General Terms and Conditions.

This is the basis on which we work together.

1. general
(1) The business relations between us and the purchaser are based on the following terms and conditions of sale and delivery, unless other agreements are confirmed in writing. Any other terms and conditions of the purchaser are hereby rejected. They shall only apply if they are expressly recognized by us in writing.
(2) The Terms and Conditions of Sale and Delivery shall also apply to all future orders of the Buyer, even if we do not refer to them in each individual case.

2. order - order confirmation - delivery periods
(1) The order shall become binding upon our order confirmation. Any complaints must be notified to us by the customer without delay. Verbal collateral agreements shall only be valid if they are confirmed by us in writing.
(2) The stated delivery period shall commence on the day on which the order has been finally clarified in technical and design terms, an agreed down payment has been made and any necessary approval by authorities or third parties has been granted.
(3) Delivery periods and delivery dates are only estimates, unless the delivery date has been expressly agreed as a binding date. If we are unable to meet the agreed delivery deadline, the customer shall grant a reasonable additional delivery period, starting from the date of receipt of the written notice of default by the customer or, in the case of a delivery deadline specified in the calendar, upon its expiry. Disruptions in business operations or at our suppliers for which we are not responsible, in particular due to sovereign measures, strikes, lockouts, operational disruptions (e.g. fire, shortage of raw materials or energy) as well as obstruction of transportation routes and cases of force majeure which are based on an unforeseeable event for which we are not responsible, shall extend the delivery period accordingly. The customer shall only be entitled to withdraw from the contract if, in such cases, he sends a written reminder for the delivery after the extended delivery period has expired and the delivery is not made within a reasonable period to be set after receipt of the reminder to the customer. We shall be entitled to withdraw from the contract if delivery becomes impossible due to such circumstances.
(4) We reserve the right to make changes to the design which prove to be technically necessary and which are reasonable for the customer, taking into account our interests.
(5) If we are obliged to dispose of dismantled parts due to statutory provisions or official instructions, the customer shall bear the additional disposal costs incurred even if this has not been expressly agreed. This shall not apply if statutory or other regulations provide otherwise.

3. offer and price
1) Our offers, including delivery times, are subject to change without notice.
(2) Any agreed cash discount deduction on payments on account or partial payments is only permissible if all payments on account and the final payment are made on time within the discount period. Only the value of the goods excluding freight is eligible for discount.
(3) Unless otherwise agreed, prices are quoted in EURO ex works, including packaging, plus VAT at the statutory rate.
(4) We reserve the right of ownership and copyright to offers, drawings, drafts etc.. The offers and drafts etc. may not be made accessible to third parties, in particular competitors, and may not be used for tendering purposes. They must be returned immediately if the offer is not accepted.
(5) The agreed remuneration must be paid for samples, sketches, drafts and other project planning services expressly requested by the customer, even if the order is not placed. Ownership is transferred to the customer after payment of the fee.
(6) Unless expressly stated otherwise, the price of complete signs systems does not include:
- the low-voltage installation
- the high-voltage installation with transformers
- the costs for a stability certificate
- the costs of the building application and any building permit fees.

4. delivery and acceptance
(1) In the case of delivery, shipment or transportation shall be at the expense and risk of the customer. The costs for any transportation insurance shall be borne by the customer. Any transport damage must be ascertained immediately by means of a factual report to the carrier.
(2) Goods notified as ready for dispatch or assembly which are not called off by the Customer within 6 working days shall be stored from the seventh working day at the Customer's expense and risk. An invoice shall be issued at the same time.

5. terms of payment
(1) Unless otherwise agreed, our invoices shall be payable in accordance with these terms of payment as well as the terms of payment contained in our order confirmation.
(2) If partial deliveries are made, we shall be entitled to invoice these partial deliveries, including the VAT amount due on them, as partial payments. If these partial invoices are not paid on time, we shall be entitled to refuse further fulfillment of the order. If, in such a case, the customer does not pay the due claims within a reasonable grace period set by us, we shall be entitled to terminate the execution of the further order to the exclusion of any claims of the customer.
(3) In the event of default in payment, we shall be entitled to charge interest from the due date at a rate of 9% above the respective prime rate of the European Central Bank.
(4) Non-compliance with the terms of payment or circumstances which become known to us after the conclusion of the respective contract and which give rise to justified doubts as to the solvency of the customer shall result in our claims, including current bill of exchange obligations, becoming due immediately. In this case, we shall be entitled to withdraw from the contract and demand compensation for the damage incurred by us as a result, unless the customer makes advance payment or provides sufficient security.

6. retention of title
(1) Delivery shall be made on the basis of the following retention of title. This shall also apply to all future deliveries, even if we do not expressly refer to this.
(2) We shall retain title to the delivered item until all claims arising from the delivery contract have been paid in full. If the customer is a legal entity under public law, a special fund under public law or a merchant for whom the conclusion of the contract is part of the operation of his commercial business, the retention of title shall also extend to the claims to which we are entitled from the ongoing business relationship. The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, in the case of the delivery of high-value goods, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value.
(3) The customer is not entitled to pledge the goods subject to retention of title or to assign them as security. He must inform us immediately in writing in the event of seizure or other interventions by third parties.
(4) The customer is entitled to resell the reserved goods in the normal course of business on condition that he passes on the reservation of title to the third party. The customer hereby assigns to us the customer's claims from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). We accept this assignment. This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The client remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
(5) The processing and treatment or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the expectant right of the customer to the object of sale shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the client's item is to be regarded as the main item, it is agreed that the client shall transfer proportional co-ownership to us and shall keep the sole ownership or co-ownership thus created for us. To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.
(6) We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.

7. notification of defects and liability
(1) Defects in the goods must be reported to us immediately after delivery. Defects that cannot be discovered immediately even with the most careful inspection must be reported immediately after discovery.
(2) Claims for damages by the customer are excluded unless we or our vicarious agents are guilty of gross negligence or intentional breach of duty. This shall not apply to claims for damages due to injury to life, body and health and in the event of a breach of cardinal contractual obligations.
(3) Claims for damages in the event of a breach of cardinal contractual obligations shall be limited to compensation for foreseeable damage in the event of simple negligence.
(4) All claims against us, regardless of the legal grounds, shall lapse no later than 1 year from the start of the statutory limitation period, unless the statutory limitation period is shorter or the claim is not based on a grossly negligent or intentional breach of duty on our part. This does not apply to claims arising from §§ 438 Para. 1 No. 2 and 634a Para. 1 BGB.
(5) The independent limitation period is limited to 5 years.
(6) Customary color deviations, especially with surfaces and material tolerances, do not constitute a defect and do not entitle the customer to make a complaint.

8. prohibition of offsetting and assignment
(1) Offsetting by the customer against our claims is excluded unless the customer's claim is undisputed or has been legally established.
(2) The assignment of existing claims against us without our prior consent is excluded.

9. warranty
(1) The warranty period is 1 year from the start of the statutory limitation period. This does not apply to claims arising from § 438 para. 1 no. 2 BGB or § 634 a para. 1 no. 2 BGB.
(2) In the event of justified notification of defects, we are entitled to rectify the defect. If the rectification does not lead to a removal of the defect, the customer must report this immediately. In this case, we shall be entitled to carry out the rectification again. If this attempt at rectification also fails to remedy the defect, the customer shall be entitled to reduce our claim for remuneration or, if a construction service is not the subject of the liability for defects, to withdraw from the contract at his discretion.
(3) Insofar as a new order or new production of goods is required for the rectification of defects/replacement delivery, the delivery period or the necessary production times shall be taken into account in full when calculating the reasonable period for the rectification of defects/replacement delivery. We will inform the customer of the expected delivery periods immediately upon request.
(4) A warranty claim is excluded if the customer has failed to protect
rights of recourse against third parties (e.g. against transport companies). In addition, the customer shall lose his warranty claims if he fails to indemnify third parties.

10. place of performance, place of jurisdiction, miscellaneous
(1) The place of performance for all mutual obligations shall be Bad Bentheim. The place of jurisdiction for all disputes arising from the business relationship with merchants shall be Nordhorn or Osnabrück.
(2) This contract shall be governed exclusively by the laws of the Federal Republic of Germany. The UN Sales Convention (CISG United Nations Convention on Contracts for International Sale of Goods of 11.04.1980) is excluded.
(2) Should individual provisions of these terms and conditions of sale and delivery be or become invalid or unenforceable in whole or in part, or be declared invalid by a court or official decision, the validity or enforceability of the remaining provisions of the contract or these terms and conditions shall remain unaffected.

Bad Bentheim, May 09, 2016

ROSEN Lichtwerbung GmbH
D-48455 Bad Bentheim