1. Scope and Conclusion of Contract:

    1. GRIEGER and GRIEGER ASIA PTE LTD is offering/selling goods and services according to following terms & conditions.

    2. Our offers are non-binding. No contract shall have been made until our written confirmations of order has been given. The scope of our performance shall be set down exclusively by our written confirmation of order, including the written schedules thereto.

    3. Side agreements and changes shall only come into effect upon our written confirmation.

    4. Our fulfillment of the contract with respect to parts subject to governmental export regulations shall be subject to the condition that the requited licenses are issued to us.

    5. The documents and information delivered and made by us such as pictures, drawings, weights and measures are only binding if we have expressly specified them as an element of contract or make specific reference to them.

    6. We reserve all ownership and copyrights to samples, cost estimates, drawings, documentation and similar information of a tangible or intangible nature – even if in electronic form; they may not be made available to third parties without our explicit written consent.

  2. Price and Payment:

    1. Our prices shall apply ex works and are exclusive of packaging, loading and additional VAT in the statutory amount

      1. In the case of delivery within the European Union, Client must provide us in good time prior to the contractually agreed delivery date with his VAT identification number as proof of his exemption from VAT. In the event that such notification is not given or not give in good time, we reserve the right to charge the appropriate VAT.

      2. In the case of delivery outside of the European Union we are entitled to charge VAT in the statutory amount after delivery if Client does not send us a proof of exportation within one month after shipment.

    2. Cost estimates are only valid if made in writing.

    3. Unless otherwise agreed, Client shall make payment as follows:

        30% down payment upon receipt of the confirmation order

        70% upon delivery or, as the case may be, of the notice of readiness for shipment with respect to the main parts.

    4. The prices of an offer shall only apply for orders for the full scope of the offered performances.

  3. Reservation of Title:

    1. Ownership to the subject of delivery shall not pass to Client until payment has been made in full.

    2. If the validity of this reservation of title is subject to certain conditions or special format requirements in the country of destination, Client shall ensure that they are fulfilled.

    3. Client may not pledge, sell or assign as security the subject of delivery prior to the passage of title. In the event of attachment and seizures or other dispositions by third party of our title and notify us without undue delay.

    4. In the event of actions on the part of Client in breach of contract, including, but not limited to, default of payment, we shall be entitled to repossession following a notice of default, and Client shall be obliged to surrender possession. Neither the enforcement of the reservation of title nor the pledge of the subject of delivery by us shall be deemed to be a rescission of contract.

    5. An application for the initiation of insolvency proceedings concerning Client’s assets shall entitle us to rescind the contract and to demand immediate return of the subject of delivery.

  4. Delivery Date:

    1. Compliance with the agreed delivery date requires that all commercial and technical issues between Client and us have been settled and that Client has performed all of his obligations. If this is not the case the delivery period shall be extended accordingly. The foregoing shall not apply if the delay is our responsibility.

    2. The delivery period has been honoured, if notice of the readiness for shipment has been given. If acceptance must be made, the acceptance date or, alternatively, our notice of the readiness for acceptance shall govern timeliness.

    3. If non-compliance is attributable to acts of God, labour disputes, delays in procuring failure to procure government licences or other events outside our scope of influence, the delivery period shall be reasonably extended. This shall also apply if we are in default of rendering our performance.

    4. We shall inform Client as soon as possible of the beginning and the end of any such event.

    5. If the shipment or acceptance of the subject of delivery is delayed on grounds for which Client must bear responsibility, the costs incurred by the delay shall be charged to him. We reserve the right to assert further damage compensation claims.

    6. We reserve the right to dispose of the subject of delivery, if Client has allowed a reasonable period for delivery or acceptance set by us to expire, and to supply Client in a reasonably extended period.

  5. Delays in Delivery, Impossibility:

    1. In the event of partial impossibility Client may only rescind the contract, if it can be proven that partial performance is of no interest for Client. If this is not the case, Client must pay the prices according to the terms of contract attributable to the partial delivery. Otherwise, section 8 shall apply. If impossibility occurs while Client is in default of acceptance or because of Client’s fault, he shall remain obliged to pay consideration.

    2. If the responsibility for impossibility is not to be borne by either party, we shall have a claim to the portion of the remuneration attributable to the work performed by us.

    3. If we are in default and Client incurs damages because of this, he shall be entitled to demand flat-rate default compensation. This default compensation shall be 0.5 per cent for each full week as of the date the claim has been received by us in writing, but for not more than a maximum of 5 per cent of the value of that portion of the total delivery which cannot be used on time or in accordance with the terms of contract as a result of the delay. Precondition for compensation is the written proof of damage or loss caused through delay in delivery.

    4. Within the scope of the statutory provisions, Client is entitled to rescind the contract if, taking into account the exceptions under statute, a reasonable period of grace for the rendering of our performance set for us by him during our default has been allowed to expire.

    5. Any further claims because of a default in delivery shall be governed exclusively by section “Liability”.

  6. Acceptance:

    1. Our work performance products shall be deemed to have been accepted 2 weeks after our notice of readiness for acceptance unless Client issues a written notice of major defects within this period.

    2. Client is only entitled to refuse acceptance if the defect cancels out or significantly reduces the normal and/or contractually stipulated use of the work and/or its value. If the work contains defects not entitling Client to refuse acceptance, acceptance shall be made under the reservation that the defects are remedied.

    3. Refusals of acceptance, objections to acceptance or reservations against acceptance must be made without undue delay in writing and accompanied by the designation and description of the reported defect.

    4. The use of the subject of delivery by Client for production purposes shall be deemed to be acceptance.

  7. Claims because of Defects:

    1. For defects in materials and title, Client shall have the following claims:

      1. Claims on the part of Client because of defects shall required that he has duly complied with the obligations of inspection and notification owed under Sec. 377 German Commercial Code.

      2. In our discretion we shall deliver a defect-free item or remedy the defect, provided the subject of delivery is proven to have already been defective upon the passing of risk. Client shall provide written notice of the material defects, accompanied by a description of the defect, without undue delay. We reserve title to replaced parts provided within the scope of the replacement procedure.

      3. No claims for defects shall be created by causes which are not attributable to any fault on our part, such as: Normal wear and tear, excessive use, improper interference or repair work on the part of Client or third parties, incomplete or false information given by Client, inappropriate or improper use, faulty operation, installation or start-up, faulty or careless handling, improper maintenance, use of unsuitable operating materials/substitute materials, defective construction work, unsuitable subsoil, hazardous ambience conditions unknown to us, chemical, electro-chemical or electrical influences, changes to the subject of delivery made without our consent.

      4. Client must provide us with the required time and opportunity for subsequent performance. If we are not provided with this opportunity, we shall not be liable for any consequences resulting from such failure. Client shall only have the right to remedy the defect himself or through a third party and demand compensation from us for this necessary expenses in emergencies where plant safety is endangered or to avoid unreasonably greater damages, whereby we must be informed immediately.

  8. Liability:

    1. We are only liable, even in the event of damage because of the breach of duties during contract negotiations and irrespective of the legal grounds for liability (including, but not limited to, compensation for damage caused other than to the subject of delivery itself) in the case of:

      - Intent,

      - Culpable breach of major contractual obligations,

      - Gross negligence of the part of corporate bodies or executive officers,

      - Culpable bodily injury, death and damage to health,

      - Defect we have fraudulently concealed,

      - Breach of the guarantee of quality or durability,

      - Personal injury and property damage to personal items, provided that liability exists under the Product Liability Act for personal used items.

    2. In the event of the breach of major contractual obligations we shall also be liable for gross negligence on the part of non-executive employees or for slight negligence on the part of corporate bodies and executive officers. In the event of slight negligence, our liability is limited to reasonably foreseeable damage typical to the given type of contract.

    3. Compensation for mere financial loss is limited by the general principles of good faith and reasonableness, such as in the case of a disproportionate discrepancy between the value of the contract and the amount of loss.

    4. Any further liability under any legal grounds whatsoever, including, but not limited to, compensation for damages not caused to the subject of delivery itself, shall be excluded.

    5. We shall not be liable for the consequences of defects for which no claims for defects are provided under the section of 7.1.3

  9. Insurance Claims:

    1. To the extent we have direct claims as a joint policyholder against Client’s insurer with respect to the subject of delivery, Client hereby gives his consent to the assertion of such claims.

  10. Prescriptive Periods:

    1. Client’s claims because of defects shall be barred 12 months as of the passing of risk.

    2. The commencement of the prescriptive period shall be governed by the statutory regulations.

  11. Applicable Law, Venue:

    1. If Client’s contracts were signed with GRIEGER in Germany, venue for all disputes arising under the contractual relationship shall be Germany.

    2. If Client’s contracts were signed with GRIEGER ASIA PTE LTD office in Singapore, venue for all disputes arising under the contractual relationship shall be Singapore.