1. General - Field of application
1.1 The following conditions of sale apply exclusively to all goods and services, including those made in the future, even if, in the case of future business ar-rangements, reference is not made exclusively to them or if the purchaser uses other conditions. These other conditions are only recognised if they have been expressly confirmed by us.
Our conditions of sale also apply even if, in the knowledge of contrary condi-tions by the purchaser, we make the delivery to the purchaser without reserva-tion.

1.2 Our conditions of sale apply in the case of agreements on goods and other services with business people, a legal entity under public law or a trust under public law.

2. Subject of the contract
2.1 Our products are supplied with written product information containing technical data, information regarding installation (installation instructions), care of the products and their purpose in each case.
Our products may only be used for the purposes mentioned in this written product information.
2.2 The suitability of the products for the intended purpose and their service life is only guaranteed if the instructions contained in the written product information on the care and assembly/installation of the products are observed.
2.3 Sealing and magnetic profiles, carriages, rollers and slides are subject to unavoidable, natural wear when used. Depending on the intensity of use wear-ing parts, such as sealing and magnetic profiles, carriages, rollers and slides, may only have a limited service life of 12 months.
2.4 The details in the written product information are only descriptive details. A guarantee is not accepted unless otherwise agreed expressly by the parties.
2.5 An agreement on properties, characteristics or purposes of our products that differs from the details in the written product information requires our express confirmation.
2.6 We reserve the right to make design and technical modifications customary in the trade to our products, provided that the modifications are reasonable for the purchaser and do not affect the usability of the purchased item.
2.7 In publicity material provided to customers and third parties relating to the products covered by the contract, the purchaser undertakes not to deviate from the details given in the written product information.
3. Quotations - quotation documents
3.1 If the order qualifies as a quotation in accordance with section 145 of the BGB (Civil Code), we may accept it within three weeks from the date of the order.
3.2 We retain property rights and copyright on diagrams, drawings, calculations and other documents; they may not be made accessible to third parties. This applies in particular in the case of written documents that are referred to as "confidential"; the purchaser requires our express agreement before passing them on to third parties.
3.3 The values in the diagrams and drawings in our lists, quotations and order acknowledgements are approximate values.
4. Payment conditions
4.1 Unless specified otherwise in the order acknowledgement, prices for deliveries with an order value of over 600.00 Euros are considered to be "carriage free" including packaging.
Deliveries with an order value below 600.00 Euros are sent carriage forward.
Delivery of spare parts is always carriage forward.
If the purchaser expresses special wishes regarding the despatch method, the purchaser will be charged separately for the resultant additional costs in-curred.
4.2 We reserve the right to increase our prices by a reasonable amount if costs increase after conclusion of the contract, especially due to tariff agreements or increases in the price of materials. The purchaser will be furnished with evi-dence of such increases on request.
The price increase will not exceed the price that can be achieved on the market.


4.3 Our prices do not include value added tax (this also applies to our price lists). VAT will be itemised separately on the invoice and charged at the rate appli-cable on the date of invoice.
4.4 For passing on to the end consumer, our prices (plus value added tax) are considered as a non-binding price recommendation.
4.5 The purchase price is payable net (with no deduction) within 30 days of the date of invoice, unless specified otherwise in the order acknowledgement.
If our invoice is paid within 10 days of the invoice date, we allow a 2% discount on the invoice amount.
4.6 If the purchaser exceeds the payment term given in these conditions or a specially agreed payment term, all amounts owing to us will become due im-mediately, even if the due dates have not yet been exceeded. No credit period will be granted for future amounts payable.
In the event of arrears on the part of the purchaser, we are entitled not to provide agreed goods or services until either the arrears have been cleared or a corresponding security on the part of the purchaser or a third party on behalf of the purchaser has been provided.
4.7 If we are aware of circumstances that give cause for serious concerns regard-ing the purchaser's ability to pay or the purchaser's credit worthiness, we are entitled, regardless of the agreed credit period, to call all outstanding invoice amounts - including deferred items - immediately due, and to make further de-livery to the purchaser subject to payment in advance or a viable security.
4.8 The purchaser is only entitled to offset with counterclaims if these have been acknowledged or legally established.
5. Delivery time
5.1 Any delivery times that we give commence on the date of the order acknowl-edgement.
5.2 Adherence to delivery times requires timely receipt of all documents to be provided by the purchaser, of the necessary approvals and authorisations and the purchaser's observation of the agreed payment conditions and other obli-gations.
If these requirements are not met in good time, the delivery time will be rea-sonably extended; this does not apply if the delay can be attributed to our-selves.
5.3 Force majeure, riot, strike, lock-out, unforeseen shortage of raw materials, absence of correct, on-time delivery to ourselves and interruptions to busi-ness, where no fault is involved, will automatically extend an agreed delivery time.
5.4 If we delay, in addition to the goods, the purchaser may claim compensation for any loss that may have occurred as a result of the delay; in the case of slight negligence on the part of the company or its agents, this claim is limited to a maximum of 5% of the agreed purchase price for the part of the goods which, as a result of the delay, could not be used in the relevant operation.
5.5 If we do not provide a service when due, the purchaser may set a reasonable time for it to be made good. If we allow this time to pass without making good, the purchaser is entitled to withdraw from the contract or to claim for compen-sation instead of the service; in the case of slight negligence by the company or its agents, this claim for compensation instead of service is limited to a maximum of 30% of the price for the part of the supplies which, as a result of the delay, could not be used in the relevant operation.
Fixing a time limit may be dispensed with under the conditions of section 281 para. 2 of the BGB.
5.6 The limits of liability specified in points 5.4 and 5.5 do not apply in so far as our liability is obligatory in cases of intent or gross negligence or in the case of claims for compensation for fatal or bodily injury or damage to health.

6. Transfer of risk
6.1 Unless specified otherwise in the order acknowledgement, delivery is agreed "ex works", i.e. the risk passes to the purchaser as soon as the delivery item leaves the supplier's works or is made available to the purchaser by an an-nouncement that it is ready for despatch or collection at the supplier's works. This also applies in the case of a delivery that is carriage free.
If we delay despatch at the request of the purchaser or for reasons that can be attributed to the purchaser, the risk passes to the purchaser for the duration of the delay. However, in this case, we are obliged to effect the insurance re-quired by the purchaser at the purchaser's request and expense.
6.2 At the purchaser's express wish, we will arrange transport insurance. The purchaser shall bear the costs incurred.
7. Receipt
7.1 The deliveries are to be inspected immediately for completeness and any defects. We are entitled to make partial deliveries provided this is reasonable for the purchaser. Acceptance of a delivery cannot be refused because of slight damage or defects.
8. Requirement to give notice of defects
8.1 Obvious defects, the delivery of other items or a shortfall in the delivery must be reported by the purchaser in writing immediately, no later than 7 days after receipt of the goods at the destination. Hidden defects are to be reported in writing immediately the defect is discovered.
8.2 If on delivery, the goods display obvious packaging defects, the purchaser is obliged to note the defects on the delivery papers or to refuse acceptance of the goods.
8.3 If defects are reported, we should be given the opportunity of ascertaining the defects in situ, either ourselves or through a representative. The defective item with may not be modified without our express agreement.
8.4 If the purchaser has disposed of the goods to a consumer and the consumer reports material defects, the purchaser is obliged to advise us immediately he becomes aware of the defects reported by the consumer so that we have the opportunity of promptly checking the accuracy of such reports.
9. Material defects/shortfalls
9.1 We are liable for material defects as follows:
If we have to supply according to drawings, specifications, samples etc. from the purchaser, the purchaser bears the risk regarding suitability for the in-tended purpose.
9.2 If there is a material defect, or another item was delivered or there was a shortfall in delivery, we should first be given the opportunity of making good within a reasonable time.
The right to make good includes:
All parts or services displaying a material defect within the limitation period, regardless of the time in operation, the cause of which was already present when the risk was transferred, may, as we choose, be repaired by us free of charge or supplied or provided by us again.
9.3 If the purchaser has had to take back the goods from a consumer as a result of their defectiveness, or the consumer has reduced the purchase price, the time to make good specified in point 9.2 is not required.
Fixing a time limit may also be dispensed with under the conditions of sections 281, para. 1, 323 para. 2, 440 of the BGB. According to these conditions, fixing a time limit is not necessary, for example in the following cases:
- in the case of serious and definitive refusal of performance on our part
- if there are special circumstances that justify immediate enforcement of the claim for compensation
- in the case of so-called short sales
if we have refused both types of making good as specified in section 439 para. 3 of the BGB or if the type of making good that the purchaser is entitled to has failed or is unreasonable for him.

9.4 If making good fails, notwithstanding any claims for compensation in accor-dance with points 9.5 and 9.6, the purchaser may withdraw from the contract or reduce the payment. The same applies if, according to the legal provisions, fixing a time limit may be dispensed with.
Withdrawal is not permitted if the defect is insignificant. In the case of insignifi-cant defects, notwithstanding any claims for compensation in accordance with points 9.5 and 9.6, the purchaser may only reduce the payment.
9.5 If the making good fails or fixing of a time limit is dispensed with, the purchaser may call claim compensation instead of service or reimbursement of wasted expenditure.
However, in the case of a simply negligent breach of duty on our part or by our agents, the claim for compensation instead of service is limited to foreseeable losses which are typical for this type of contract.
This limit of liability does not apply if one of the cases mentioned in point 11.1 of the conditions of sale occurs, in which case we are always liable without limitation in accordance with the legal provisions.
9.6 If other claims for compensation (such as compensation instead of service) are justified as a result of material defects, we accept liability in accordance with the provisions of point 11 of these conditions.
9.7 Claims regarding material defects lapse within the legal periods.
10. Impossibility, adjustments to the contract
10.1 If delivery is impossible, the purchaser is entitled to claim compensation unless we are not responsible for it being impossible. However, the pur-chaser's claim for compensation is limited to 10% of the price of that part of the delivery that cannot be used in the relevant operation as a result of the de-livery being impossible. This limitation does not apply in so far as our liability is compulsory in cases of intent or gross negligence. Nor does this limitation ap-ply in the case of claims for compensation as a result of fatal or bodily injury or damage to health.
The purchaser's right to withdraw from the contract is not affected.
10.2 If unforeseeable events in accordance with point 5.3 of the conditions of sale considerably change the economic significance or the content of the supply or have a significant impact on our operation, the contract will be adjusted accord-ingly in good faith. If this is not economically tenable, we have the right to with-draw from the contract. If we wish to make use of this right of withdrawal, we shall advise the purchaser of this without delay once the implications of the event are known, and even if an extension of the delivery time had previously been agreed with the purchaser.
11. Other claims for compensation
 11.1 In accordance with legal requirements, and to the legal extent, we are liable:
 for all fatal and bodily injuries and damage to health and
 in accordance with the product liability law and
 in the case of fraudulent deception, particularly the fraudulent conceal-ment of material defects and
 if a guarantee is accepted for the condition of the items and
in the case of an intentional or grossly negligent cause of damage, including that caused by our agents.
 11.2 In accordance with legal requirements we are liable
 if we expressly or conclusively have accepted a qualified position of trust with regard to avoiding the loss that has occurred
 if an exclusion of liability or a limitation of liability on out part deviates in-compatibly from fundamental legal thinking and
if a breach of duty by us is so fundamental that achieving the purpose of the contractual obligation is endangered.
In these cases our liability will be limited to the foreseeable losses that are typical of this type of contract.

11.3 If a loss occurs as a result of simple negligence without one of the cases mentioned in points 11.1 or 11.2 being involved, and which is not due to delay or impossibility, claims for compensation due to a breach of duty and claims for compensation because of a breach of the obligation to take account of the pur-chaser's interests, entitlements and legally protected rights, are not permit-ted.
In this case, if the negligence is anything less than gross negligence, we are not liable for compensation instead of service or reimbursement of wasted expenditure. If the claims for compensation instead of service or reim-bursement of expenditure are due to material defects, the liability from point 9.5 of these conditions still applies however.
12. Retention of title
12.1 The goods remain our property until full payment of all amounts payable arising from the business relationship with the purchaser, including those aris-ing in the future, have been received.
Retention of title remains even if individual amounts payable are included in an open account and the balance is calculated and acknowledged.
If the purchaser's behaviour is contrary to the terms of the contract, especially if there is a delay in payment, we are entitled to recover the item purchased. Seizure of the purchased item always implies a withdrawal from the contract. After recovering the purchased item we are entitled to sell it on the open mar-ket, the proceeds from the sale are to be credited to the purchaser's liabilities less any reasonable selling costs.
12.2 The purchaser is not permitted to give as security or pledge goods that are subject to retention of title.
In the case of distraint or other intervention by third parties, the purchaser should notify us immediately in writing so that we are able to take action in ac-cordance with section 771 of the ZPO (code of civil procedure). If the third party is not able to reimburse us for the legal and out of court costs of an ac-tion in accordance with section 771 of the ZPO, the purchaser is liable for the loss that we incur.
12.3 The purchaser is entitled, in the proper course of business, to resell, process or install the item purchased; however, he here and now assigns to us all amounts payable to the extent of the final invoice amount (including value added tax) accruing to him from the resale, further processing or installation from his purchaser or third parties, regardless of whether the purchased item has been resold or installed before or after processing.
The authority of the purchaser, in the normal course of business, to dispose of, process or install goods on which there is a reservation ends when it is re-voked by us following a steady deterioration of the purchaser's financial situa-tion, but no later than with his bankruptcy or when an application is made for insolvency proceedings to be opened on his assets.
The purchaser is authorised to collect this debt even after assignment. Our power to collect the debt ourselves and disclose the assignment is not affected by this.
However, we undertake not to collect or disclose the debt so long as the purchaser meets his payment obligations from the agreed proceeds, is not in arrears with the payment, his financial situation is not steadily deteriorating, no application has been made to open insolvency proceedings and he has not suffered bankruptcy.
If this is the case, we may call for the purchaser to make the assigned debts and their debtors known to us and give us all details necessary for the collec-tion of the debts. The purchaser shall give us all relevant documents and make the debtors (third parties) aware of the assignment.
12.4 The processing or reconstruction of the purchased item by the purchaser is always performed for us. If the purchased item is processed with items that do not belong to us, we acquire joint ownership of the new item in the proportion of the value of the purchased item to the other items processed at the time of the processing. For the items arising as a result of the processing, the same applies as for the purchased item delivered with reservation.

12.5 If the purchased item is combined with other items that do not belong to us so that it cannot be separated, then we acquire joint ownership of the new item in the proportion of the value of the purchased item to the other items it is com-bined with at the time they are combined. If the combining takes place in such a way that the purchaser's item can be considered as the main item, it is con-sidered to have been agreed that the purchaser transfers joint ownership pro-portionally to us. The purchaser safeguards the sole ownership or joint owner-ship thus arising on our behalf.
12.6 To secure our claims against him, the purchaser also assigns to us the amounts payable accruing to him from a third party through the connection of the purchased item with a piece of property.
12.7 We undertake to release the securities that we have at the purchaser's request if the value of our securities are more than 20% higher that the debts being se-cured; the choice of the securities to be released is at our discretion.
13. Place of fulfilment and jurisdiction
13.1 If the purchaser is a business person, our place of business is the place of jurisdiction; however, we are entitled to take proceedings against the pur-chaser at his own domicile.
13.2 Unless specified otherwise in the order acknowledgement, our place of busi-ness is the place of fulfilment.
14. Applicable law
German law applies with the exclusion of the UN trading law agreement (CISG) of 11th April 1980.
15. Concluding conditions
If any part of these conditions of sale is found to be unlawful or invalid it shall not effect the validity or enforceability of the remaining conditions. The contract-ing parties undertake to reach an agreement by which the purpose of the unlawful or invalid condition can be achieved with the same end result.


07.2008
Hüppe GmbH  Industriestraße
D-26160 Bad Zwischenahn

II. General Conditions of Purchase
General Conditions of Purchase of Hüppe GmbH, Industriestraße 3, D-26160 Bad Zwischenahn

1. General

Our Conditions of Purchase apply to all orders, including future orders. The supplier’s terms of business do not apply. The supplier’s additional or differing agreements or terms of business are only binding on us if we have accepted them.

2. Delivery Item

The goods ordered are intended for use in the manufacture of shower systems (e.g. shower partitions, shower trays, shower heads and fittings) and consequently for installation in buildings.

We reserve the right to ask for the delivery item to be changed if this is necessary for technical manufacturing reasons and if the supplier can be reasonably expected to make the change. In this case, the effects of the change to the delivery item on both parties, especially with regard to additional or reduced costs and delivery dates, must be suitably taken into account.

We only accept part deliveries by express agreement. In the case of agreed part consignments, the quantity outstanding must be indicated.

We only accept the quantities or numbers of items we have ordered. Differences in the agreed quantity to be delivered are only possible with our prior agreement.

If the provision of material test certificates has been agreed, these form an integral part of the delivery and must be sent to us with the invoices.

Delivery notes, invoices and all correspondence must indicate our order number, order item and our material number.

3. Prices, Shipment, Packaging

The agreed prices are fixed prices. Costs for packaging, freight, transport and transport insurance to the delivery address or place of use indicated by us are included in the agreed prices.

Shipment is at your risk. Consequently, you bear the risk for any deterioration, including accidental loss, until the item is delivered to the delivery address or place of use required by us.

Your obligation to buy back the packaging is governed by statutory provisions. If, in exceptional circumstances, we are invoiced separately for packaging, we are entitled to return packaging, which is in a good condition, to you in return for payment of 2/3 of the value indicated in the invoice carriage paid.

4. Payment

Invoices shall be sent to us in duplicate with all associated documentation and data in the proper form once delivery has been completed.

Payment is by transfer or by any other means customary in business within 60 days at 3% discount net, calculated from receipt of the invoice and completion of the delivery/service.

If advance payments have been agreed, you must, at our request, provide suitable security, e.g. bank guarantee.

5. Delivery Times

The agreed delivery dates and lead times are binding. We must be informed immediately of foreseeable delivery delays with an indication of the reason and the forecast length of the delay. The supplier is liable in the event of the failure to provide information or the late provision of information. In the event of late delivery, we are entitled to make statutory claims. An exemption from or limitation of liability on the part of the supplier is excluded. In the event of cancellation, we can retain part deliveries in return for credit notes. In the event of the supplier repeatedly or persistently missing deadlines, we are entitled to terminate the contract if the delay is considerable and this is made necessary by the urgency of the delivery due to our own delivery commitments. In the event of a delay in taking delivery of the goods due to force majeure and in the event of unforeseeable stoppages making it difficult or impossible for us to take delivery of the goods, and in similar circumstances outside our control which have a significant impact on requirements for the goods or customers’ requirements for the goods, we are released from our obligation to take delivery of the goods for the duration of the hindrance; this also applies within the scope of industrial disputes, especially strikes or lock-outs, as well as in the case of disruption to railways or access roads. Sentence 1 also applies if the hindrance occurs through suppliers or customers. If the supplier is late, we have the right, after sending a reminder, to demand a contract penalty of 0.5% of the net order value per week started, with a maximum of 5% of the net order value and/or delivery and/or to cancel the contract. The contract penalty paid will be offset against a claim for damages.

We are not obliged to take delivery of the goods before the delivery date.

6. Technical Rules, Safety Regulations

The delivery item must be state of the art, unless otherwise agreed for a specific case.

7. Obligations to Examine and Give Notice of Defects

We will inform you of outstanding defects in the delivered item/service within two weeks at the latest of receipt of the ordered item at the specified place of delivery. If it is a matter of hidden defects, these must be reported within the same period, starting from their detection.

Other than the aforementioned obligations to notify and examine, we do not have any further obligations towards the supplier. This especially applies to the obligation to examine and give notice of defects under Section 377 of the German Commercial Code.

8. Liability for Defects

You are liable for defects, for delivering different items or for delivering an insufficient quantity, in accordance with statutory provisions.


With regard to the period of limitation for these claims, the following is agreed:
As the item is intended for installation in buildings the warranty period is five years, unless a shorter period of limitation is mandatory under law.

If, as a result of a defect in the product obtained from you, we had to accept the return of the item from a consumer or the consumer consequently reduced the purchase price, the period of limitation for claims against you, as stated in sections 478, 437 of the German Civil Code [BGB], is six months at the earliest from the date when we satisfied the consumer’s claims.

This suspension of the period of limitation ends at the latest 5½ years after the date when you delivered the item to us.

For delivered parts serviced or repaired within the period of limitation for our warranty claims, the period of limitation starts again from the date when the supplier has completely satisfied our claims for rectification.

If we take back products manufactured and/or sold by us due to the defectiveness of the contract item delivered by the supplier or if the purchase price we charged was reduced as a result or if a claim was made against us in any other way, we reserve the right of recourse against the supplier, whereby, for our warranty claims, there is no need for the deadline usually required. We are entitled to require the supplier to reimburse the costs we have had to pay to our customer, because the customer made a claim against us for the reimbursement of the costs incurred for the purposes of rectification, in particular transport, infrastructure, labour and material costs.

If, within or after the warranty period, similar defects occur in a product, in more than 5% of these products supplied in a six-month period, then all products from this production are considered to be affected by this defect (series defect). The supplier pays all the costs associated with eliminating this series defect.

9. Product Liability, Insurance

If a claim is made against us by third parties on the basis of national or foreign product liability regulations or laws, you are obliged to exempt us from producer liability insofar as the cause of the liability is seen in the product supplied by you.

You will mark the delivery items so that they can permanently be recognised as your products. In the case of components used in our products, prior agreement has to be reached with regard to marking.

You have to perform state of the art quality assurance, which is suitable both in its nature and scope, and you have to provide evidence of this on request. You will, if we consider this necessary, conclude a quality agreement in this respect with us.

The supplier arranges with his insurer to include this exemption within the scope of his industrial third party insurance. The supplier exempts us from responsibility for product damage claims from third parties insofar as the cause lies within his area of control or organisation. He shall reimburse the costs for any recall action undertaken to avoid physical injury and damage to property, which was necessary due to product defects caused by the supplier, and shall consequently maintain insurance for product recall costs with a minimum level of cover of €2 million. Furthermore, the supplier shall conclude industrial third party insurance and product liability insurance with a minimum level of blanket cover of €2 million for physical injury and damage to property. The cover must also be extended to damage abroad notwithstanding Section 4, paragraph 1, No. 3 of the General Insurance Conditions for Third Party Insurance. The supplier must inform us of exclusions for cover in USA/Canada. The scope of this insurance must provide the types of cover provided in so-called extended product liability insurance (PLI) including insurance for physical injury and damage to property due to the absence of guaranteed properties in the delivered item, No. 4.1 of PLI; combination, mixing and processing of the delivered products, No. 4.2 of PLI; further treatment and further processing under No. 4.3 of PLI; dismantling and installation costs under No. 4.4 of PLI; reject production by machines, No. 4.5 of PLI and a clause for examination and sorting costs under No. 4.6 of PLI. The level of cover for damage under No. 4.1-4.6 of PLI must also amount to at least €2 million. On request, the supplier will provide the customer with a certificate of insurance in this respect.

10. Obligation to Inform

You must inform us of any technical safety problems or problems relevant under liability law with regard to your products as soon as you become aware of them.

11. Intellectual Property Rights

The delivered item must be free from third party intellectual property rights.

You exempt us and our customers from third party claims resulting from any breaches of intellectual property rights.

If you fail to respond to our request in this respect, we are entitled, at your cost, to obtain approval for delivery, commissioning, use, resale etc. of the delivery items and services concerned from the authorised person.

12. Transfer of Documentation

We retain property rights and copyright of designs, drawings, models, samples and other documents which we provide to you. They may only be used to process the quotation and to carry out the delivery of the ordered items. They must not be made available to third parties without our express agreement. They must be immediately returned to us on request after completion of our enquiry or after completion of the delivery of the ordered items. The obligation to maintain secrecy continues to apply after completion of this contract; it expires when and if the production know-how contained in the transferred designs, drawings, calculations and other documents has become common knowledge.

You have to check the drawings, descriptions etc. forming part of the order for any discrepancies and must immediately inform us of any detected or suspected errors.

Changes can only be made to our documents provided to you with our agreement.

13. Provision of Materials, Reservation of Title


Parts and materials provided by us remain our property. Processing or re-forming by you is done for us. If parts or materials provided by us are processed or mixed with other items not belonging to us, then we acquire joint ownership of the new item in proportion of the value of the parts/materials provided, to the other processed or mixed items at the time of processing or mixing.

However, if your item is considered the main item, then you shall transfer joint ownership to us apportioned as appropriate.

You are not entitled to use the parts and materials provided by us for purposes other than those indicated by us. In particular, you are not entitled to use the parts or materials provided or to transfer ownership of them to third parties.

We do not accept any extension or lengthening of a reservation of title, going beyond the supplier’s simple reservation of title with regard to the supplier’s unprocessed product stored by us, especially after processing, combination or mixing with other items or after the sale of the supplier’s product.

14. Tools

Our acceptance of tool costs must be agreed separately. The one-off tool price includes all manufacturing costs, including any corrective measures and sampling. The price covers all costs for the maintenance, care and insurance of the tool for as long as we require the corresponding prefabricated part.

On payment, ownership of the tool is transferred to us. The tool remains in your custody. You shall permanently mark the tool as our property and treat it as such. The tools may only be used for our orders.


We are entitled, at any time, to reclaim our tool, unless the tool is still urgently needed to complete the order placed with you.

15. Offset

You may only offset undisputed or legally established claims.

16. Assignment

You may only assign rights and claims from this contract to third parties with our agreement.

17. Trade Secrets

The supplier shall treat our orders and all associated commercial and technical details as trade secrets. The supplier shall keep secret the documents and information, even after this contract has been completed. Disclosure to third parties is only permitted with our written agreement.


18. Place of Performance

Unless expressly agreed otherwise, the place of performance for the obligation to supply is the delivery address or place of use requested by us, for all other obligations on the part of both parties: Industriestraße 3, 26160 Bad Zwischenahn.

19. Applicable Law, Jurisdiction

The law of the Federal Republic of Germany applies exclusively to all legal matters between the supplier and us, even if the supplier’s head office is abroad, without recourse to the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

For contracts with suppliers based in a European Union Member State, Westerstede (Germany) is agreed as having sole jurisdiction. For contracts with suppliers based outside the European Union, all disputes, which cannot be settled amicably, will be finally decided in accordance with the arbitration code of the German Institution for Arbitration in Bonn (DIS) without recourse to courts of law. The court of arbitration can also decide on the validity of this arbitration agreement.

20. Masco Corporation Supplier Business Practices Policy

The supplier assures that it will comply with the Masco Corporation Supplier Business Practices Policy in accordance with Annex 1.

21. Final Provisions

If any provision of these conditions becomes legally ineffective, this does not affect the validity of the other provisions. Invalid provisions will be reworded to achieve the commercial purpose intended by this provision.