on request prior to ordering and realisation. We shall not be held liable for deployment of the products that deviates from those we describe or offer nor shall we will be held responsible for improper use of the products.
2. In the event of a defect it shall only be permitted to return the goods to us with our approval. We shall not be obliged to accept returns sent without our approval. In this case the buyer shall bear the costs for their return.
3.Where supplementary performance in the form of a new delivery takes places due to a justified complaint the provisions on delivery shall apply accordingly. Where the defect is to be remedied through reworking we must be granted a period of three weeks in which to do this. On presentation of a defect the buyer can initially demand supplementary performance. The right to choose whether a new item is to be delivered or the defect is to be remedied shall be taken by Proline Systems GmbH at its own discretion. Only when subsequent performance fails twice shall the buyer be entitled to withdraw from the contract and or to reduce the purchasing price. With claims that go beyond the mere provision or reworking of products because other connecting building materials and building components are damaged, liability shall be limited to the measures required to restore the usual / former state of the product based on the version and suitable to the previous period of usage. Proline shall only be liable for damage arising from supplied products and information to the extent suffered with swift notification, a search into causes, repair or new installation. With damage that worsens due to delayed action or lack of due care no liability shall be assumed for any damage beyond the original lesser one.
4. a) The right to withdraw from the contract shall not apply where the goods were manufactured according to special requests and specifications of the buyer or where a special order is involved with goods not usually stored at the warehouse or with goods clearly tailored for the personal needs of the buyer. The same shall apply once the properly delivered goods have been used.
b) For products changed, modified or re-produced according to customer wishes we shall only guarantee that these products meet, in a regular and suitable fashion, those specifications given to us. No guarantee shall be assumed for their safe use and functioning / usability. Our collaboration in planning the form, installation and function of the product is as a rule only to be understood as assistance without any claim to accuracy or  to a fully or even partially researched / thought-out service.
c) Special orders are orders of products that are not featured in our price lists in that kind, size and form. For manufacturing reasons these may differ from those products featured in the price list, other print media and on the website and/or from products appearing similar in terms of the materials used, the formula and/or size. We reserve the right to feature these divergences as they are production related and meet the functionality, use and installation possibilities to be normally assumed. It is generally to be assumed that special orders require special preparatory work, longer time and special planning prior and subsequent to their realisation.
5. Proline shall only be held liable for damages in the event of intent or gross negligence; beyond this only for ordinary negligence in the case of harm to life, bodily harm or injury to health, in the case of violation of obligations - whose fulfilment actually makes proper performance of the contract at all possible and on whose observation the customer can therefore depend - or in the case of violation of such customer rights the contract especially has to grant to the customer according to its content and purpose (so-called "cardinal duties").
6. The aforementioned limitations to liability shall also be valid in favour of our legal representatives, managing employees, all staff as well as our proxies and vicarious agents, this also being the case in the event of a possible direct recourse.
7. It shall not be possible to transfer warranty rights to third parties.
8. Should we be entitled to claim compensation instead of payment pursuant to § 281 of the German Civil Code (BGB) our claim to performance shall only then expire at variance with § 281 Section 4 of the German Civil Code (BGB) when compensation has actually been paid by the buyer/ordering party.

VII. Title Retention
1. We shall retain title on the goods delivered by us until such time as the buyer has settled all claims arising from the commercial transaction with us, in particular until such time as the balance has been settled.
2. In the event of the buyer acting in violation of the contract, in particular in the event of payment default, we shall be entitled to take back the delivery item; the buyer is obliged to surrender it. The act of taking back the delivery item shall not constitute cancellation of the contract unless we have explicitly declared cancellation in writing. In the event of seizure or other third party interventions the buyer must inform us of these forthwith in writing so that we may take legal action pursuant to § 771 of the Code of Civil Procedure (ZPO). Unless the third party is obliged or able to refund us the judicial and extra-judicial costs arising from the action pursuant to § 771 of the Code of Civil Procedure (ZPO), the buyer shall be liable for the loss we have incurred through this.
3. The buyer must store and label our goods subject to retention of title. The buyer shall be entitled to have access to the delivered goods as part of proper business practice, specifically to install or sell them. In so doing the buyer is obliged to indicate title retention to his customers in writing. However, the buyer's entitlement shall cease should he fall into arrears with payment commitments. In this case the buyer must give us the documents and information necessary to collect payment. Extraordinary injunctions, such as pledges or assignments as a security, shall only be operative with our written approval. The buyer must immediately make notification of third party access to those goods subject to retention of title. In the event of execution the ordering parties must immediately transmit to us a copy of the execution record and any solemn assurances that our retention of title on the seized item remains intact.
4. The buyer shall be entitled to collect claims from resale until such time as we revoke this, which is permissible at any time. The buyer shall already now transfer to Proline Systems GmbH all claims along with all secondary rights and securities until all outstanding claims have been settled, that he is entitled to from future sales, processing etc. of the goods supplied by Proline Systems GmbH in respect of his customers, namely those amounting to the invoiced sum plus 20%, as well as any of his own claims for surrender from goods subject to retained title.
5. The buyer's processing or transformation of the delivery item shall not affect our title on that item. Where our goods subject to retention of title are processed, mixed or joined with items not belonging to us or used to produce a new item through transformation, the buyer shall already now hereby transfer to us as collateral on our claims a proportion (of the invoiced amount) of their title of (joint) ownership of the new item. Where the delivery item is inseparably joined to other items not belonging to us and where this extraneous item is to be seen as a main item it shall be agreed that the buyer transfers to us a proportion of the joint ownership rights. The buyer shall hold in trust the sole or joint ownership rights so that any claims arising from this against Proline Systems GmbH can be repudiated.
6. Where the goods subject to retention of title are used by the buyer to fulfil a contract for services or for labour and materials, the claims from the contract for services or labour and materials shall be assigned to us to the same extent as laid down in Sections 4 and 5.
7. We shall undertake to release the collateral to which we are entitled at the buyer's request to the extent that the value of our collateral exceeds by more than 20% the claim to be safeguarded.
8. The buyer shall undertake to insure the goods subject to retention of title at his own cost against fire, water, theft and burglary. The rights ensuing from this insurance shall then be transferred to us. We accept this transfer.

VIII. Place of Jurisdiction and Performance
1. The place of performance for payments and deliveries as well as for all other claims is Boppard.
2. The place of jurisdiction is Koblenz - also for matters concerning bills of exchange  and cheques as well as for causes of action not relating to the contract but that concur with those of the contract. We shall, however, be entitled to also assert our claims at any other legally established place of jurisdiction.
3. This shall also apply if the buyer establishes his domicile or usual place of residence outside the German Federal Republic or the domicile or usual place of residence of the buyer is not known at the time when proceedings are instituted.

IX. Data Protection
1. The data necessary for business purposes shall be stored by Proline Systems GmbH. As part of the credit analysis we perform credit rating data exchange with companies who issue credit information taking into consideration their interests worthy of protection  in line with legal data protection provisions.
2. Proline Systems GmbH vouches that all persons aware of the contract shall also heed these regulations. However, Proline Systems GmbH points out that with online orders, due to the structure of the Internet, violations of data protection by other persons can occur over which Proline Systems GmbH has no influence. Proline Systems GmbH can therefore not be held liable for such violations.
3. Insofar as information is downloaded from our online range this information may only be used for private purposes. Use going beyond this, in particular the sale of such content, is not permitted. All details and information stated as part of our online range are non-binding.
4. Insofar as the content of our website is protected by the rights of third parties, Proline Systems GmbH shall not be held liable for the use of such information. It shall be incumbent upon the customer to ensure in each case whether data is free from protection rights.
5. Insofar as links are given to other websites Proline Systems GmbH shall not be liable for the content thereof and denies any liability for the content on such pages.

X. Miscellaneous
1. Should individual incidental provisions in contracts with our customers or in these General Terms of Business be or become fully or partially inoperative this shall not otherwise affect the validity of the contracts or the General Terms of Business. The inoperative provision shall be replaced by another one that comes as close as possible to the commercial purpose of the inoperative provision within the realm of what is legally permissible.
2. The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods and German international private law.
3. The official language of the contract is German.
PROLINE Systems GmbH, Postfach 51 11, D-56149 Boppard / 12/2008
General Terms of Business of Proline Systems GmbH