1. Scope of Terms

1.1 Deliveries, services and offers on behalf of the Contractor are exclusively subject to these terms and conditions. They apply thus also for all future business relations, even if they are not expressly agreed again. No later than upon acceptance of the goods and/or services or of the material of the Contractor are these terms considered accepted. Counter confirmations issued by the Client referring to his terms of business, purchase and/or service are hereby expressly objected to.

1.2 The deviation from these terms and conditions is solely effective if the Contractor expressly acknowledges them in writing.

1.3 These terms and conditions apply to business conducted with entrepreneurs, businessmen, public law entities as well as special fund public law bodies.

2. Offer and Acceptance

2.1 If the order qualifies as an offer pursuant to § 145 BGB (Bürgerliches Gesetzbuch - German Civil Code) the Contractor may accept the same within a period of 4 weeks. The offers of the Contractor, unless expressly stated otherwise, are at all times subject to change without notice.

2.2 The Contractor reserves the title and the copyright to illustrations, drawings, conceptions, calculations, templates, data, data carriers and other documents; these must not be made accessible to third parties and/or be used without approval. The above applies in particular to such data, information and written documents deemed confidential; prior to forwarding the same to third parties, the Client shall obtain the express written approval from the Contractor.

2.3 Drawings, illustrations, dimensions, weights and other performance data are only binding if this has been expressly agreed in writing. Such details are not to be understood as warranted properties.

3. Period of Delivery & Performance, Delay

3.1 The commencement of the periods of delivery & performance stated by the Contractor prerequisites the clarification of any and all technical and organisational issues as well as the fulfilment of the Client's co-participation duties.

3.2 The dates and periods named by the Contractor are non-binding, unless expressly agreed otherwise in writing. Procurement risks, as a rule, are not accepted by the Contractor.

3.3 Delays of delivery or in the performance of services due to Force Majeure as well as due to events which substantially impede the Contractor's performance of the delivery/service, or render such performance impossible (e.g. strike, lock-out, unforeseen weather conditions etc.) authorise the Contractor to postpone the deliveries or services by the duration of such hindrance, plus an appropriate starting period. The same applies if the aforementioned obstacles occurred at suppliers/sub-contractors of the Contractor or at their respective sub-suppliers. The Contractor, if necessary, will propose an alternative solution.

3.4 This is subject to the correct and timely delivery to the Contractor.

3.5 If the Contractor did not perform a due service as contractually stipulated then the Client may not withdraw from the contract and/or demand damages instead of the full performance, or demand replacement for futile expenses, provided the failure of the Contractor to comply with his duties is of irrelevant nature only.

3.6 The Contractor is only in delay following a reminder, unless the law or the contract stipulate otherwise. Reminders and periods of time on behalf of the Client must be stipulated in writing to become effective.

3.7 The compliance with the Contractor's duties of performance and delivery prerequisites the timely and proper fulfilment of the Client's duties. The objection in the event of an unfulfilled contract remains reserved. The Contractor is entitled to perform a partial delivery or service.

3.8 In so far as the Contractor does not perform a due service or does not perform it as owed, the Client may rescind the contract and, under the proviso of the culpable violation of a contractual duty on behalf of the Contractor, notwithstanding the further prerequisites in accordance with the subsequent items, may demand compensation instead of the performance or replacement for futile expenses. A further requirement is that the Client determined an appropriate period of a minimum 2 days for the performance or post- performance and that such period expired unsuccessfully.

3.9 The Client is obliged to combine the additional period of time for curing in accordance with the above Item 3.8 with the clear statement that upon the fruitless expiration of such additional period he will refuse the delivery and will assert the rights resulting from the above Item 3.8 against the Contractor.

3.10 If the Contractor's performance has already been partly effected the Client may only demand compensation instead of the full performance in so far as his interest in the entire performance calls for this. The rescission of the entire contract is only possible in this case if the Client can establish that he holds no interest in its part performance.

3.11 Should the Contractor be in delay for reasons for which he assumes responsibility then the liability for damages, in the event of ordinary negligence, is excluded. The above limitation of liability does not apply if the delay is due to the fact that the Contractor culpably infringed a material contractual duty. In cases such as these the Contractor's liability is limited to the foreseeable damage typical of the contract. In the event of an intentional violation of contract for which the Contractor is responsible the Contractor is liable pursuant to the statutory regulations. Further claims for compensation on behalf of the Client are excluded for all cases of delayed delivery and/or service, even upon expiration of a possible additional period of time stipulated by the Contractor. This does not apply in the event of mandatory liability for cases of intent, gross negligence and for physical injury; this is not bound to a modification of the burden of proof to the disadvantage of the Client.

3.12 In the event of a delay of acceptance on behalf of the Client and/or in the event of a violation of co-participation duties (cf. subsequent Item 4) the Contractor is entitled to assert the statutory claims to which the Contractor is entitled. The risk of accidental loss and/or accidental deterioration of the subject matter of performance passes no later than at such moment to the Client when he is in default of acceptance.

3.13 The Contractor is entitled to offer to the Client a technically comparable contractual performance / contract solution, provided that this is tolerable and in accordance with the Client's objective interest. Technical modifications and/or innovations always remain reserved.

4. Duties of Co-participation

4.1 The complexity and the connection to the customer of the Contractor's contractual performance make the successful performance achievable only within the framework of a co-operation between the Client and the Contractor. Especially with regard to creating the event's concept, project description, specifications etc. a high degree of design-related decisions by the Client are necessary for the project and functional flows. Duties of co-operation and co-participation of the Client constitute substantial contractual duties.

4.2 The Client will perform as a substantial contractual duty on time and free of charge the necessary services of co-participation and provision in full and of perfect quality and shall maintain these for the duration of the performance of the service by the Contractor. The Client shall provide at the location of assembly on time and free of charge the equipment as well as expendables such as water and power at the required scope. The Client shall provide to the Contractor or his employees in proximity to the location of assembly and at no cost lockable and supervised rooms where the subject matter of delivery and/or service as well as equipment, tools and clothing of the Contractor's staff can be stored and protected against theft and damage. The Client shall obtain the necessary permits for the performance of the contract as well as of the event on time prior to its commencement and shall submit proof of the same to the Contractor upon request. The Client secures the accessibility of the venue by truck.

4.3 The Client will test every performance phase of the Contractor as to being free of defects and as to its usability in the precise situation.

4.4 The Client shall provide to the Contractor, if intended by the contract, the work results of third parties to generate the subject matter of performance free of defects and in full. The Client guarantees their usability and releases the Contractor and its subcontractors of the liability for claims of third parties based on the use of these work results.

4.5 For any acceptance to be possibly carried out the Client declares toward the Contractor whether the contract performance complies with the specifications or the description of services and is as stipulated. For separable parts of the performance which can be used independently the Contractor may demand the performance of partial acceptances/part deliveries. In this case the entire performance is deemed accepted upon the final partial acceptance (final acceptance). The starting of the contractual performance on behalf of the Client is equally considered an acceptance. Already completed partial acceptances are not affected by the success of the final acceptance.

4.6 The above duties pursuant to Item 4.2 apply accordingly for any disassembly of provided equipment to be performed by the Contractor.

4.7 This does not affect further duties of co-participation, especially in conjunction with lease agreements (cf. subsequent Item 8). The Client shall in particular effect the contractually agreed payments at the agreed dates.

5. Passing of Risk, Dispatch, Packaging

5.1 Unless different agreements have been made, the delivery ex works "Emsdetten" is agreed. The risk passes to the Client as soon as the consignment has been handed to such person performing the transport or, for the purpose of dispatch has left the Contractor's warehouse; this applies even if the Contractor should perform the transport by himself.

5.2 Should the dispatch become unfeasible at no fault of the Contractor's the risk passes to the Client upon notification of its readiness for dispatch.

5.3 If requested by the Client the Contractor shall cover the delivery by transport insurance; any costs arising to this extent are borne by the Client.

5.4 Handling means and any other packaging subject to the packaging ordinance will not be accepted if returned; this does not include reusable handling means such as pallets, skeleton boxes, etc. The Client is obliged to ensure the disposal of disposable packaging at his cost. The reusable handling means are only on loan to the Client. The Client is obliged to return them in a proper condition and undamaged.

6. Prices and Payment

6.1.1 The prices listed in the Contractor's respectively updated price lists are definitive and apply plus the respectively applicable statutory value added tax. Additional deliveries and services are invoiced separately. The Contractor reserves the right to modify the prices appropriately if upon signing of the contract a reduction or an increase of costs occurs, especially due to collective agreements or due to changes to the price of material. The Contractor shall provide proof of the same to the Client upon request.

6.1.2 Services – unless otherwise agreed – will be remunerated according to expenses in the form of daily rates pursuant to the Con- tractor's respectively applicable price list. If the Contractor's staff work outside the working hours between 06.00 hr and 20.00 hr with the Client's permission the proportionate daily rate will increase as follows, subject to any other individual agreements: - For night-shift work ..... 50 %
- For work performed on Saturday ..... 50 %
- For work performed on Sunday ..... 100 %
- For work performed on public holidays..... 100 %

The surcharges will not be raised as a compounded rate. The respectively higher surcharge applies. 6.2 For services performed by the Contractor's staff other than at the location of the office (Emsdetten) travel times, travel expenses, expenses and poss. costs for overnight accommodation will be invoiced. The respectively latest travel expense guideline of the Contractor applies. Travel times are invoiced respectively at 50% of the daily rate.

6.3 The prices for goods, unless otherwise agreed, are quoted ex works "Emsdetten" inclusive of regular packaging, exclusive of freight, customs duties and any other expenses and charges.

6.4 The invoice amounts, unless expressly agreed otherwise, are due 14 days upon issue of invoice without any deduction. If an agreed advance payment or part payment is due and has not yet been effected, the Contractor is not obliged to perform without any prior payment.

6.5 If the Client is in delay of payment the Contractor is entitled to assert the rights resulting from § 288 BGB (German Civil Code).

6.6 The Client is only entitled to offsetting if his counterclaims have been legally determined, are undisputed or have been recognised by the Contractor. Furthermore, he is only entitled to exercise a right of retention in so far as his counterclaim is based on the same contract.

6.7 If the Contractor is aware of circumstances which question the creditworthiness of the Client, the Contractor is entitled to demand down payments or collaterals, notwithstanding further statutory claims.

6.8 Cheques or bills of exchange whose acceptance the Contractor reserves are only valid as payment upon redemption. Possible discount and banking charges are for the account of the Client.

6.9 In addition to this the provisions for lease agreements pursuant to the subsequent Item 8 apply.

7. Warranty for the Delivery of Goods (Purchase)

7.1.1 The Client's warranty rights for goods prerequisite that the same duly fulfilled his owed obligations of examination and notice of defect pursuant to § 377 HGB (Handelsgesetzbuch – German Commercial Code).

7.1.2 Used goods – unless otherwise agreed – are sold exclusive of warranty.

7.2 The Client's statutory recourse claims against the Contractor only exist in so far as the Client did not make any agreements with his buyer which go beyond the statutory claims for defects.

7.3.1 Should a defect of the item of sale have occurred for which the Contractor is responsible the Contractor shall initially be granted the opportunity to cure the defect within an appropriate period of time. The Contractor, at his discretion, is entitled to either remedy a defect or to provide a replacement delivery.

7.3.2 If the post-performance fails the Client – notwithstanding possible claims for damages – may rescind the contract or reduce the purchase price. Claims of the Client for necessary expenses incurred for the purpose of post-performance, especially transport, passage, labour and material expenses, are excluded in so far as expenses increase because the object of the delivery was belatedly taken to a place other than the place of fulfilment; unless such taking there complies with its use according to purpose.

7.4.1 There are no claims for defects for immaterial variances from the agreed condition, in the event of the irrelevant impairment of its usability, for natural wear or for damage arising after passing of the risk as a result of the improper or negligent treatment, excessive use, inappropriate operating resources and/or due to special external influences and/or which are not required by contract.

7.4.2 If operating or maintenance instructions of the Contractor are not observed, if impermissible modifications are performed to the products, parts are exchanged or expendables are used which do not comply with the original specifications then the liability of the Contractor for property damage is waived; anything else only applies in so far as the warranty event is proven to not be caused by the aforementioned reasons of exclusion.

7.5.1 Claims for property damage become statute-barred after 12 months; the period of limitation commences upon passing of the risk. The above provisions do not apply if the law pursuant to §§ 438 (1) No. 2 (Buildings), 479 (Recourse) and 634 a (Building Defects) BGB (German Civil Code) stipulates longer periods.

7.5.2 In so far as a warranty was agreed in writing and expressly with the Client even for used items such warranty generally applies for 6 months. Item 7.5.1 applies accordingly.

7.6.1 So7.6.1 Unless otherwise stipulated in the following, further claims of the Client – irrespective of their legal cause – are excluded. The Contractor therefore is not liable for damage which did not occur to the object of delivery and subject matter of performance itself; the Contractor is in particular not liable for loss of profit or other financial loss of the Client .

7.6.2 The Contractor is liable in accordance with the statutory regulations to the extent that he culpably commits a substantial violation of contractual duty; in this case however, the liability for compensation is limited to the foreseeable, typically occurring damage. In other respects the liability for compensation is excluded; to this extent the Contractor is in particular not liable for damage which did not occur to the object of delivery itself.

7.6.3 The above releases of liability do not apply if the cause of damage is based on intent or gross negligence; moreover, they do not apply in cases of physical injury and/or damage to health or in cases in which the Client asserts claims for damages based on the acceptance of a warranty stipulating the existence of a property, unless the purpose of the warranted condition merely extends to the compliance of the contract with the underlying delivery, but not to the risk of consequential damage from defects. A change of the burden of proof to the disadvantage of the Client is not bound to the above regulations.

8. Special Provisions for Rental Services

8.1.1 The Contractor rents to the Client the rental items detailed in the order or in the contract letter subject to the contractual purposes listed therein. The Contractor provides to the Client the rental item in a packaging suitable for transport at his business premises for collection.

8.1.2 If expressly included in the scope of services of the contractual relation the Contractor will perform the assembly and disassembly of the rental item at the contractually agreed venue as well as the packaging of the rental item for return transport. It is the obligation of the Client to ensure a return of the rental item in a proper condition.

8.1.3 Should the Contractor also perform the transport of the rental item within the framework of the contractual relation then the respective costs including transport insurance and other transport incidentals, arising carnet charges, public law admission fees and acceptance charges etc. will be invoiced separately to the Client.

8.1.4 Unless differently agreed in writing the rental price contained in the Contractor's valid rental price list at the moment of signing the agreement is deemed agreed.

8.2.1 Especially upon handing over the rental item to a freight forwarder commissioned by the Client the risk of damage, loss or perishing of the rental item will pass to the Client. The Client is responsible for a correct transport. He shall undertake to sufficiently insure the rental item against risks such as damage, loss during transport and for the period of hire, especially for the duration of the event. Upon request of the Contractor proof of the insurance cover is to be submitted by way of the insurance policy and the rights from the insurance from a claim are to be assigned to the Contractor. The above details apply accordingly if the Contractor performs the transport himself.

8.2.2 The Client shall undertake to commission, to operate or to have operated the rental item only by suitable staff and to keep unauthorised parties away from the same. The staff employed by the Client are to be supervised by the same. The Client is responsible for possible failures on behalf of the operating staff and respective damage to the rental item.

8.3 To the extent that the Contractor contractually accepted the assembly and/or the disassembly of the rental item and/or the performance of the event the Client – notwithstanding further co-participation duties resulting from the above Item 4 ff. – shall ensure that there are power and water connections of the respective type, scope and capacity and in due time at the venue upon commencement of the assembly works, continuously during the period of use of the rental item and at an appropriate distance to the location of use to meet the requirements of the rental item and for its purpose of use. The data required to this extent are to be requested from the Contractor in time. In any event the maximum distance of the connections in relation to the location of use of the rental item must not exceed 50 m. Additional expenses and delays which are due to the insufficient provision, late indication or similar violation of cooperation duties of the Client are for the account of the Client.

8.4 The Client must use the rental item only for the purposes as stipulated in the contract. The Client is in particular not permitted to use the rental item in a place other than the agreed location and for a purpose other than the agreed purpose without prior written approval by the Contractor. The Client is not entitled to sublet the rental item or to let the same to third parties without the Contractor's permission.

8.5.1 The rental item must only be used by the Client at such scope which avoids excessive stress. The Client shall undertake to protect the rental item against excessive use. Any maintenance and service work as well as necessary repairs and other measures required to maintain the operability of the rental item agreed with the Contractor are to be permitted and enabled by the Client during the period of hire. If the Client did not agree on the performance of any maintenance and service work with the Contractor the Client is obliged for the duration of the hire to have necessary maintenance work carried out professionally and at his own expense. The use of the rental item contrary to the terms of the agreement and impairing its substance is not permissible. In the event of malfunctions and damage to supply lines the Client shall immediate secure and possibly disconnect the rental item. The Client is liable for damage as a result of power failure, interruption of power supply or excess voltage. The Contractor or the representative of the Contractor shall be immediately notified.

8.5.2 The Client is not entitled, without the prior written approval of the Contractor, to perform modifications to the rental item or to have them performed, nor shall he remove any identification which the Contractor attached. In so far as third parties have asserted rights to the rental item the Client is obliged to immediately inform the Contractor of this and point out to such third party that the item is the Contractor's property.

8.5.3 In so far as the Client is to tolerate measures pursuant to the above Item 8.5.1 or a change in power supply, especially a change of the voltage, etc. this does not entitle the Client to a reduction of the rental charges nor to the enforcement of retention rights or claims for damages in so far as the Contractor is not at fault – notwithstanding the subsequent details. If measures are to be carried out which exclude the use of the rental item for the agreed purposes or which significantly impair use of the same the Contractor shall undertake for the period of such impairment to adequately reduce the rental charges.

8.5.4 The Client is himself responsible for obtaining any possibly necessary official authorisations regarding the business he operates, the machinery, equipment etc. which he uses as well as with regard to the venue as such. The Client is responsible for observing any existing official and/or statutory regulations and conditions to be maintained with regard to the events.

8.6.1 The lease is fixed for the term of contract agreed between the Client and the Contractor and can only be cancelled for important cause. The period of the lease will be calculated on the grounds of days / weeks. Any days started are counted as full days. The lease commences upon the agreed provision of the rental item at the Contractor's warehouse.

8.6.2 If a deposit has been agreed as collateral then this shall be reimbursed by the Contractor following the return of the rental item, provided that the rental item fulfils the contractually stipulated condition and the payment claims of the Contractor have been met. The Contractor is entitled to offsetting. .

8.7.1 An important cause for termination is if it has become intolerable for either contract party, due to major violations of contract on behalf of the respective other contract party, to adhere to the contract, the relevant violations of contract have been reprimanded at least once in writing with the stipulation of a period and if from the moment of an unsuccessful letter of caution no more than 2 weeks have passed.

8.7.2 An important cause pursuant to item 8.7.1 exists for the Contractor if e.g., in so far as the Client uses the rental item or parts of the same contrary to the terms stipulated by contract in spite of being cautioned, and is in delay of paying the rental charges or the agreed advance payment or of a rather significant share of this for two consecutive dates or if insolvency proceedings have been lodged against the Client or will be opened.

8.8 If the Client is in default of the agreed down payment and/or advance payments and/or rental charges at an amount in excess of one rental payment then the Contractor is entitled to discontinue the operation of the rental item and to remove the same from the venue. The requirement is that the Contractor previously cautioned the Client in writing about this, referring to these consequences of non-payment, requesting payment within 7 days as of the date of the letter of caution; this does not affect further statutory or contractual claims and/or rights.

8.9 In the event of renting the rental item for an event the cancellation of the event only poses an important and justified cause of termination for the Client in so far as the cancellation is not due to circumstances for which the Client is responsible and the Client notified the Contractor at least 30 days prior to the start of the period of lease in writing of the above situation..

8.10.1 The rental item is accepted in the condition as is, and as in line with the terms stipulated by contract by the Client. The Client's right for compensation toward the Contractor pursuant to § 536 a BGB for defects caused to the rental item unintentionally or not with gross negligence is excluded. The Contractor warrants the operable condition of the rental item for the period of hire subject to the use as contractually stipulated and for regular maintenance by the Client.

8.10.2 The costs to remedy defects for parts of the rental item which have been provided and that are in a condition which is not perfect and operable are for the account of the Contractor. The Contractor is released of this obligation in so far as the Client does not fulfil his duties of co-operation and/or care or the defects were not reprimanded duly or the Contractor was not given the opportunity to examine the defectiveness of the rental item. The Contractor reserves the decision as to who will perform the necessary repairs.

8.11 The Client is liable for damage to the rental item caused by violation of his duties of care. This applies in particular to such damage caused by insufficient power and water supply of the rental item and/or influences such as improper assembly or operation for which the Contractor is not at fault. The Contractor shall undertake to vouch for the violation of his vicarious agents.

8.12 The Client is moreover liable for damage resulting from use contrary to the terms stipulated by contract and from improper use, insurgency, vandalism as well as the loss of the rental item or of parts of the same during the period of hire. Respective risks and damage are to be immediately indicated to the Contractor. Any further damage caused by the late indication is the liability of the Client.

8.13 The Client is under the obligation of proving that he or the persons named in the above Item 8.11 are not at fault or that there is no fault if it has been determined that the cause of damage occurred in the physically-objective area of the Client limited by the use of the rental item.

8.14 The Client vouches to maintain the duty to safeguard traffic and shall internally release the Contractor of any possible claims arising from the violation in relation to the rental item. This does not apply in so far as the damage was caused by defects to its technical condition whose remedy the Contractor refrained from although the Contractor was aware of the damage.

8.15 If the Contractor justifiably discontinued the operation of the rental item then this does not release the Client of his obligation to pay the contractually agreed rental charges. If the Contractor terminates this contractual relation for important cause and removes the rental item from the venue then the Contractor retains the right to 50% of the payment agreed for the residual period of hire plus the costs of removal. The Client has the right to provide proof that, following the premature termination of contract, the Contractor suffered a lower damage or no damage at all. The Contractor is simultaneously entitled to provide proof that he suffered higher damage.

8.16 In the event of a delayed return the Client shall replace any damage for which he is at fault. This includes in particular also possible claims for damages of the follow-up hirers.

9. Special Provision for Contracts for Services & Contracts for Work

9.1 In the event of a termination of contract by the Client the Contractor is entitled to demand the agreed remuneration minus the expenses the Contractor saves as a result of the cancellation of contract and acquires by way of the alternative utilisation of his staff or intentionally refrains from acquiring.

9.2 Either party can terminate the contract without notice for important cause in so far as the respective other party violates material provisions of the contract and did not remedy the same immediately following the written request/letter of caution. Moreover, the Contractor is entitled to cancellation without notice if the Client does not properly perform his duties of co-participation and additional period set for the Client passes fruitlessly.

9.3 If the Contractor gave rise to a termination without notice by the Client then the Client's duty to pay exists at a ratio of the use which the services performed are to him, to the use of the contractually agreed service. In so far as partial acceptances were effected the services accepted are not taken into account for a possible reduction of remuneration.

9.4 If the Client gave rise to a termination without notice on behalf of the Contractor then the legal consequences of the termination are subject to the same as in the case of a termination by the Client pursuant to the above Item 9.1 notwithstanding possible further claims by the Contractor.

9.5 The termination must be pronounced in any event in writing.

9.6 For contracts for services the Contractor does not owe success with regard to the performance of the contract.

9.7 The warranty for contracts for work is geared toward Items 7.2 to 7.5.1 respectively.

10. Total Liability

10.1 Any further liability for compensation other than intended by these terms – without consideration of the legal nature of the asserted claim – especially for violation of duties resulting from the obligation and from unauthorised action, is excluded.

10.2 The Contractor is fully liable for intent and gross negligence irrespective of the legal cause of the liability. In the event of minor negligence the liability of the Contractor, in the event of the violation of duties which are crucial to the contract notwithstanding the following Item 10.3, is typically limited to the foreseeable damage.

10.3 In the event of termination of a lease agreement by the Client for important cause the Contractor is liable for cases of slight negligence, notwithstanding the regulation pursuant to the above Item 10.2, only to the maximum amount of 10 times the contractually agreed rental charges.

10.4 The above exclusions of liability do not apply for claims pursuant to the product liability act and in cases of damage to life, physical injury or damage to health.

10.5 In so far as the liability of the Contractor is excluded or limited this also applies to the personal liability of the employees, workers, co-workers, agents and vicarious agents of the Contractor.

11. Reservation of Title

11.1 The delivered goods remain the Contractor's property until complete settlement of all receivables from the business relation between the Contractor and the Client. The allocation of individual receivables into a current invoice as well as the recognition of the balance do not affect the reservation of title. A payment is considered the receipt of the counter value by the Contractor.

11.2 In the event of conduct contrary to the terms of the contract by the Client, especially in the event of a default of payment, the Contractor is entitled to take back the supplied goods. The Contractor's taking back of the goods, however, does not constitute a rescission of contract unless the Contractor had expressly declared this in writing.

11.3 An attachment of the supplied goods by the Contractor constitutes at all times a rescission of contract. The Contractor, upon taking the goods back, is entitled to utilising the same. The proceeds from such utilisation are to be offset against the liability of the Client minus appropriate costs of utilisation.

11.4 The Client shall undertake to treat the supplied goods with care; he is particularly obliged to sufficiently insure the same at replacement value at his cost against damage caused by fire, water and theft. If maintenance and inspection works are necessary the Client shall duly perform the same at his expense.

11.5 In the event of an attachment or other interventions on behalf of third parties the Contractor is to be immediately informed in writing for the Contractor to be able to take legal action pursuant to § 771 ZPO (Code of Civil Procedure). If the third party is not able to reimburse the Contractor's court expenses and out-of-court costs for any legal action pursuant to § 771 then the Client is liable for the loss arising.

11.6 For contracts of sale the Client is entitled to resell the reserved goods during the ordinary course of business; however, he already assigns to the Contractor all receivables for the amount of the final invoice total (including VAT) of the Contractor's receivables which the Client accrues from the resale from his buyers or third parties, independent of the fact whether the supplied goods were resold without or after processing. The Contractor accepts this assignment. If the assigned receivables from the buyer of the reserved goods have been allocated into a current invoice (current account) the assignment also refers to the causal balance as well as, in the event of the insolvency of the buyer, to the then existing "causal balance". The Client remains entitled to collect this claim even after the assignment. This does not affect the Contractor's entitlement to collect the claim himself. The Contractor, however, shall undertake not to collect the claim as long as the Client meets his payment duties from the proceeds collected, is not in default of payment and in particular no application has been made to lodge insolvency proceedings, or in the event of a cessation of payment. But if this is the case the Contractor may demand that the Client discloses to the Contractor the assigned receivables and their debtors, provides all details required for collection, delivers the relevant documents and informs the debtors (third parties) of the assignment.

11.7 The processing or transformation of the reserved goods by the Client is at all times to be carried out for the Contractor. If the reserved goods are processed with other items which are not the property of the Contractor then the Contractor shall acquire the coproperty in the new chose at a ratio of the value of the reserved goods (final invoice total incl. VAT) to the other processed items at the moment of processing. The item arising from the processing is in other respects subject to the same as the reserved goods supplied.

11.8 If the reserved goods are blended inseparably with other items which are not the property of the Contractor then the Contractor shall acquire the co-property in the new chose at a ratio of the value of the reserved goods (final invoice total incl. VAT) to the other processed items at the moment of blending. If the blending is performed in a manner that the item of the Client is deemed the main item then it is agreed that the Client shall assign to the Contractor the proportionate co-property. The Client shall keep the exclusive property or co-property created in this manner for the Contractor.

11.9 The Contractor shall undertake to release the collateral to which he is entitled upon request of the Client in so far as the realisable value of the Contractor's collateral exceeds the claims to be secured by more than 10%; it is for the Contractor to choose the collateral to be released.

12. Applicable Law, Venue, Partial Invalidity

12.1 For all current and future claims arising from the business relation with businessmen, public law entities and special fund public law bodies, including claims from bills of exchange and cheques, the county court of Rheine or the regional court of Münster shall have exclusive jurisdiction. The Contractor, however, is entitled to sue the Client also at the courts of his domicile.

12.2 Unless the order confirmation states differently, the business domicile of the Contractor "Emsdetten" is the place of fulfilment.

12.3 The law of the Federal Republic of Germany applies to the terms and conditions and all legal relations between the Client and the Contractor. The application of the UN Sales Convention (United Nation Convention on Contracts for the International Sale of Goods of 11.04.1980, Federal Gazette 1989 II p. 588, b.e.r. 1990 II, 1699) is excluded.

Update: Mai 2009