STOCKXWERK e.K.. - AGB HRA 109483

GENERAL PURCHASE, SALE & DELIVERY TERMS

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GENERAL & SCOPE

The following general purchase, sale and delivery conditions are the content of the purchase contract. Conflicting or deviating conditions of purchase or other restrictions of the buyer / supplier are not recognized, unless STOCKXWERK e.K. has expressly agreed to this in writing in individual cases.

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Contract language is German. It is exclusively German law. The German version of these terms and conditions is authoritative. The English, French, Polish and Chinese version / version of these terms and conditions are for information purposes only and are not definitive.

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DEALS & ASSIGNMENTS

1. Quotations from STOCKXWERK e.K. are subject to change regarding price, quantity, delivery time and availability. Intermediate sales are reserved. 2. Orders of the buyer become binding for STOCKXWERK e.K. by written or printed confirmation of STOCKXWERK e.K. (also invoice, delivery note or order confirmation).

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CALCULATION

1. The prices valid at the time of delivery are calculated by STOCKXWERK e.K.; these are plus VAT. 2. New customers must inform STOCKXWERK e.K. without delay of their VAT identification number. In case of abuse or failure to comply with the VAT regulations, the contracting parties STOCKXWERK e.K. are liable for all resulting disadvantages. 3. Should STOCKXWERK eK. In the period between conclusion of the contract and delivery generally increase its prices, the buyer is entitled within a period of two weeks after announcement of the price increase to withdraw from the contract, unless the price increase is based exclusively on an increase in waybills. The right of withdrawal does not apply to permanently established delivery contracts (Continuous debt contracts with bulk buyers, authorized dealers, etc.).

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PAYMENT

1. Invoices are payable in cash 10 days after the date of the invoice without any deductions. If the payment period is exceeded, interest of 4% above the respective discount rate of the Deutsche Bundesbank may be charged, provided that STOCKXWERK e.K. does not itself have to fulfill any additional interest obligations. In the event of default, the statutory rights to assert non-performance damage and to withdraw from the contract remain reserved. In addition, any residual debts arising from the contractual relationship become due immediately. Other agreed payment terms will be stated in writing on the delivery notes and invoices issued by STOCKXWERK e.K. under "payable to:" noted. This date of payment noted with date is binding for the buyer. 2. Checks and bills of exchange must be approved by STOCKXWERK e.K.; it takes place on account of payment. Maximum time for change is ninety days after the invoice date. Discount, bills of exchange, bill of exchange and similar Duties of thirty days or more after the invoice date are to be paid by the buyer.

3. Are reasonable doubts about the solvency or creditworthiness of the buyer and the buyer despite appropriate request not in advance or willing to provide suitable security, so is STOCKXWERK e.K., as far as STOCKXWERK e.K. has not yet done the right to withdraw from the contract. 4. Down payments and advance payments are payable plus VAT. 5. Payments are considered as if the amount is credited to an account of STOCKXWERK e.K. is finally available. 6. STOCKXWERK e.K. reserves the right to payments, regardless any provision of the Purchaser to use first to settle the oldest due invoice items plus the default interest and costs incurred thereon; and in the legal order of costs, interest, principal. 7. A right of retention the buyer is excluded. The buyer may only offset with undisputed or legally established counterclaims.

8. The delivery time of STOCKXWERK e.K. rests as long as the buyer is in breach of a liability to STOCKXWERK e.K. whole or to a not insignificant part is in default.

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DELIVERY

1. STOCKXWERK e.K. is always ready to deliver as quickly as possible. Fixed delivery times do not exist. 2. If different from this one firm Delivery date has been agreed, the buyer, in case of default of STOCKXWERK e.K. with the delivery, to set a reasonable grace period, at least two weeks 3. Correct and timely delivery to STOCKXWERK e.K. must be reserved. 4. The day of delivery is the day on which the goods are stored by STOCKXWERK e.K. leaves, and, if that day can not be determined, the day on which STOCKXWERK e.K. is made available. 5. If packaging materials are provided by the manufacturer, its special conditions may apply in addition.

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FORCE MAJEURE & CONTRACT OBSTACLES

Force majeure of any kind, unpredictable operation, traffic or shipping disruption, fire damage, floods, unpredictable Lack of manpower, energy, raw materials or supplies, workers, government orders or others from the liable party Non-party impediments that reduce, delay, prevent, or make unreasonable in manufacture, shipment, acceptance, or consumption exempt from the obligation to deliver for the duration and extent of the disruption. If delivery is delayed by more than eight weeks from the reasonable or agreed delivery date due to the disruption, then both are delayed Parts entitled to resign. In the case of partial or complete omission of STOCKXWERK e.K.'s supply sources of any kind, STOCKXWERK e.K. not obliged to make cover purchases from third parties. STOCKXWERK e.K. is in this case further entitled to compile partial deliveries from the available quantities of goods, taking into account any personal requirements, and to distribute them among the buyers at their own discretion.

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SHIPPING

1. STOCKXWERK e.K. reserves the right to choose the shipping route and the shipping method. Additional costs caused by special shipping requests of the buyer are at his expense. The same applies to increases in professional rates occurring after conclusion of the contract, any additional costs for Redirection, storage costs, etc., unless carriage paid delivery is agreed. 2. The risk of loss, loss or damage The goods pass on their dispatch or in the case of collection by the buyer with their provision on this. 3. Transport insurance by STOCKXWERK e.K. is only at the express request of the buyer against reimbursement.

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COMPLAINTS

1. Notifications of defects shall only be taken into consideration if they are submitted without delay within one week after receipt of the goods at the latest Documents, if necessary samples, packing slips as well as indication of the invoice number, the date of invoice and if necessary on the packing Signatures are collected. 2. In the case of hidden defects, the written complaint must be submitted without delay at the latest within two months after Arrival of the goods. The burden of proof for the concealment of the defects shall be borne by the buyer. 3. Complained goods may be returned only with the express consent of STOCKXWERK e.K .., only then the costs are to be borne by STOCKXWERK e.K .. 4. Transport damage must be claimed to avoid the loss of compensation claims immediately upon delivery of the goods by the buyer to the carrier and to be recorded under witnesses. Subsequent complaints can not be considered.

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ORDERED GOODS

The supplier confirms to STOCKXWERK e.K. that the articles delivered by the supplier are marketable in the EC / Germany, i. in terms of content and packaging, as well as the information contained on it comply with the applicable statutory provisions in the FRG. It is about to original goods, free from third party rights and freely available for sale in the EC market. Customs and tax regulations were imposed on imports respected. The goods were purchased in the proper commercial traffic. If the goods do not comply with the contractual provisions, the seller is obliged, subject to further claims, to take back the goods step by step against repayment of the purchase price. The supplier undertakes to indemnify STOCKXWERK e.K. from all alleged infringements and resulting third-party claims and to reimburse any expenses incurred.

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COMMISSIONS & CUSTOMER PROTECTION TO 3RD PARTIES

Brokerage commissions agreed by STOCKXWERK e.K. to third parties refer only to the contractually agreed individual transaction. Commissions on follow-up transactions with the buyer will not be granted. Customer protection for the "intermediary" against STOCKXWERK e.K. exists Not. Verbal agreements with STOCKXWERK e.K. require a legally valid, written basis. Agency commissions are paid only after written agreement with the intermediary. The commission rate must be paid for each Business be confirmed in advance by both parties in writing in% and €. Commission payments are only due after payment of the buyer and after final availability on the account of STOCKXWERK e.K. plus 10 days for payment. Any additional claims or damage claims by the buyer reduce the commission by the percentage of the commission paid on the total amount. Overpaid commissions are refundable. Agreements between STOCKXWERK e.K. and intermediaries do not affect the buyer.

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RETENTION OF TITLE

1. The goods shall not become the property of the buyer until they have fulfilled all their liabilities arising from the business relationship with STOCKXWERK e.K., including ancillary claims, claims for damages and payment of checks or bills of exchange. at Ongoing invoices also include the reserved property as security for our balance claim. The buyer is entitled to the delivered Goods in the ordinary course of business, as long as he is not in the move, to sell, pledging or chattel mortgage is prohibited. 2. STOCKXWERK e.K. is entitled, without a period of grace and without withdrawing from the contract to reclaim the reserved goods from the buyer if he is in default of fulfillment of his liabilities to the seller. STOCKXWERK e.K .. is alternatively entitled to advance payment to demand. The withdrawal of the reserved goods is only a withdrawal from the contract if STOCKXWERK e.K. expressly declares this in writing. If the buyer sells the goods delivered by STOCKXWERK e.K. regardless of their condition, he immediately assigns to STOCKXWERK e.K. the receivables arising from the sale resulting from the sale. 3. At the request of STOCKXWERK e.K. the buyer is obligated to disclose the assignment to the third party buyers and to provide the information necessary for the assertion of our rights against third party buyers and documents handed. 4. If reserved goods are sold together with other items at a total price, the assignment is limited to proportionate amount of the invoice of STOCKXWERK e.K. for the co-sold reserved goods.

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JURISDICTION, PLACE OF FULFILLMENT & EFFECTIVENESS CLAUSE

1. Exclusive jurisdiction is Hamburg for both sides. 2. Place of fulfillment for the delivery is the respective delivery office, for the payment Hamburg 3. If individual provisions of these sales and u. Delivery conditions are or become wholly or partially invalid, this does not affect the validity of the remaining provisions or parts thereof and the underlying contractual relationship. A possible ineffective regulation must replace the parties by such, effective regulation, which serves the economic purpose the ineffective regulation comes as close as possible.

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Hamburg,  03.01.2009