General Terms and Conditions of Sale and Delivery (Export) of SANYO DENKI GERMANY GmbH (?Seller“) and its contractual partner(“purchaser”)

1. Generally these sales and supply terms (the “General Terms”) shall be applicable exclusively to business operators (within the meaning of Sec. 14 of the German Civil Code or “BGB”), incorporated entities and estates. They shall apply to all subsequent transactions and business relationships at present or in the future. In the event of a conflict or contradiction between conflicting general terms of Purchaser, especially general terms and conditions of purchaser, those shall not be binding upon Seller, unless Seller has expressly declared its approval.
2. Offers made by Seller shall not be binding. Seller may accept offers within four weeks. All deliveries are subject to being unsold and timely and correct supply of Seller. Amendments, changes or sub-agreements with respect to the contract require the written (fax) confirmation of Seller in order to be legally valid. This shall also be applicable for contracts concluded by members of staff or sales agents. Offers made by fax, phone or orally are only binding if they fully comply with a written offer. The aforementioned terms shall not be applicable to amendments which are concluded after the commencement of the contract.
3. Prices are quoted EXW (INCOTERMS 2000) respectivly ex place of dispatch, exclusive of packaging, transport protection and pallets, freight, transportation, insurance and assembly, if applicable, unless expressly otherwise mutually agreed upon in writing. All these items are charged separately. The price list of seller which is valid on the respective date shall be applicable. All prices are exclusive VAT, sales, turnover or other taxes or duties. Puchaser shall be liable for paying all applicable taxes, customs and duties.
4. Delivery periods or times shall be not bindung, unless expressly agreed on as “binding”. Acts of God shall entitle seller to withdraw from the respective contract in whole or in part, or to extend the delivery period or time until a reasonable time after such events have passed. Seller shall not be liable for governmental import/export restrictions. Purchaser shall be entitled to request Seller in writing four weeks after a non-binding delivery date to deliver the goods within an adequate period. Upon elapse of such period, Seller shall be deemed defaulting (“Verzug”). The legal consequences of default shall be derived from these General Terms, especially Sec. 7 hereof and statutory law.
5. Place of Performance for all deliveries and payments shall be the registered address of Seller - or in its sole discretion - the place of dispatch. Unloading lies solely within the responsibility of Purchaser at its own expense. Delivery with carriage paid is also performed at Purchaser’s risk. The transport shall only be insured upon Purchaser’s explicit request, at Purchaser’s expense. If the delivery is made carriage free, the expenses for the transport shall be paid in advance.
6. In the event of default of Acceptance Seller shall be entitled to withdraw from the contract after the elapse of an appropriate notice period, or demand compensation for breach of contract, or sell the goods otherwise.
7. Warranty (?Gewahrleistung“) shall be granted for all services and deliveries of Seller. Seller shall be liable without limitations in accordance with statutory provisions if a contractual obligation is breached voluntarily or under gross negligence by Seller or its representatives, or in case of personal injury to health, body or life, or Seller has undertaken to grant a guarantee. Seller shall not be liable for slight negligence, except in the event of a material breach of a contractual obligation. In that event the liability shall be limited to product-specific foreseeable, typical, direct and immediate losses or damages. The limitation of liability shall not apply to claims according to Sections 1 and 4 German Product Liability Code (Produkthaftungsgesetz).
8. Reclamations against alleged defects on behalf of Purchaser shall be made in writing without undue delay. For this purpose Purchaser shall inspect the goods immediately upon arrival. If defects can be detected only later, Purchaser shall file a reclamation upon discovery of the hidden defect without undue delay. Otherwise the concerned defect(s) shall be accepted and no warranty shall then be assumed by Seller.
9. a) Payments shall be due within 10 days after the issuance of the invoice without any discounts, deductions or the like. If payment is made by check, promissory or exchange note or the like, title to the goods shall not pass to Purchaser until the respective amounts have been credited to Seller’s accounts. Retention of set-off of claims shall not be admissable, unless counter-claims of Purchaser are undisputed or finally awarded by a competent court and thus legally binding.
   b) If Seller, after the contract is concluded, becomes aware of circumstances, which arose within the responsibility of Purchaser and which affect its financial standing or creditworthiness (especially but not limited to delay of payment) Seller shall be entitled to unilaterally revoke all previously granted payment terms, to declare all payment obligations of Purchaser immediately due and payable and withhold all advance payments of Purchaser, provided they bear interest to the same conditions as Seller is refinanced. If goods to which Seller still holds right and/or title remains with Purchaser, Seller shall be entitled to reclaim the goods and to collect them at Purchasers expense.
10. a) Retention of Title. The delivery of goods is exclusivly done under the prerequisites of Sec. 449 BGB with the following increments.
    b) The seller shall retain title to all Goods delivered to Purchaser until the respective purchase price as well as all and any claims resulting from the overall business relationship with Purchaser including all ancillary claims and charges have been fully paid. To the extent that the validity of the retention of title is subject to any requirements or regulations governing form - in particular as to registration with the competent authority - according to the mandatory applicable laws of Purchaser’s country, Purchaser shall fulfill such requirements and/or regulations at its own expense in order to ensure validity of the retention of title. If securing or upholding Seller’s retention of title is objectively not possible, Purchaser shall grant Seller an equivalent security.