Terms

General terms
a) All deliveries shall be made on the basis of the following General Terms of Sale, which provide the foundation for all offers and agreements and which shall be regarded as recognised upon placing of order or acceptance of delivery for the duration of the entire business relationship. Deviating terms, which have not been explicitly recognised in writing, shall not be binding for the seller, even if no explicit objection has been made.
b) Verbal agreements outside this contract have not been made.
Any change and retrofitting of vehicles participating in public traffic shall be recorded in the car documentation. The buyer shall present the vehicle to the responsible organization for technical inspections insofar as there are no general operating permits available for the respective parts changed or retrofitted. The buyer is held responsible for the retrofitted vehicles and their parts. Any claims towards the seller due to not obtaining a legal certificate of technical inspection (e.g. through the Technical Inspection Association TÜV) shall be ruled out, except a seller had expressly assured in writing the acceptability through the TÜV, taking the respective restrictions into account.

Conclusion of contract
a) The information on prices from our catalogues, price lists, advertisements, newsletters or in the quotation details are not binding, if they are not expressly designated as binding in the Order Confirmation by the Managing Director. Exception is the case that you find in our Website an item for 0, 00 €. This price is not binding.
b) In case of telephone order we are not liable for wrong delivery. If goods are delivered falsely and/or insufficiently due to unclear, wrong and/or incomplete information, the orderer shall bear the total risk. Any claims for redemption thereof shall be ruled out.
The offers we make are always non-binding, except the confirmation of order stating otherwise. The order confirmation is part of the contract. The buyer must check the correctness of the order confirmation after receipt without delay.
c) Orders become binding for us by our written confirmation or delivery note, by delivery without reservation within two weeks after the order, delivery note or as the case may be.
d) The scope of delivery depends on the confirmation of order. Any deviation in terms of dimension, weight and/or quantity shall be admissible in the scope tolerance customary in the trade.
e) Any estimates of cost, offers and other documents shall remain our property, all copyrights being reserved. The buyer is not entitled to disclose these documents to third persons without our explicit consent.
f) Conclusion of contract is subject to our complete supply in due time. This shall only apply if non-delivery is not attributable to us, in particular in case of a hedging transaction. The buyer shall be informed of non-availability, and the consideration shall be refunded without delay.
g) Descriptions and indications of weight and measurements, especially in catalogues, price lists and advertising, are only guidelines and approximate values. They shall not constitute a warranty of a certain quality. Oral designations are binding after confirmation in writing only.
h) Revisions of production or form, divergences of colour and modifications of the scope of delivery by the supplier are reserved insofar as the modifications or divergences are reasonable in consideration of the interests of both contracting parties. If we or the supplier use signs or numbers for the purpose of identification of the order or the object of sale, the buyer shall not be entitled to deduce from this any rights concerning the ascertainment of the object of sale or the scope of delivery.

Prices -Terms of Payment
a) The prices indicated do not include costs for insurance and shipping. We do not assume liability for possible labelling misprints in our catalogues or any other published document.
b) The payment is due upon handover. However, payment shall be settled eight days at the latest after the written goods supply notification and receipt of the invoice. Discounts due to early payment or else are subject to an express written agreement.
c) Should the buyer be in default of payment, we shall be entitled to claim the payment demand due. If the allowed time limit for payment will not be met, we are further authorised to demand securities or advance payments. Due payments shall be subject to 8% interest above the basic interest rate, if the buyer is a businessman. For users, the statutory regulations shall apply.
d) All rights shall be reserved for the assertion of any other damage. The buyer shall be entitled to provide evidence of a lower damage.
e) The buyer shall only be entitled to offset against our claims if his counterclaims are undisputed or if a legally binding title exists. He shall only be able to assert a right of retention insofar as this is based on claims arising from the contract of sale. The buyer shall not be entitled to use any claims of affiliated companies to offset against our claims.
f) If the agreed contract period exceeds four months, we shall be entitled to increase prices according to increasing costs, due to conditions of supply, collective labour agreements or price increases of materials. If our price increase exceeds 5% of the price that has been agreed, the buyer shall be entitled to withdraw from the contract, pursuant to Section 313 Para. 3 of the German Civil Code (BGB = Bürgerliches Gesetzbuch). Any damage claim shall be excluded.

Delivery
a) Delivery dates are only binding with express written agreement and are deemed to have been met when the goods have left our Company or are ready for collection. If we are in default of delivery, the purchaser can set a reasonable period for fulfilment. After the expiry of the period of fulfilment, the buyer has the right to withdraw from the contract and in case of partial fulfilment, the buyer may withdraw from the not fulfilled parts of the contract. Claims for compensation are excluded.
b) Force majeure and events which prevent us temporarily, through no fault of our own (for instance strike, lock out, interruption of operations, atmospheric influences, traffic disruptions, delay in supply of raw materials and/or machinery, war or official orders), to deliver the object of purchase at or within the term agreed upon, will entitle him to prolong the delivery or performance by the duration of the obstruction plus a reasonable start-up time. Should such obstructions lead to delay in performance of more than four months, then the purchaser can withdraw from the contract. Other rights of rescission remain untouched.
c) The buyer shall be obliged to accept the object of sale. If the buyer defaults on acceptance, we shall be entitled to demand compensation of the resulting damage. 15% of the net price will be charged. The contracting parties shall reserve the right to allege a higher or lesser damage.
d) In the event of pickup by the buyer or a carrier, the appointed time must be respected.
In case of default to pickup merchandise which has been notified to be ready for dispatch, we are entitled to dispose of the material the following day. The buyer shall bear any costs emerging from the default to pickup or the provision of cargo dispositions. If the buyer does not meet the agreed periods and dates of delivery in case of orders concerning part deliveries, W/e are entitled to deliver the remaining merchandise, to withdraw from the part that has not yet been executed or to claim for damages for non-performance, after expiration of a fixed time limit.
e) We shall be entitled to make part deliveries; they shall be regarded to be an individual business transaction.
f) If the sale requires the respect of a fixed delivery date or delivery period imperatively within the meaning of Section 286 Para. 2 n. 4 of the German Civil Code (BGB = Bürgerliches Gesetzbuch) and Section 376 of the German Commercial Code (HGB = Handelsgesetzbuch), we shall be liable according to the statutory provisions.
The same shall apply if the buyer is entitled to assert that he is no longer interested in the execution of the contract because of a delay in delivery, which is attributable to us.

Transfer of Risk – Packaging
a) In case of dispatch, and if the buyer is an entrepreneur, the risk shall pass to the buyer when the goods are passed to the transport agent, or once the goods have left the seller’s warehouse for dispatch. We will determine the method of despatch. We cannot assume liability for the identification of the most economic shipping methods. Record of a proper review of the goods is the receipt of delivery of the respective shipping company.
We expressly reserve the right to partial consignments, insofar as the delivered goods can be used by the buyer. Unless otherwise agreed, shipment shall be effected on the basis of payment on delivery or payment in advance.
b) Goods that were damaged through shipping shall not be sent back to us without our written consent and shall be made available to the shipping company. For damages acknowledged by the shipping company, we immediately will make a compensation delivery (Please, send damage report immediately back!). The invoice amount shall be settled directly with us and the buyer then may invoice the shipping company.
c) We shall not take back transportation packaging and other packaging, unless agreed otherwise. The buyer shall be responsible for disposal of packaging material.

Right of Withdrawal and Return
a) You are entitled to revocation and return within the meaning of Section 355 of the German Civil Code (BGB = Bürgerliches Gesetzbuch). According to the mentioned section, within two weeks period you may withdraw from a concluded contract under the present general terms and conditions. The time limit starts once you received the order. As oberservance of deadline it is sufficient the returning of the goods, but also receipt of a written declaration from you or a written declaration, that is stored on any other permanent data carrier. It shall be deemed sufficient for observing the deadline to timely send the goods and/or the declaration to the following address: dectane GmbH _ Brahestraße 16 _ 04347 Leipzig Germany.
b) In the event of effective revocation, the services received shall be returned. Should the customer not be able to return the goods or only return them partially or in a deteriorated or used condition then the customer will be obligated to value replacement. There shall be no obligation to indemnify the value if the deterioration of the goods occurred exclusively due to testing the goods, as it may have been possible to you in any store. In addition, you can avoid indemnification if you have not used the product as an owner and have avoided anything that could affect the value of the product within the cancellation period.
c) The buyer shall indemnify the reduced value that is due to the intended use of the purchase.
d) We only assume the shipping costs for sent-back goods in case of withdrawal and return according to the previous paragraph a) from the contract if the purchase price of the particular goods exceeds € 40,-, unless the delivered goods do not match the ordered goods. However, we do not bear the costs for sent-back goods, if the goods have been sent back after making use of the right to return and the payment for the respective goods had not been settled yet.
e) For any goods being sent back after the deadline of two weeks, dectane GmbH will neither assume the shipping costs, nor liability for loss or damage.
Redemption of goods and return shipment
As a general rule the return of goods is only possible after explicit agreement before delivery. In the event of redemption of goods and return shipment, the customer is held liable for the impeccable packaging of the goods. The goods shall only be sent back in its original packaging. A credit note will not be issued until the returned goods have been examined in detail. Return shall be franco domicile. For storing the goods again, the buyer will be invoiced 15% of the value oft he goods, however, a minimum of 15, 00- EUR. For goods of a net value below 50, 00 EUR there will generally no credit note will be issued. Damaged goods or those not of impeccable state are excluded from return shipment and will not be credited.

Warranty
a) Products that show marks of assembling shall be excluded from claims should the marks be visible, such as: fractures, scratches. The same shall apply for products that do not bear the security seal anymore. Should the product be defective after its installation, a proof that a specialised workshop must be presented in order to claim compensation. We shall not assume liability for privately installed parts, i.e. in case do-it-yourself installation the warranty expires.
b) If buyer is running a business (entrepreneur), claims to correction of faults are mainly restricted to the claim to supplementary performance, i.e. rework or delivery of spare parts. We have the right of remedy or replacement. Should the repair or replacement goods fail to remedy the defect, you are entitled to demand either a reduction in the payment or termination of the contract. The rework is not fulfilled, if a deadline set for supplementary performance has not been met. The provisions for exercising the right of rescission are determined by Paragraph 323 of the German Civil Code (BGB = Bürgerliches Gesetzbuch)
c) For consumer customers, our initial warranty for defective merchandise shall be the customer's choice of rectification of defects or replacement. However, we are entitled to deny the mode of supplementary performance if said performance may only be completed with inappropriately high costs and the mode of supplementary performance bearing of no particular disadvantage for the consumer.
d) Supplementary performance or delivery of spare parts shall be considered unreasonable, if the proven expenditure on our side does not exceed 25% of the total order volume. In that event, the buyer may make use of the legal rights to withdraw from the contract or to price reduction.
e) The term of limitation for material defects is one (1) year as of shipping of the product and in case of dealings with newly manufactured goods. The sale of used goods does in this case exclude any material defect liability. In relation with users, the statutory provisions of limitation shall apply.
f) We are liable in accordance with the relevant statutory regulations, insofar as the purchaser asserts claims for damages arising from in-tent or gross negligence, including intent or gross negligence on his part of our representatives or servants.
If we cannot be charged with a wilful violation of the contract, then the liability will be limited to the foreseeable, typically occurring damage.
g) In the case of correction, we reimburse the expenses required for the purpose of removing the shortcoming. In case of supplementary performance we are obliged to bear any expense in relation to the remedy of the defect, especially the material and shipping costs.
h) The aforesaid regulations are also valid for damages caused for the remedy of defects or exchange of products within the meaning of liability for defects.
i) Claims of the buyer due to material defects liability may be filed, if the buyer properly followed the obligation to timely check and inspect the delivered goods according to section 377 of the German Commercial Code (HGB = Handelsgesetzbuch)
Modifications or repair work improperly performed by the customer or a third party without our prior consent shall terminate liability for any consequences.
If the purchaser or third party does inappropriate changes or repairs without former permission of the seller, the warranty is cancelled.
j) After agreement via phone, the delivery can only be sent back to us franco.

Liability based on other legal grounds
a) Without bearing the legal conditions of the filed claim in mind, any other liability for redemption exceeding the liability described in par. 7 shall be excluded. This shall apply in particular for compensation claims for damages based on fault when entering into the contract, on account of other breaches of duty or on account of tortuous compensation claims for property damage in accordance with § 823 of BGB (German Civil Code).
b) To the extent that liability for damages is excluded or limited for us, this also applies in regard to the personal liability for damages of our employees, salaried workers, associates, representatives and fulfilment aides.

Recourse against the Entrepreneur
a) If the buyer sees the object to a consumer as part of his commercial business and has to take back the article or reduce the purchase price due to it being faulty, the buyer shall be entitled to claims against us arising from liability for material defect without fixing a time limit.
b) The buyer shall also be able to demand reimbursement of expenses that he had to bear vis-à-vis the customer, if the defects asserted by the customer existed upon passing of risk to the buyer. Expenses are in particular transport, travel, work and material costs.
c) The buyer shall not be entitled to damages within the framework of this recourse.
d) The buyer‘s obligations pursuant to Section 377 of the German Commercial Code (HGB = Handelsgesetzbuch) shall remain unaffected.

Reservation of Ownership
a) The object of purchase shall remain our property until such times as the accounts receivable in connection with the contract of sale have been settled. If the buyer is a merchant within the meaning of the German Commercial Code (HGB = Handelsgesetzbuch), we shall reserve the right of ownership to all objects of delivery until such times as all payments arising from the business relationship have been received.
b) The buyer shall be entitled to sell the objects of delivery during the ordinary course of business; however, he shall here and now assign all claims to us to the amount of the final invoice owed by him for the purchase price (including VAT) due to him from the sale from his customer or third party, irrespective of whether the objects of delivery were sold in a processed or unprocessed state. The buyer shall still be authorised to collect these accounts receivable even after the assignment. Our authority to collect the accounts receivable shall remain. We shall undertake not to collect the accounts receivable as long as the buyer contractually satisfies his payment commitments and no application for insolvency proceedings is filed. If one of the last mentioned circumstances
comes about, the buyer must provide us with all information at our request that are necessary to collect the assigned accounts receivable and to hand over the corresponding documents as well as to inform the respective debtor (third party) of the assignment.
c) The object of delivery shall always be processed or reformed for us. If the object of delivery is processed with other objects not belonging to us, we shall acquire co-ownership to the new object, proportionate to the value of the object of delivery to the other processed objects at the time of processing. The object created by processing shall be subject to the same provisions as the object delivered under reservation. If the object of delivery is inseparably combined with other objects not belonging to us, we shall acquire co-ownership to the new object, proportionate to the value of the object of delivery to the other constituents. If mixing is performed in such a way that the buyer’s object is to be regarded as the main object, it shall be agreed that the orderer shall transfer proportionate co-ownership to us. The orderer shall keep the sole property or co-property thus created for us. d) In the event that the value of the securities exceeds the accounts receivable to be secured by more than 20 %, the seller shall be obliged to release the securities to which he is entitled upon demand of the buyer. We may choose the securities to be released.

Altered Circumstances of the Buyer
a) If the financial situation of the buyer worsens considerably, if he disposes of goods we supplied under reservation of ownership in excess of the normal course of business, or if he dissolves his company, we shall be entitled to demand immediate payment of all accounts receivable, to repurchase bills of exchange at the buyer’s costs, and to continue supply only against advance payment or provision of security.
b) In the event of discontinuation of payment or excessive indebtedness of the buyer or upon filing of insolvency or composition proceedings, we shall be entitled either to assert the above rights or to withdraw from the contract pursuant to statutory provisions as we so choose.

Data Security
a) We shall be entitled to electronically store and possess all data on the buyer that refer to the business relationship for the purpose of performance of contract under consideration of the provisions of the German Data Security Act (Bundesdatenschutzgesetz).
Venue - Place of Performance - Applicable Law
a) The place of performance for all deliveries is Leipzig.
b) This contract shall be governed by the laws of the Federal Republic of Germany exclusively, without the United Nations Convention on Contracts for the International Sale of Goods.
c) If any of these terms should be invalid, the validity of the other terms of the contract shall remain unaffected. Invalid terms shall be replaced by the statutory provisions.


 Leipzig, November 2009