General Terms and Conditions of Sale

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General Terms and Conditions of Sale

1 General The terms and conditions of sale hereinafter stated constitute an inseparable part of all WHQ order confirmations . Changes must be made in writing. Conditions of purchase of the buyer that conflict with these general terms and conditions of sale are not binding on WHQ even where these are not expressly dissented.

2 Quotations and prices In the absence of agreement to the contrary quotat ions are non - binding and subject to change without notice until the confirmation of order. All contractual agreements are binding with the confirmation of order. The price setting is in convertible currency. Should the purchase price for the charge materia ls including ferro - alloys change significantly prior to the day of being taken up for production or in any case at latest two weeks prior to the quot ed delivery deadline i.e. more than 10% of the price at the date the quotation was issued then WHQ is entit led to a price adjustment. Prices are inclusive of packaging and shipping unless expressly agreed to the contrary.

3 Payment Payment is to be made in accordance with the specified payment deadlines regardless of whether a partial or complete delivery is made. In the case of an agreed discount being claimed the payment deadline from receipt of invoice /goods must be adhered to. In the case of delay in payment WHQ will apply the legal ruling of 7.01.2000.

4 Shipping, packaging In the absence of ag reement to the contrary shipping is to be CIF point of destination (Incoterms 2000). Should W HQ not be notified of special shipping instructions then shipping will be at the optimum discretion of WHQ to the address named on the contract by the cheapest mea ns. In the absence of separate agreement packaging is in accordance with WHQ technical regulations for the protection against mechanical damage during transport loading and unloading. In the absence of agreement to the contrary the products supplied are co nserved for storage in dry and enclosed building s for a maximum of six months.

5 Delivery Where no specific delivery date has been agreed shipping will take place at the discretion of WQS. Observance of the agreed delivery dates assumes the undisturb ed working process of the supply ing factory and unhindered di spatch options. Force majeure, traffic congestion, shortage of vehicles and materials, destruction of an article or operational disruption of any kind at WQS or fulfil l ment c ollaborating companie s, through the existence of hindrances brought about by the public authorities that hamper delivery release WHQ from the delivery obligation. Damages are nullified in these cases. The purchaser is responsible for the consequences of untimely or insufficien t call - up.

6 Acceptance Where an acceptance inspection is required then the conditions thereof must be established at latest prior to contract completion. The acceptance inspection is to be carried out in the supplying factory during normal working h ours . The costs of the inspection are to be borne by the purchaser. Where an inspection is to be carried out by an external company on behalf of the customer an inspection date shall be named by WHQ at least 48 hours prior.

7 Retention of title The g oods delivered shall remain the property of WHQ until payment is made in full regardless of legal grounds. On the acceptance of checks or drafts the retention of title applies until credit entry. If a delivered article due to the assembly of intrinsic comp onent parts with the goods of another becomes one aggregate unit it is agreed that total value of the plant shall pass into co - ownership of the aggregate in the ratio of the invoice value of the respective goods. Unfulfilled claims against WHQ shall obliga te the purchaser to store the goods safely and to insure the same against theft fire and other material damage.

8 Guarantee /notice of defect WHQ is liable for goods supplied within the statutory guarantee periods against established defects or short comings in the agreed specifications. Complaints concerning the state of the goods supplied must be notified in writing without dela y and at latest three months fro m the date of receipt. On receipt of the goods and with regard to usage the purchaser shall fulfil l their obligation of care of the same. W here notice of defect is justified WHQ may choose to comply with the following procedures: a) Repair of the goods at the customer's premises or W HQ's premises requires the agreement of the purchaser. b) To supply a replacement free of charge and within an acceptable period of time c) Issue a credit note In the case of the barrel diameter of a metallurgic roll WHQ reserves the right to claim a tolerance of ± 1% but in any case at least ± 1mm. If rolls or similar types o f articles are supplied with an unmachined working surface then a claim can only be made on the working surface with regard to smoothness impermeability and precision as would be normal for an unfinished casting . Consequently WHQ assumes no guarantee for t his type of supply that the prescribed dimensions will be adhered to precisely and that the objects are free f rom such defects which by their nature can only be determined during machining. All damage arising from natural abrasion as a consequence of incor rect handling or through excessive stress, atmospheric conditions or other influences of nature are excluded from the guarantee.

9 Severability clause Should individual stipulations of these general terms and conditions of sale in whole or in part be come void, inoperative and/or impracticable the effectiveness of the remaining stipulations shall remain unaffected by this.

10 Applicable law The contractual agreement s into which these general terms and conditions of sale are integrated are subject to the applicable law of the German Federal Republic and the UN convention on the international sale of goods albeit to the exclusion of the inland stipulations of international private rights.

11 Place of fulfillment and court of jurisdiction Place o f fulfillment of payment is Quedlinburg in Sachsen - Anhalt. Court of jurisdiction is the county capital Magdeburg