These General Terms and Conditions shall exclusively apply for all Deliveries of the Goods, even for such arising out of future business transactions, even though they are not expressively agreed again. Latest by receipt of the Goods or the Services these General Terms and Conditions shall be deemed accepted. Any conditional or different terms proposed by the Buyer are objected to and will not be binding upon the Seller.

All offers made are subject to confirmation. Orders and oral side-agreements are deemed accepted only when assented in writing by Seller. Drawings, figures, dimensions, weights and other performance data are binding only by express agreement in writing. Seller's sales persons are not entitled to make oral side-agreements or to give oral confirmations exceeding the content of the written contract.

Times of Delivery or Performance, which can be agreed upon binding or not binding, must be in written form. Unless otherwise agreed, the delivery takes place within the delivery time at manufacturer’s works or Sellers´ point of sale. With hand-over to the carrier or from the moment Goods have left Sellers´ storehouses all delivery obligations are fulfilled and the risk is transferred to Buyer. If dispatch is prolongated on demand of Buyer, risk is transferred upon notification of readiness for dispatch.

The Seller may not be held responsible for delays in delivery and service caused by force majeure und by events hampering the delivery for the Seller not only temporarily or making the delivery impossible, even though such events happen at suppliers of Seller or their sub suppliers, and even in case of binding time limits or dead lines. In this case the Seller is entitled to extend the delivery or the service for the time of the hindrance plus an adequate warm-up period or to withdraw from the contract in view to the non-fulfilled obligations partially or in total. Such events are especially:

Strike, lock out, official directives, breakdown of energy supply, business disruption, business retrenchment, shutdown, fire, catastrophes, machine breakdown, mobilisation, war, riots, shortage of raw material, even if the events may appear at suppliers of the Seller or their sub-suppliers.

If the hindrance lasts longer then three months, Buyer, after expiration of a reasonable grace period, is entitled to withdraw from the non-fulfilled part of the contract. In case of an extension of delivery time or if Seller is released from his contractual obligations Buyer is not entitled to claim damages. Seller may invoke these circumstances only after immediate notification to Buyer.

Provided that the Seller is responsible for the non-observance of a binding time limit or grace period or that the Seller is in delay the Buyer is entitled to claim compensation for default amounting to 0,5 % for each full week of delay up to a maximum of 5 % of the invoice value of the deliveries and services concerned by the delay. Additional claims are excluded unless the delay is caused by at least gross negligence of the Seller.

Seller is entitled to partial deliveries and partial services any time unless the partial delivery or partial service is of no interest for the Buyer.

The compliance with delivery and service obligations of the Seller requires the proper and timely fulfilment of all obligations of the Buyer. If Buyer is in delay of acceptance, Seller is entitled to claim damages arising there from; with occurrence of delay of acceptance the risk of an accidental deterioration or loss is transferred to Buyer.

Unless otherwise noted Seller is bound to the prices in his offers for the period of thirty days from the date of issue. In case of doubt the prices which are noted in the order confirmation of the Seller shall be authoritative plus the compulsory turnover tax. Additional deliveries and services are charged separately.

Unless otherwise explicitly agreed all prices are at Sellers option either ex works or selling point including normal packing.

All items delivered under this agreement shall be free from defects in material and workmanship. Any claim by the Buyer based on a defect must be notified to the Seller within one year from the date of delivery.

Buyer has to notify defects, transport damages or shortages in writing immediately after receipt of Goods, however, latest within one week there from. Defects which could not be detected within the aforesaid period even upon thorough examination are to be notified in writing immediately upon detection. In either case the notification of defects has to be served before resale, consumption or further processing of the Goods. The duty to examine refers to the entire delivery.

If operation or maintenance instructions are disregarded, products modified or consumption materials not according the original specifications are used, Buyer is not entitled to any claims for defects of the products if Buyer can not refute a respective substantiated statement claiming one of the former circumstances having caused the defects.

Liability for fair wear and tear is excluded. Only the immediate Buyer is entitled to claims concerning defects against the Seller, such claims are not transferable. Subject to the provisions under § 7 Liability, Seller’s warranty is limited at Seller’s option either to rectification of defects or subsequent delivery of those items, found defective due to causes prior to the passing of risk. For defects appearing later, especially during processing or thereafter, the Seller shall not be held liable. In particular does this apply to processed Goods Wood Based Panel Products in view to level of dryness, dry rot, sponge formation etc. Moreover no liability exists for subsequent impact of construction humidity and too high artificial heat.

Replaced items become property of the Seller.

After agreement between Seller and Buyer as to the necessary rectification of defects or subsequent delivery Buyer has to allow the required time and possibility to Seller; otherwise Seller is discharged from any liabilities for any respective consequences. Only in urgent cases of danger for site safety or for the avoidance of unreasonable large damages, whereby Seller has to be informed immediately, Buyer shall be entitled to eliminate the defect by himself or by a third party and to claim reimbursement for the necessary expenses.

Buyer is entitled to withdraw from the contract within the statutory limits if the Seller – subject to the statutory exemptions – allows the fruitless expiration of a reasonable grace period. for rectification of defects or subsequent delivery. If the defect is considered as negligible, Buyer may only be entitled to reduce the contract price. In all other cases the entitlement to price reduction shall be excluded.

Whenever the use of the delivered Good leads to an infringement of industrial property rights or copyrights domestically the Seller shall generally provide to Buyer the right for further use or to modify the delivered item in such way acceptable to the Buyer that the infringement does not exist any longer.

Unless this is not achievable within reasonable time or under reasonable conditions Buyer may withdraw from the contract. Under the same conditions Seller may withdraw from the contract as well. Furthermore Seller shall indemnify Buyer from undisputed or finally determined claims of the owner of the respective right.

Subject to the provisions of § 7 Liability the above mentioned duties of the Seller shall be exclusive for all cases of infringements of industrial property rights or copyrights. However, these duties shall exist only if

- Buyer informs Seller immediately about claimed infringements of industrial property rights or copyrights,

- Buyer supports Seller in defending the claims in an adequate manner or Buyer enables Seller to execute the aforementioned modifications,

- all protective measures including agreements out of court are subject to Seller’s decision,

- the defect of title is not caused by an instruction of Buyer and

- the infringement was not caused by an arbitrary modification of the delivered item by the Buyer or by a use of Buyer not according to contract.

Terms of payment have to be fulfilled accurately. If Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, Seller shall be entitled to charge the Buyer interest on the unpaid amount at the rate of 8 percentage points per annum above Federal Reserve Bank rate until payment in full is made. Proof of a higher damage suffered by Seller shall be admissible.

Eligible bills will be accepted on account of payment only after explicit agreement. Payment by cheque or bill of exchange will be considered as fulfilment only when honoured. Discounting charges, bill of exchange tax and default interest shall be paid promptly. Collection charges and discounting interest are for Sellers’ account. Seller shall not be held liable for timely presentation of a bill, protest of bills, notice and return of the bill in case of a dishonoured bill of exchange.

Buyer is entitled to set-off, retention or price reduction even if claims in respect to a defect or counterclaims are made only if such counterclaims are finally determined or undisputed. Yet Buyer may withhold payments because of counterclaims out of the same contractual relation.

In the event that Buyer is in default or has suspended payment or if facts have occurred, which are equal to the suspension of payment or put the Buyers’ credit standing as a result of other circumstances in doubt Seller may, subject to his other rights, accelerate the maturity of the outstanding amount in total even if cheques were accepted. Furthermore in this case Seller may demand advance payment or securities. In these cases Seller shall also be entitled to withdraw from all contracts with the Buyer partially or in total. Buyer must release all Goods of the Seller immediately.

Seller may set-off his claims including such claims of other undertakings of the CLASSEN-Group against undisputed claims of the Buyer. This applies even if the reciprocative claims are due at different times.

If under the afore mentioned conditions Seller takes back Goods still in possession of the Buyer these shall be credited with a maximum of up to 40% of the selling price, notwithstanding any further claims for damages.

Seller’s invoice shall be paid unless otherwise agreed net, without discount, within 30 days of the date of Seller’s invoice. If a discount is agreed, such discount shall not apply to valued invoices and only if all prior claims have been satisfied.

Seller shall be entitled to credit payments with a priority against old debts despite different appropriation by the Buyer, and Seller shall inform Buyer about the manner of crediting. If costs and interest have already been occurred Seller is entitled to firstly credit against the costs, secondly against the interest and thirdly against the main obligation.

All delivered Goods shall remain Sellers’ property until complete payment of the purchase price as well as until complete payment of all prior and future Goods deliveries within the same business connection including all side claims. Until then Buyer may not devote the Goods to third persons nor to assign Goods by way of security.

As far as Buyer processes or modifies Goods Seller shall be deemed the manufacturer in the meaning of § 950 German Civil Code and is therefore the owner of all intermediate products and all finished products. Buyer shall be safekeeper only. He shall be entitled to sell the finished products according to ordinary business principles. Buyer herewith assigns to Seller who is accepting such assignment all claims arising out of the sale or any other legal ground against third persons in order to secure Seller insofar as Goods were processed. As long as Buyer fulfils his payment obligations towards Seller properly, Buyer may collect claims on behalf of Seller. However, on demand of Seller Buyer shall provide Seller with the data of third person Buyers. Seller may inform the third person about the assignment and give further instructions.

Buyer shall inform Seller about any grasp to the delivered Goods still owned by the Seller in order that Seller may make use of his rights. As far as the third person is not capable to reimburse Seller for judicial or non-judicial costs having arisen in this context, the Buyer shall be held liable therefore.

The property right applies also vis á vis the carrier who has received the Goods on demand of Buyer or at the instigation of Seller.

All Goods under reservation of title shall be handled carefully and shall be insured against fire, water damage and theft. Buyer shall assign to Seller any insurance claims arising by a damage event.

In the event that the securitiy by reservation of title exceeds the claim to cover by more than 20 % Seller will release deliveries entirely paid upon his choice.

Any damage claims caused by whatsoever breach of duty including tort shall be excluded except due to wilful misconduct or grossly negligent conduct.

For infringements of essential contract duties Seller shall be liable for any negligence, however, only up to the amount of a foreseeable damage. Claims for loss of profit, saved expenditures, damage claims by third persons as well as any indirect or consequential damages are excluded unless a condition of the Good granted by Seller explicitly aims to protect Buyer against such damages.

The aforementioned limitations and exclusions of liability shall neither apply to claims raised out of fraudulent conduct of the Seller nor for liability for granted conditions, for claims based on the German Product Liability Act (Produkthaftungsgesetz) nor for damage to life, body or health.

As far as the liability of Seller is excluded or limited this shall apply to employees, staff, representatives, factors, servants and assignees of the Seller.

Seller remains owner of estimation of costs, drawings, price lists and any other documents. They may only be made available to third persons after explicit prior consent in writing. For each violation the Buyer shall pay Seller a contractual penalty of € 50.000.

For any promotion with the company sign of the Seller or with the names of his suppliers explicit consent in written form is required as well.

Place of payment as well as for other duties of the Buyer shall be the Sellers’ principal place of business. The place of delivery shall be where the Goods are situated for dispatch purposes or where the handing over to the Buyer is concerted. Bills of exchange are payable at the Sellers’ principal place.

Place of jurisdiction for all disputes shall be the court at the Seller’s principal place of business. The Seller shall have the right to bring a claim before a court at the Buyer’s principal place of business.

These terms and conditions as well as the entire legal relations between the parties shall be governed by the law applicable for legal relations between domestic parties in the Federal Republic of Germany.

If one clause in these General Terms and Conditions or a clause in other agreements is or becomes invalid the effectiveness of any other clauses or agreements may not be affected.