GENERAL TERMS AND CONDITIONS
AT WORTMANN TELECOM GMBH

• 1.

  All orders are subject to these terms and conditions which apply to all sales of Products by WORTMANN TELECOM and shall apply in place of and prevail over any terms and conditions contained in the customers order or in correspondence or elsewhere or implied by trade, practise or course of dealing unless made in writing and signed by WORTMANN TELECOM. For the purposes of these Terms and Conditions the following meaning shall apply:
• 2.

  'Products' shall mean all or any goods or services supplied by WORTMANN TELECOM to the customer and described on any order form of WORTMANN TELECOM.
• 3.

  WORTMANN TELECOM shall mean the seller of the products, namely WORTMANN TELECOM GmbH, Hankamp 2, 32609 Hüllhorst, Germany.
• 4.

  'Customer' shall mean the person, firm or company to whom WORTMANN TELECOM sells or provides the Products and whose name and address is indicated overleaf.
• 5.

  These terms and conditions shall not affect any statutory rights to which the customer may from time to time be entitled, to the extent that such rights cannot be varied or excluded by law.
• 6.

  WORTMANN TELECOM reserves the right to amend these Terms and Conditions from time to time without further notice. The current Terms and Conditions can be achieved from WORTMANN TELECOM’s web site on www.wortmann-telecom.de at any time.
• 7.

  WORTMANN TELECOM will not accept any order for products until it has received the Trade application form (see www.wortmann-telecom.de) filled in with all requested details.
• 8.

  The Price of the product shall be WORTMANN TELECOM’s quoted price or where no price has been quoted, the price listed in WORTMANN TELECOM’s current Price List. WORTMANN TELECOM reserves the right to amend the Price List from time to time. Except as otherwise stated and unless agreed at the time of placing the order for the products, all prices quoted are on an ex-works basis.
• 9.

  Prior sale, errors, changes and misprints excepted.
• 10.

  WORTMANN TELECOM requires full advance payments for all orders unless otherwise agreed.
• 11.

  All payments to be made by the customer should be executed as urgent SWIFT payments with same day value. Customers have to provide TT copies (MT103) stamped and signed by the executing bank for any payment made by fax or email. Copies of Payment application forms will not be accepted as proof of payments.
• 12.

  In those cases in which credit terms are agreed by WORTMANN TELECOM, payment for products shall be due to WORTMANN TELECOM immediately upon delivery but within 3 days from the date of invoice latest or on agreed date as per invoice.
• 13.

  WORTMANN TELECOM reserves the right to charge interest on overdue invoices from the date when payment becomes due until the date of payment at a rate of 3% above base rate stated by ‘Deutsche Bundesbank’. The current interest base rate is available on the website of the ‘Deutsche Bundesbank’ www.bundesbank.de, „Aktuelle Zinssätze (Current interest rates)“
• 14.

  The Products shall remain the Sole and absolute property of WORTMANN TELECOM as legal and beneficial owner until payment has been made in full and such payment has been cleared. Until title has passed to the customer, the customer shall hold the products as fiduciary bailee for WORTMANN TELECOM, and shall be required to store them separately and keep them identifiable as the property of WORTMANN TELECOM. Until such time as the Title of the Products passes to the customer (and provided that the products have not been re-sold) WORTMANN TELECOM shall be entitled to require the customer to deliver the products to WORTMANN TELECOM and if the customer fails to do so, to enter upon the premises of the customer and repossess the Products,
• 15.

  Whilst every effort will be made to arrange for delivery to be made within 48 hours of the order being placed by the customer, WORTMANN TELECOM shall be under no liability for any loss occasioned by delay in completing any contract or loss arising from delay in transit.
• 16.

  The risk for loss or damage to the products shall pass to the Purchaser upon delivery of the products to a carrier for delivery to the customer unless otherwise agreed. Any Products returned to WORTMANN TELECOM shall remain at the risk of the customer until delivered at the premises of WORTMANN TELECOM.
• 17.

  Unless otherwise agreed delivery of exported Products shall be on a CIF basis. The Products shall be delivered to the port of destination on or before the delivery date. WORTMANN TELECOM shall arrange a contract of carriage and insure the Products from dispatch until delivery on the terms current in the trade for benefit of the Customer. The Products shall be at the risk of the Customer as they are loaded on board. WORTMANN TELECOM shall promptly send to the Customer a clean shipped bill of lading, insurance policy and invoice in respect of the Products. The customer shall accept the documents tendered by WORTMANN TELECOM if they correspond to the point of destination.
• 18.

  Orders placed and accepted by WORTMANN TELECOM cannot be cancelled or varied except with the written consent of WORTMANN TELECOM.
• 19.

  The Customer must inspect Products at their cost, as WORTMANN TELECOM will not entertain any returns or complaints once the stock has left the Warehouse.
• 20.

  Where a particular item is not available WORTMANN TELECOM reserves the right to supply the Customer with a similar compatible item of equivalent specification. Where products are supplied for export from Germany the Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties thereon and shall indemnify and keep WORTMANN TELECOM indemnified against all costs, liabilities or obligations which may be imposed on it by reason of the Customer’s failure to comply with these obligations.
• 21.

  WORTMANN TELECOM’s employees are not authorised to make representations concerning the Products. In entering into any contract with WORTMANN TELECOM, the customer acknowledges that it does not rely on and waives any claim for breach of any such representation, which is not confirmed in writing by WORTMANN TELECOM.
• 22.

  Subject to the foregoing of all conditions, warranties and representations express or implied by statute, common law or otherwise in relation to the Products are hereby excluded to the fullest extent possible by law and WORTMANN TELECOM shall be under no liability to the Customer for any loss damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising.
• 23.

  WORTMANN TELECOM shall not be liable to the customer for defects in the products caused by any act, neglect or default on the Customer’s part or on the part of any Third Party.
• 24.

  WORTMANN TELECOM’s aggregate liability to the Customer whether for negligence, breach of contract or misrepresentation or otherwise shall be limited to the cost of the defective or damaged or undelivered Products, determined by the net price invoiced to the customer on the occasion of the relevant delivery.
• 25.

  These Terms and Conditions shall be governed by and construed in accordance with German Law and the parties agree to submit to the non-exclusive jurisdiction of the German courts.