Legal mentions

1. These General Terms and Conditions apply for all our business relationships with our business partners and customers (hereinafter "the Purchasers").
The General Terms and Conditions only apply if the Purchaser is a contractor (Section 14 German Civil Code, BGB), a legal entity under public law or a special fund under public law.

2. The General Terms and Conditions apply especially for agreements concerning the sale and/or supply of moveable assets (hereinafter also known as "Goods") regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 651 German Civil Code, BGB). In case of a works supply agreement, our legal rights apply in accordance with Sections 642, 643, 645 of the German Civil Code (BGB) notwithstanding the legal regulation even if they are tangible goods.

3. The General Terms and Conditions also apply as a framework agreement for future business relationships with the same purchaser without us having to mention them again in every individual case.

4. Our General Terms and Conditions apply exclusively. Deviations from these General Terms and Conditions and their provisions require express, individual and written agreement. This applies especially for the application of the Purchaser's General Terms and Conditions. The fact that we perform delivery in the knowledge of the Purchaser's General Terms and Conditions does not cause them to become a part of the agreement. Oral supplementary agreements are only binding for us if we confirm them in writing.

1. Our quotations are without commitment and subject to confirmation. This also applies if we have supplied the Purchaser with catalogues, technical documentation (e.g. drawings, plans, calculations, prices, references to DIN standards), product descriptions or other documents - including in electronic form - in which we retain our proprietary rights and copyright.

2. Ordering of goods by the Purchaser counts as a binding offer of a contract. We are entitled to accept this offer of a contract within three weeks of receipt; we are not obliged to accept it. If acceptance takes place after the deadline and the Purchaser therefore regards themselves as no longer bound by their offer of contract, they are to inform us of this immediately in writing; otherwise the contract is regarded as concluded.

3. An express acceptance is required, which can be either declared in written form (e. g. through order confirmation) or through despatch of the Goods to the Purchaser.

1. The delivery period is agreed on an individual basis or specified by us on acceptance of the order. Insofar as this is not the case, the delivery period is four calendar weeks from the conclusion of the agreement. Delivery periods begin with the date of our final and complete confirmation of order. Delivery periods are regarded as kept to if the Goods are made available punctually for collection from our store or, in case of delivery at the Purchaser's request, for despatch.

2. A delivery period specified by us is only binding on condition that all technical questions have been clarified and the Purchaser promptly fulfils those actions incumbent on him in individual cases (e.g. procurement of executive instructions, official certificates or permits).

3. Insofar as we are not able to comply with binding delivery periods for reasons for which we are not responsible (non-availability of performance), we will specify a new delivery period appropriate to the respective circumstances. If the performance is also not available within the new delivery period, we are entitled to withdraw from the agreement either partly or wholly; any advance payment from the Purchaser will be refunded immediately. Non-availability of performance in these terms includes, but is not limited to, non-punctual supply to ourselves by our supplier if we have concluded a matching cover transaction.

4. The date from which our delivery is delayed is determined by the legal regulations. A reminder from the Purchaser is, however, necessary in each case.
If we fall behind with the delivery, the Purchaser can demand compensation for their loss due to the delay. Compensation is equal to 0.5% of the net price (value of Goods to be delivered) for every full calendar week of delay, but a total of no more than 8 % of the value of the delayed Goods delivered. We reserve the right to prove that the Purchaser has suffered no loss at all or only a significantly lower loss than the aforementioned amount. Further rights of the Purchaser exist only in compliance with Section 9 of these Terms and Conditions.

1. Insofar as nothing contrary is agreed, delivery takes place ex works or distributing warehouse, which both count as the place of fulfilment respectively. The Goods will be despatched to a different location at the Purchaser's request (sale by delivery to a place other than the place of performance). We are entitled to make partial deliveries insofar as the Purchaser tolerates this and as long as their legitimate interests are sufficiently taken into consideration.

2. The risk of accidental loss and accidental impairment of the Goods transfers to the Purchaser at the latest at the time of their being handed over to the Purchaser, the carrier, the haulier or the person or institution otherwise appointed to perform delivery. This also applies to partial deliveries. If delivery or performance is delayed due to circumstances which are attributable to the Purchaser, the risk transfers to the Purchaser upon notification of readiness for despatch.

3. Insofar as acceptance has been agreed, this is decisive for the transfer of risk. In other cases, the law applicable to works and services also applies for agreed approval.
Handover and acceptance shall be considered as being the same if the Purchaser is in arrears with acceptance.

4. If the Purchaser falls into arrears with acceptance or fails to co-operate, or if our delivery is delayed for other reasons attributable to the Purchaser, we are entitled to demand compensation for the ensuing loss, including additional costs (e.g. storage costs).

5. If the delivery of the goods is on palette these ones will be invoiced as well and will be credited only in case of carriage free and undamaged return (a check and aptitude of the palettes will be done in our plants).

6. The redemption of standard goods that are free of defects is excluded. In case of an exceptional redemption of free of defect goods the a credit only results if we declare the absolute reusability. The cost of freight resulting out of the returned goods will be charged to the buyer.

1. Insofar as nothing contrary is agreed in individual cases, the prices in our price list on the day the contract is signed apply in EUROs as a matter of principle, plus sales tax and within the country (not including islands) either free on truck at the receiving station or free on truck at the building site or store. This is always based on full wagon or truck loads of at least 24 t loading weight (less for some cranes depending on their design). "Free on truck at the receiving station" means that the recipient is liable for rail connection fees, weighing charges, freight charges for single-item despatch etc. "Free on truck at the building site or store" means delivery without unloading; unloading costs are borne by the recipient.

2. If, at the request of the Purchaser, the packaging is non-standard or the Goods are despatched on timber beams or special labelled returnable pallets this is invoiced separately according to the currently valid price list. The Purchaser may return the returnable pallets they receive by purchasing Goods, in good condition and carriage paid for us, for a refund of the scheduled price according to the price list, but only up to the balance of the number of pallets we have listed as lent to them at the time of return (issues/returns). Only issues within the last 12 months are included when determining the balance.

3. In case of collection by the customer, the freight is refunded according to our respective refund conditions, a copy of which can be despatched on request. Packaging material is not taken into account when determining the freight weight - freight refunds are exclusively for the weight of the Goods.

4. If the cost factors after conclusion of the contract but before delivery have changed significantly (e.g. through an increase in the price of raw materials, material costs, exchange rates etc.), we are entitled to make appropriate price adjustments unless our prices were expressly described as fixed prices at the time of concluding the contract.

5. As long as there is no other payment target is agreed upon - our invoices are due for payment 30 days after the invoice date without further discount. We grant 3 % discount on the invoice final amount, in case of immediate bank direct debit we grant 4 % discount on the invoice final amount. The credits issued by us - apart from the bonus credits - will be reduced by the discount amount that is displayed separately on the credit note. The fulfilment of payment for the buyer arrives with the credit entry on one of our mentioned banking accounts. The place of fulfilment for payments is Oberursel.

6. We accept bills of exchange, cheques or other briefing documents only after prior written agreement and only if honoured. Their associated costs and expenses and the risk for punctual presentation and protesting are borne exclusively by the Purchaser.

7. If the Purchaser does not pay promptly, interest is payable on the purchase price at the current respective valid default interest rate during the period of default. We reserve the right to assert claims for further compensation for loss. Our claim to maturity interest towards traders remains unaffected (Section 353 of the German Commercial Code, HGB).

8. The Purchaser is entitled to set off or retain claims only insofar as the respective counterclaim has been legally established or recognised by us. Section 7 No 8 remains unaffected by delivery defects.

1. We reserve the title to the Goods sold until all our current and future claims arising from the purchase agreement and current business relationship (secured claims) are paid in full.

2. The Goods subject to retention of title may not be pledged to third parties nor assigned as security until such time as the secured claims are paid in full. The Purchaser must inform us immediately in writing if and insofar as Goods belonging to us are accessed by third parties.

3. If the Purchaser acts in contravention of the contract, in particular through non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with the legal provisions and to demand the return of the Goods on the basis of the reservation of title and the withdrawal. If the Purchaser does not pay the purchase price due we are only entitled to assert these rights if we have previously set the Purchaser a reasonable deadline which has failed, or if setting such a deadline is superfluous according to the legal provisions.

4. The Purchaser is authorised to resell and / or process the Goods subject to reservation of title in the normal course of business. In this case, the following additional provisions apply:
4.1. The reservation of title extends to Goods arising from the processing, mixing or combination of our Goods to their full value. We count as the manufacturer. If the proprietorship of third parties remains after processing, mixing or combination with their Goods we acquire co-ownership proportionally to the invoice value of the processed, mixed or combined Goods. The same also applies for the product created as for our Goods supplied under retention of title.
4.2. The Purchaser cedes claims towards third parties arising from resale of the Goods or product either wholly or to the amount of our co-ownership share in accordance with Number 4.1 above as security. We accept the cession. The Purchaser's obligations as mentioned in Number 2 also apply in consideration of the ceded claims.
4.3. The Purchaser remains entitled to collect claims in addition to us. We undertake not to collect the claim as long as the Purchaser fulfils their payment obligations towards us, does not fall into arrears, no application has been made to open insolvency proceedings and no other lack of capacity exists. If this is, however, the case, we can demand that the Purchaser discloses the ceded claims and their debtors to us, provides all information necessary for collection, hands over all the necessary documents and informs the debtors (third parties) of the cession.
4.4. If the value of the securities exceeds that of our claims by more than 20 %, we will release securities at the Purchaser's request at our discretion.

1. The legal provisions apply for the Purchaser's rights in case of material and legal defects (including incorrect and incomplete delivery and inappropriate installation or defective installation instructions) insofar as nothing contrary is determined in the following.

2. The basis of our liability for defects is, above all, the agreement made regarding the condition of the Goods. Our product descriptions, which are identified as such, count as an agreement regarding the condition of Goods with which the Purchaser was provided before ordering or which were included in the contract in the same way as these General Terms and Conditions. We retain the right to make modifications of, for example, a technical or optical nature which have no significant effect on serviceability and do not account for any deviation from the agreed condition.

3. Any agreement regarding the condition of the Goods does not imply any promise of guarantee. We undertake special guarantees only on the basis of a separate, express and written agreement which regulates the content and extent of the guarantee independently of these Terms and Conditions and the Purchaser's legal rights.

4. Insofar as the condition was not agreed, the Goods are free of material defects if they are suitable for the purpose assumed by the agreement. In addition to the legal regulations, the Goods are also free of material defects if they demonstrate those properties which the Purchaser can expect according to the product description specified by us; it is sufficient if the product description was handed to the Purchaser after conclusion of the agreement (in particular together with the Goods). We accept no liability, however, for public statements by other manufacturers or other third parties (e.g. for their advertising claims).

5. The Purchaser's defect claims require that they have fulfilled their legal obligations to investigate and reprimand (Sections 377, 381 of the German Commercial Code, HGB). If a defect is visible either during the inspection or later we must be informed of this immediately. This information is regarded as immediate if takes place within two weeks. Regardless of the aforementioned obligations to investigate and reprimand, the Purchaser must report obvious defects (including incorrect and incomplete delivery) in writing within two weeks of delivery. Prompt despatch of the relevant report is sufficient to meet the respective deadline. Every report must be submitted in writing. If the Purchaser does not fulfil the aforementioned obligation to report defects, our liability for the non-reported defect is excluded.

6. No further defect claims exist insofar as a defect was caused exclusively or mainly by the Purchaser or a third party.

7. If the Goods supplied are defective, we can initially choose whether we provide supplementary performance by eliminating the defect (rectification) or by supplying a defect-free item (replacement delivery). Our right to refuse the selected type of supplementary performance under the legal requirements remains unaffected. We bear the expenses required for the purpose of supplementary performance, in particular transport, shipping, work and material costs. The Purchaser must give us the necessary time and opportunity for supplementary performance; in particular it must hand over the Goods complained about for the purposes of testing or - insofar as this is not possible with an acceptable amount of time and effort - grant us access to the Goods. In case of supplementary performance by supplementary delivery we have the right to demand the return of the defective item from the Purchaser in accordance with the legal provisions.

8. We are entitled to make the supplementary performance dependent upon the Purchaser paying an appropriate proportion of the purchase price in relation to the defect before supplementary performance.

9. In case of a threat to operating safety and to avert disproportionately serious losses, the Purchaser is entitled to eliminate the defect themselves or have the defect eliminated by third parties by way of self-remedy following prior consultation with us and to demand compensation for the necessary expenses. They will immediately report to us about the type and extent of the measures taken for this. The right to self-remedy does not exist if we were authorised to refuse such a supplementary performance in accordance with the legal provisions.

10. If supplementary performance has failed or a deadline for supplementary performance to be set by the Purchaser has passed without success, or is unnecessary according to the legal provisions, the Purchaser may withdraw from the sale agreement or reduce the sale price. The right to withdraw does not, however, apply for minor defects. The Purchaser's entitlement to supplementary performance expires upon declaration of withdrawal or abatement.

11. Claims by the Purchaser for compensation or reimbursement of futile expenses exist only subject to Section 9; for the rest they are excluded.

1. If the Purchaser sells on the newly manufactured Goods supplied by us to a consumer, the following provisions apply for the buyer's claims for defects in addition to the aforementioned Section 7 and the legal regulations.

2. The lawful presumption that the defect already existed at the time the risk transferred to the Purchaser (Sections 478 paragraph 3, 476 of the German Civil Code, BGB) also does not apply, other than in legally regulated cases, if a period of more than six months lies between the transfer of risk to the Purchaser and the transfer of risk to the Purchaser's buyer.

3. The Purchaser's rights to supplementary performance in accordance with Section 7 No. 7 apply with the following proviso: the Purchaser can demand the type of supplementary performance of us which they owe their buyer in individual cases - taking into account the buyer's legal and contractual rights of refusal; a right to choose is excluded for us. The Purchaser is entitled to cede this claim for supplementary performance to their buyer, but only for the purposes of fulfilment and/or by way of security, i.e. irrespective of their own continued liability towards the buyer. Assignation in place of fulfilment is void. Our right to refuse this supplementary performance under the legal requirements remains unaffected.

4. If we have agreed a settlement of equal value with the Purchaser in terms of Section 478 paragraph 4 of the German Civil Code (BGB), claims for reimbursement of expenses which they had to bear in their relationship to their buyer are excluded (Section 478 paragraph 2 BGB).

1. Insofar as nothing contrary is provided for in these Terms and Conditions, including the subsequent provisions, we are liable for infringements of contractual and extra-contractual obligations in accordance with the relevant legal provisions.

2. We are liable for compensation - for whatever reason - only
- in case of premeditation and gross negligence on the part of our agent or
- in case of damage arising from death, injury to body or health or
- in case of violation of a significant contractual duty; in this case our liability is, however, limited to the amount of the damage which is foreseeable and might typically occur.

3. The limitations on liability stated in Number 2 do not apply.
- if we have fraudulently concealed a defect or
- have assumed a guarantee for the condition of the Goods and
- with regard to the Purchaser's claims under the Product Liability Act.

4. The Purchaser may only withdraw or cancel on account of a breach of duty which does not consist of a defect if we are liable for the said breach of duty.

5. A free right to cancel on the part of the Purchaser (in particular in accordance with Sections 651, 649 of the German Civil Code, BGB) is excluded. Withdrawal or cancellation must be declared in writing. The legal requirements and consequences also apply.

1. The reciprocal claims of the contractual parties become time-barred in accordance with the legal provisions insofar as nothing else is provided for in the following.

2. Notwithstanding Section 438 paragraph 1 No. 3 of the German Civil Code, the general limitation period for claims arising from material and legal defects is one year as from delivery. Insofar as acceptance has been agreed, the limitation begins with acceptance.
Claims arising from legal defects do not, however, become time-barred as long as the third party can still assert his rights - in the absence of limitation - against the Purchaser.

3. The legal limitation period applies for structures and newly manufactured Goods which, in accordance with their usual manner of use, have been used for a structure and which have caused its defectiveness (Section 438 paragraph 1 No. 2 of the German Civil Code).

4. The aforementioned limitation periods also apply in case of supplier regress in accordance with Section 9 above; the legal limitation period for the reimbursement of expenses (Sections 478 paragraph 2, 479 paragraph 1, paragraph 3 of the German Civil Code) and also the legal obstruction of limitation (Section 479 paragraph 2, paragraph 3 of the German Civil Code) remain unaffected, however.
5. The legal provisions in case of fraudulent intent also remain unaffected in all cases (Section 438 paragraph 3).

1. The law of the Federal Republic of Germany applies for these Terms and Conditions and for all legal relationships between us and the Purchaser with the exclusion of all international and supranational (contractual) jurisdictions, in particular the CISG. Requirements and effects of retention of title in accordance with Section 6 are, on the other hand, subject to the law applicable at the respective storage location of the Goods, insofar as the choice in favour of German law is impermissible or ineffective according to such laws.

2. If the Purchaser is a trader in terms of the German Commercial Code, a public corporation or a special fund under public law the exclusive - and international - the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Frankfurt am Main. We are, however, also entitled to take legal action at the Purchaser's general place of jurisdiction.

3. The place of fulfilment for both parties for our deliveries and services is the location of our supplying plant or our distributing warehouse; for payments it is our company domicile, Lafarge Gips GmbH, Oberursel.

Last updated: January 2006

All our orders and commissions are based exclusively on our General Terms and Conditions of Purchase set out below. These conditions apply equally for all works and other services ordered or commissioned by us, in particular also for installation services.

1. Our Terms and Conditions of Purchase apply exclusively. We do not recognise the supplier's terms and conditions of purchase unless we have expressly agreed to their validity. Our Terms and Conditions of Purchase also apply if we accept deliveries from the supplier without reservation in the knowledge of the supplier's conflicting conditions or conditions which deviate from our Terms and Conditions of Purchase.

2. Our terms and conditions of purchase apply - insofar as nothing contrary is provided for - only if the supplier is an entrepreneur (Section 14 of the German Civil Code), a public corporation or a special fund under public law.

3. Our terms and conditions of purchase also apply for all future business with the supplier.

1. Quotations are to be presented in writing and are free of charge for us. The supplier is obliged to expressly accept our order (offer of contract) within a maximum period of one week. Belated acceptance counts as a new offer of contract and requires our acceptance.

2. Contracts (i.e. including order and declaration of acceptance) and also modifications and/or additions thereto - including during their performance - must be made in writing to be effective.

3. The supplier bears the procurement risk for their services.

1. The supplier is obliged to solicit information from us as to the intended use of the Goods to be supplied by them and in this connection also take into account seasonal and other fluctuations in operating and deployment conditions. They should inform themselves in particular of the regular machine running times and maintenance options.

2. Machine components and parts are fundamentally to be designed and arranged in such a way that they can be maintained, inspected and replaced quickly and easily and, if possible, without having to dismantle other machine parts.

3. The supplier assumes the task of advising us on the selection and specification of the items to be supplied as a separate obligation, in particular also the obligation to inform us of concerns regarding the suitability of items selected by us and regarding our specifications for the intended purpose. The supplier will inform us immediately in writing if they have concerns about the manner in which we wish the delivery or service to be performed or if they see themselves impeded by third parties or by us in the performance of their delivery or service.

4. We are entitled to obtain information, even before completion, as to whether the service ordered by us is being performed professionally and in accordance with the contract. The supplier is obliged to grant us access to the necessary documents on request. Information of the aforementioned kind has no legal effect with regard to any possible acceptance - in particular it does not replace any such acceptance - nor does it limit the responsibility of the supplier with regard to his performance in any way.

1. We can demand subsequent changes to the performance and quantity of the agreed scope of supply insofar as this is required for specific operational reasons (e.g. a significant change in our order situation) and if the change is customary in trade or is reasonable for the supplier. We must declare the demand for change in advance with two weeks' notice.

2. If the construction of new plant is the object of the agreement, the supplier is not entitled to delegate performance of the principal service to third parties (e.g. sub-contractors) without our prior written agreement.

1. The price stated in the order is a fixed price. Insofar as VAT is not explicitly stated in the order, the stated price is regarded as a fixed price including the respective applicable VAT. Every price change requires our prior written agreement. Additional performance / services and/or changes to the performance / services will only be paid for if a corresponding supplementary written agreement has been made before this service is performed.

2. Pricing is "delivered duty paid" ("DDP" in accordance with the Incoterms 2000) including appropriate packaging carriage free to the specified delivery address.

3. The agreed price is due for payment 30 calendar days after complete delivery and performance and receipt of invoice. If we pay within 14 calendar days, the supplier grants us 3 % discount on the gross invoice amount. Reminders must be in writing. The submission of the remittance order to the bank/credit institution or the day of despatch of the cheque applies for the timeliness of our payment.

4. We can only process invoices if the order number specified in the order is stated. The supplier is responsible for all consequences due to non-observance of this obligation insofar as they do not prove that they are not accountable.

5. We are entitled to exercise our setoff or retention rights to the full extent of the law.

1. Delivery periods and deadlines are binding for the supplier. If the supplier does not render performance within the agreed delivery period or falls into arrears, we are entitled to legal remedy, particularly with regard to withdrawal form the contract and compensation.

2. The delivery is made "DDP" in accordance with the Incoterms 2000. The Goods must be appropriately packaged.

3. The supplier is obliged to inform us immediately in writing if circumstances arise or become foreseeable which prevent the agreed delivery periods and deadlines from being adhered to.

4. If the deadline for execution is exceeded due to force majeure we can demand the delivery / performance from the supplier at a later date at the original agreed conditions or withdraw partly or wholly from, or cancel, the contract after a reasonable period of grace.

5. The absence of necessary documents, data, materials and the like to be provided by us only excludes a delay on the part of the supplier if the supplier has reminded us of this in writing and has not received the items within a reasonable period of time.

6. If the supplier is in arrears, we can demand a contractual penalty to the amount of 0.25 % of the agreed net price per working day. The contractual penalty may, however, only amount to a maximum of 5 % of the agreed net price. We are entitled to demand the contractual penalty in addition to fulfilment and as a minimum amount for compensation for which the supplier is liable in accordance with legal provisions. The assertion of a further claim for losses remains unaffected. If we accept the belated performance we can only demand the contractual penalty if we have declared a corresponding caveat against the supplier within 10 working days from receipt of the belated delivery.

1. The supplier guarantees that the Goods supplied correspond to the contractual agreements. This applies in particular for the function, operating speed and precision but also for contractually defined supply sources, formulations, specifications or production methods. They are obliged to inform us of planned changes sufficiently promptly so that we have the opportunity to check the suitability of the modified Goods and, in case of non-suitability, to be in a position to produce sufficient quantities of the contractually defined Goods until such time as we are able to find other sources of supply in order to be able to continue our operations. This applies especially for suppliers of raw, auxiliary and operating materials.

2. Machines are to be supplied in the latest design and must correspond to current technical expertise and technology in the area of machine construction and be constructed using machine parts standardised to DIN/EN. All machines, devices and equipment offered must correspond to the legal provisions, in particular the protection provisions of the Equipment Safety Act, the DIN, EN and Association for Electrical, Electronic & Information Technologies (VDE) regulations as well as the regulations of the occupational co-operatives, especially the accident prevention regulations.

3. Suppliers of software also expressly assume a guarantee for the freedom of defects of the software and its data structure and guarantee proper duplication.

4. The supplier guarantees the use of materials suitable for the performance, correct and appropriate execution, taking into account the currently latest state of science and technology.

5. The supplier expressly guarantees the full correlation of the Goods sold with the samples and prototypes supplied by them.

6. The supplier is obliged only to supply us with such Goods as are consistent with all obligatory valid laws, prescriptions, standards and provisions and which enable us to conform to the regulations regarding the Goods without further measures being necessary.

7. The supplier also remains responsible for their performance/service and its fault-free provision even if we have signed, approved and stamped the plans, drawings, calculations and other construction documents provided by the supplier and marked them as seen or similar.

8. Insofar as nothing contrary is provided for in the following, the legal provisions apply for our rights in case of material defects and defects of title in the supplied Goods, in an agreed installation or in installation or operating instructions which are to be delivered and also in case of other breaches of duty by the supplier.
a. Our notice of defects in terms of the duty to check and advise in accordance with Sections 377, 381 of the German Commercial Code (HGB) is to be regarded as immediate and timely if it reaches the supplier within two weeks.
b. If the Goods supplied are defective, we can demand supplementary performance. The supplementary performance takes place at our discretion at the expense of the supplier through rectification of the defect or through delivery of fault-free Goods. If one (1) attempt at supplementary performance by the supplier fails, or they have refused supplementary performance without justification, or have let a reasonable deadline set by us pass, we are entitled without further ado to rectify the defect ourselves or have it rectified on our behalf by third parties and to demand that the supplier reimburses us for the necessary expense and to demand an appropriate advance from them for this. The right to withdraw and to compensation for further losses incurred remains unaffected. This right to self-remedy of defects does not apply if the supplier is entitled to refuse supplementary performance according to the legal provisions.
c. If immediate rectification of the defect is not possible due to our operating conditions, the supplier must immediately provide temporary relief insofar as the time and expense for this is not disproportionate to our interest in temporary relief. The ultimate rectification of defects must be performed as soon as our operating conditions permit.
d. In cases where operating safety is jeopardised, to prevent disproportionate damage or if the supplier is in arrears with rectification of the defect, we are entitled to rectify the defect ourselves or have it rectified by third parties by way of self-remedy and to demand compensation for the necessary expense. We will immediately inform the supplier of the existence of the two former cases and also the type and extent of the measures taken.
e. Our legally defined rights of recourse within a supply chain (Sections 478, 479 of the German Civil Code) also apply if the Goods at the end of the supply chain were not supplied to a consumer but to an entrepreneur. The rights of recourse in Sections 478, 479 of the German Civil Code also apply if the supplier did not supply us with the defective item but components or raw materials which were defective.
f. In case of both supplementary performance and withdrawal, we can set the supplier a reasonable deadline for collecting the defective Goods. After the deadline has passed, we can dispose of the Goods at the supplier's expense whilst maintaining the supplier's economic interests, e.g. through direct sale, and pay out the sum received to the supplier (matching payment with refund of the sale price or supplementary performance).
g. Insofar as a right to compensation and reimbursement of expenses is part of the contract, the supplier is liable for its continuance and the miscellaneous freedom from defect of title notwithstanding Section 437 Number 3 of the German Civil Code, even if they were not aware of and are not accountable for the defect.

The supplier of machines is obliged
a. to keep in stock replacement parts for the machine supplied for double the period specified as the valid service life of the machine in the German tax administration's applicable depreciation table.
b. to maintain customer service which is available on working days during normal business hours for the duration of the applicable guarantee period.

1. The reciprocal claims of the parties to the contract are time-limited according to the legal provisions insofar as nothing contrary is provided for in the following.

2. Notwithstanding Section 438 Paragraph 1 No. 3 of the German Civil Code, the general limitation period for material defects and defects of title is three years from delivery of the Goods. Over and above this, the limitation period for raw materials which are processed by us into finished products which are used for construction in accordance with their normal manner of use is six years.

3. Notwithstanding Number 2. above and Section 438 Paragraph Abs. 1 No. 2 of the German Civil Code, the general limitation period for material defects and defects of title for constructions and items which have been used for construction in accordance with their normal manner of use and which have caused its defectiveness is six years from delivery of the Goods.

4. If delivery has not taken place, the limitation period begins with the emergence of the claim.

5. For our extra-contractual claims to compensation which are connected with defects in the Goods, the limitation periods as specified in sales law and the above Numbers 2. and 3. apply only as minimum periods; for the rest, the regular legal limitation period applies (Sections 195, 199 of the German Civil Code). The same applies if a sold right does not exist, the supplier has taken over a guarantee or has fraudulently concealed a defect.

6. The limitation of defect claims is also put on hold if the supplier checks for the presence of a defect themselves. The suspension of the limitation period only ends when the supplier informs us in writing that the proceedings are completed or we are sent the result of the check or the supplier refuses the continuation of the defect rectification in writing. Resumption of the proceedings, checking or defect rectification causes the limitation to be put on hold again.

1. Insofar as nothing contrary is contractually expressly provided for, we acquire at least (no longer separately invoiced) the temporally and regionally unlimited, non-exclusive and non-transferable copyright, industrial property rights and rights of use to performances specifically manufactured or developed for us as part of our order (e.g. tooling, products, contractual documents, drawings, constructions etc.) with payment of the agreed and due amount.

2. Insofar as nothing contrary is the subject of a separate express agreement, this clause does not extend to expertise, knowledge and/or protective rights the supplier possessed before the order was performed or which only emerged by reason of the order.

1. The supplier is responsible for ensuring that rights of third parties within the Federal Republic of Germany and in our export countries as known to the supplier at the time of conclusion of the contract are not violated in connection with his delivery.

2. If a third party makes a claim against us for this reason, the supplier is obliged to indemnify us for these claims when requested in writing. Should the supplier not have indemnified us within a reasonable period, we are entitled to enter into agreements with the third party, in particular to conclude a settlement and to acquire agreement to the use of the contractually agreed use of the relevant delivery items and/or services from the third party at the expense of the supplier.

3. The supplier's obligation to indemnify and compensate applies to all costs (in particular legal costs, licence fees, compensation payments and other expenses) which we accrue from or in connection with the third party's claim and their settlement. The supplier must also provide us with legal assistance on request and enter into legal disputes at his expense.

1. We retain the title and copyright to all pictures, drawings, calculations, models and all other specifications and documents (summarised in the following as "Documents") with which we furnished the supplier for the purposes of contract fulfilment. The Documents may be used by the supplier exclusively for manufacturing on the basis of our order. They are to return the Documents, including all copies and duplicates, including those in electronic form immediately on request at any time. These must be returned to us unsolicited after the order is completed.

2. Number 1 applies accordingly for Documents produced by the supplier according to our specifications. They are to label all these Documents with the remark: "produced for Lafarge Gips". The supplier is obliged to transfer the title in all Documents thus labelled to us immediately. We hereby waive the receipt of a corresponding declaration of intent. We hereby assume the transfer of title by the supplier. So long as and insofar as the supplier is still in possession of the Documents, they possess them as an intermediary for us.

3. All Documents mentioned in Numbers 1. and 2. are to be treated in strict confidence towards third parties unless disclosure takes place with our prior express written permission. The confidentiality obligation also applies after the contract has been wound up. It expires, however, if and insofar as the production knowledge in the lent Documents has entered the public domain.

4. Third parties may only be informed of the business relationship which exists with us with our permission.

1. A right of retention on the part of the supplier due to possible claims is excluded, unless the right of retention is based on the same contractual relationship.

2. Offsetting by the supplier of claims to which we are entitled is only permissible insofar as they are offset with a claim which is undisputed, i.e. recognised in writing or established as legally valid.

1. Insofar as we provide the supplier with parts or materials, we reserve the title thereof. Processing or re-forming by the supplier is performed on our behalf. In case of processing or mixing, we acquire co-ownership of the new item proportionate to the value of the Goods we provided in relation to the other processed Goods at the time of processing.

2. The Goods are assigned to us unconditionally and without regard to the payment of the corresponding price. All forms of extended retention of title are in any case excluded so that retention of title towards us which is declared to be valid by the supplier only has the effect of simple retention of title.

1. Insofar as the supplier is responsible for a product defect, they are obliged to indemnify us from third party compensation claims insofar as the cause lies within their domain and area of organisation and they themselves are liable within the external relationship.

2. In terms of their obligation to indemnify, the supplier must refund any possible expenses which arise from or in connection with a recall action performed by us in accordance with Sections 683, 670 of the German Civil Code. We will inform the supplier of the content and extent of the recall action to be performed - as far as possible and reasonable - and give them the opportunity to respond. Further legal claims remain unaffected.

3. The supplier must conclude and maintain product liability insurance with a blanket sum of at least € 2.5 million per incidence of personal /material damage. The supplier must verify the existence of this insurance protection to us on request.

1. Insofar as nothing contrary arises from the order, the delivery address specified by us is also the place of fulfilment.

2. The law of the Federal Republic of Germany applies for these Terms and Conditions and for all legal relationships between us and the Purchaser with the exclusion of all international and supranational (contractual) jurisdictions, in particular the CISG. Requirements and effects of retention of title in our favour are, on the other hand, subject to the law applicable at the respective storage location of the Goods, insofar as choosing German law is impermissible or ineffective according to such laws.

3. If the supplier is a trader in terms of the German Commercial Code, a public corporation or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Frankfurt am Main. We are, however, also entitled to take legal action at the supplier's general place of jurisdiction.

Last updated: 12th October 2006