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General conditions of contract for the supply of plants, machineries and supplies (2004)

1. General

1.1 The contract shall be deemed to have been entered into upon receipt of supplier's written acknowledgement stating its acceptance of the order. Tenders which do not stipulate an acceptance period shall not be binding.

1.2 All agreements and legally relevant declarations of the parties to the contract must be in writing in order to be valid. Declarations in text form which are transmitted by or recorded on electronic media will be equated with written declarations when specifically so agreed by the parties.

1.3 Sales only for commercial customers.

2. Scope of supplies and services

The supplies and services are exhaustively specified in the order acknowledgement and in appendices thereto. The supplier shall be entitled to make any changes which lead to improvements provided such changes do not result in a price increase.

3. Regulations in force in the country of destination and safety devices

3.1 The customer shall, at the latest when placing the order, draw the attention of the supplier to the standards and regulations applicable to the execution of the supplies and services, to the operation of the plant as well as to the health and safety of personnel.

3.2 Unless otherwise agreed upon, the supplies and services shall comply with those standards and regulations at the place of business of the customer about which the supplier has been informed under Clause 4.1. Additional or other safety devices shall be supplied to the extent as having been expressly agreed upon.

4. Prices

4.1 Unless otherwise agreed upon, all prices shall be deemed to be net ex works, excluding packing, in freely available EURO without any deduction whatsoever. Any and all additional charges, such as, but not limited to, freight charges, insurance premiums, fees for export, transit, import and other permits, as well as for certifications, shall be borne by the customer. Likewise, the customer shall bear any and all taxes, fees, levies, customs duties and the like which are levied out of or in connection with the contract, or shall refund them to the supplier against adequate evidence in case the supplier is liable for them.

4.2 The supplier reserves the right to adjust the prices in case the wage rates or the raw material prices vary between the submission of the tender and the contractually agreed performance. In such case the adjustment shall be made according to the attached price adjustment clause. In addition, an appropriate price adjustment shall apply in case
- the nature or the scope of the agreed supplies or services has changed, or
- the material or the execution has undergone changes because any documents furnished by the
customer were not in conformity with the actual circumstances, or were incomplete.

5. Terms of payment

5.1 Payments shall be made by the customer at supplier's domicile according to the agreed terms of payment, without any deduction for cash discount, expenses, taxes, levies, fees, duties, and the like.
Unless otherwise agreed upon, the price shall be paid in the following instalments:
- 50% with confirmation of order
- 50% before shipment of order

Payment shall be deemed to be effected as far as EURO has been made freely available to the supplier at supplier's domicile. In case payment by bills of exchange is agreed, the customer shall pay the cost of discounting of such bills, bill of exchange taxes and collection charges.

5.2 If the customer delays in the agreed terms of payment, it shall be liable, without reminder, for interest with effect from the agreed date on which the payment was due at a rate depending on the terms prevailing at the customer's domicile. The right to claim further damages is reserved.

6. Delivery time

6.1 The delivery time shall start as soon as the contract is entered into, all official formalities such as, but not limited to, import, export, transit and payment permits have been completed, payments due with the order have been made, any agreed securities given and the main technical points settled. The delivery time shall be deemed to be observed if by that time the supplier has sent a notice to the customer informing that the supplies are ready for dispatch.

6.2 Compliance with the delivery time is conditional upon customer's fulfilling of its contractual obligations.

7. Passing of benefit and risk

7.1 The benefit and the risk of the supplies shall pass to the customer by the date of their leaving the works.

7.2 If dispatch is delayed at the request of the customer or due to reasons beyond supplier's control, the risk of the supplies shall pass to the customer at the time originally foreseen for their leaving the works. From this moment on, the supplies shall be stored and insured on the account and at the risk of the customer.

8. Forwarding, transport and insurance

8.1 The supplier shall in time be notified of special requirements regarding forwarding, transport and insurance. The transport shall be at customer's expense and risk. Objections regarding forwarding or transport shall upon receipt of the supplies or of the shipping documents be immediately submitted by the customer to the last carrier.

8.2 The customer shall be responsible for taking insurance against risks of any kind.

9. Guarantee, liability for defects on plant and machinery

9.1 Guarantee period
The guarantee period is 12 months. It starts when the supplies leave the works or at the taking-over of the supplies and services should such taking-over have been agreed upon before, or, if the supplier undertakes the erection, upon completion thereof. If dispatch or taking-over or erection are delayed due to reasons beyond supplier's control, the guarantee period shall end not later than 18 months after supplier's notification that the supplies are ready for dispatch. For replaced or repaired parts the guarantee period starts anew and lasts 6 months after replacement or completion of the repair or taking-over, but not longer than the expiry of a period being double to the guarantee period stipulated in the preceding paragraph. The guarantee expires prematurely if the customer or a third party undertakes inappropriate modifications or repairs or if the customer, in case of a defect, does not immediately take all appropriate steps to mitigate the damage and give the supplier the possibility of remedying such defect.

9.2 Liability for defects in material, design and workmanship
Upon written request of the customer, the supplier undertakes at its choice to repair or replace as quickly as possible any parts of the supplies which, before the expiry of the guarantee period, are proved to be defective due to bad material, faulty design or poor workmanship. Replaced parts shall become supplier's property. The supplier shall bear the costs of remedying the defective parts in its works. If the repair cannot be carried out in supplier's works, the customer shall bear the related costs to the extent exceeding the customary costs of transport, personnel, travelling, living, dismantling and reassembly of the defective parts.

10. Defects on consumable materials ( e.g. ink, clips, carriers, blue tape etc)

No products will be returned to APM without APM's written consent. The purchaser must provide written proof of defective goods. Complaints regarding damages, wrong items and discrepancies of quantity must be made promptly and not later than 10 days after receiving the shipment. The complaint must be made in writing and the necessary documentation of proof must be included. In the case of shipping, the freight forwarder must verify visible damages to the products. In case of damages not visible from the outside the forwarder must be asked to record the facts as soon as the damages have been noticed. If APM deem that the products are defective, APM is limited to the replacement of the goods or the value of the products on the invoice. Other claims of any kind are not possible. APM shall not be responsible for any other property rights, especially the violation of industrial property rights in the country of the purchaser. The purchaser is informed that the goods are intended for use only for its assigned application. The products are easily flammable and are not edible. In no event shall APM be liable for indirect, special or consequential damages or damages arising from incorrect use or application.

11. Jurisdiction and applicable law

11.1 The place of jurisdiction for both the customer and the supplier shall be at the registered

office of the supplier. The supplier shall, however, be entitled to sue the customer at the latter's registered address.