Terms and Conditions

Scope of Terms

1. All national and international deliveries, services and quotes from the Naturhaus Naturfarben GmbH are based on these terms, which are also binding for future transactions, even if not explicitly expressed. Acceptance of the deliverable or service - in whole or in part - implies agreement to these terms. Unless specifically approved by the Naturhaus Naturfarben GmbH additional terms introduced by the customer will not be accepted.
2. Additional agreements between the customer and Naturhaus Naturfarben GmbH for the purpose of executing a project must be in writing.
3. If in certain cases individual regulations prove to be invalid, the remaining terms of the agreement remain in force.

Contract terms and finalization

1. Naturhaus Naturfarben GmbH quotes are non-binding and without obligation. Notification of contract acceptance and all subsequent orders require written confirmation by the Naturhaus Naturfarben GmbH to become binding.
2. The agents of Naturhaus Naturfarben GmbH are not authorized to make additional verbal agreements or commitments beyond the contents of the contract.
3. Drawings, illustrations, measurements, weights or other data are only binding if they are specifically agreed to.

Pricing

1. Unless otherwise stated the Naturhaus Naturfarben GmbH must adhere to the current price list issued to the importer. Prices listed in quotes are binding for 30 days from issue date of the quote unless stated differently. Prices listed in the order confirmation or the currently valid price list are binding. Additional deliverables and services are charged extra.
2. Unless otherwise agreed, prices are considered ex works, excluding freight, VAT, customs, import duties, insurance, costs for special packaging and labeling, etc.
3. If current import and export duties, other fees or freight costs for raw materials increase after issue of the contract, prices will offset such changes.
4. If a change in the economic balance takes place to the disadvantage of the Naturhaus Naturfarben GmbH within 4 months after contract issue, the Naturhaus Naturfarben GmbH may cancel the contract free of penalties, unless the purchaser agrees to pay an adjusted price. Such changes include the balance between performance and payment, or the exchange rate of the Euro to the currency usually used to procure the required raw material.

Delivery and service times

1. Binding or non-binding delivery dates or schedules must be agreed to in writing.
2. Terms of delivery commence upon receipt of all documentation required for the job, the deposit payment and on-time material orders, as previously agreed. If shipment cannot be made through no fault of the Naturhaus Naturfarben GmbH, the declaration of dispatch readiness counts as timely delivery.
3. The Naturhaus Naturfarben GmbH is not liable for delays or cancellation of deliveries or services based on act of God, e.g. labour action, lockout, actions by regulatory bodies at any related location. The Naturhaus Naturfarben GmbH may accordingly extend the delivery schedule by the duration of the work disruption with a reasonable start-up time or may cancel the contract in part or in whole for unfulfilled contract deliverables. If the interruption lasts longer than 3 months, the customer is entitled to cancel the contract for the unfulfilled deliverables after a reasonable time extension. The Naturhaus Naturfarben GmbH may not claim redress payments in case of delivery schedule extension of its release of contract. The Naturhaus Naturfarben GmbH may only claim such conditions, upon immediate notification to the customer.
4. If the Naturhaus Naturfarben GmbH is responsible for non-adherence to contractually agreed terms and dates, or in case of a delay of delivery, the customer is entitled to damages of 0.5% of the order value for each full week of the delay, up to a maximum of 5% of the invoice value of the deliverables and services affected by the delay. The customer may claim additional redress damage only upon proof of gross negligence by the Naturhaus Naturfarben GmbH.
5. The Naturhaus Naturfarben GmbH may make deliveries and provide services in whole or in stages.
6. Obligations fulfillment by the customer presupposes similar fulfillment of the obligations by the Naturhaus Naturfarben GmbH.
7. If the customer is in default of acceptance, the Naturhaus Naturfarben GmbH is entitled to claim damages for any resulting losses; upon occurrence of default the customer assumes responsibility for coincidental deterioration and failure.

Packaging, transport and the transfer of liability

1. Unless otherwise agreed the Naturhaus Naturfarben GmbH selects packaging, mode of transport and transport route to the best of their ability.
2. The Naturhaus Naturfarben GmbH assumes liability upon exiting Naturhaus Naturfarben GmbH’s premises even with prepaid delivery. Customer assumes responsibility for the goods upon dispatch readiness notice, if shipping is temporarily impossible through no fault of the Naturhaus Naturfarben GmbH.
3. If requested by the customer in writing the goods will be insured against storage, breakage, transport and fire damage at their own cost.

Warranty

1. The Naturhaus Naturfarben GmbH warrants its products to be free from any defect in manufacturing and material for a period of 6 months commencing from delivery date. Warranty as to certain attributes of the deliverable must form part of the order confirmation. Reference to technical standards is deemed description of the product. Deviations within reasonable tolerances not affecting technical quality, especially deviations in color, density and consistency are permitted.
2. Should the customer fail to comply with the Naturhaus Naturfarben GmbH operating and maintenance instructions, modify the product, or use non-approved operating materials, warranty claims become null and void, unless the customer produces evidence, that the foregoing played no part in any warranty claim.
3. Defects must be reported to the Naturhaus Naturfarben GmbH immediately, not later than one week after receipt of the goods. Hidden faults not noticeable upon receipt of the goods must be disclosed to the Naturhaus Naturfarben GmbH immediately within 3 months of receipt of the goods.
4. Warranty is null and void if defects were noticed by the customer or should have been noticed during proper inspection and the goods have been placed in use or were partially or in whole sold to third parties. The same applies if the goods were inspected by the customer before shipping or if the customer specifically denied testing or inspecting the goods.
5. If the fault claim is substantiated, the Naturhaus Naturfarben GmbH must replace or repair the faulty goods. Should the fail to fulfill these obligations, the customer may decrease the good’s value after three weeks’ notice, either by reducing the purchasing price or reversing the contract.
6. If only individual goods or packaging within a delivery are defect, the customer is not entitled to return the complete shipment or refuse future deliveries.
7. Liability for normal wear and tear is excluded.
8. Only the original purchaser may make liability and replacement claims; these are not transferable.
9. The preceding sections contain solely a warranty for goods and exclude all other claims, especially indirect damage, but are considered consequential losses, unless the Naturhaus Naturfarben GmbH and his employees can be shown to have acted with gross negligence. This does not apply to claims for damages from failure of goods to meet described attributes intended to protect the customer from consequential losses.

Goods title

1. The goods remain the property of the Naturhaus Naturfarben GmbH until full payment is received from the customer. In case of contract breach (especially delayed payment) by the customer, the Naturhaus Naturfarben GmbH has the right to repossess the goods; the customer is obliged to return such goods. Unless otherwise agreed, return of the goods to the Naturhaus Naturfarben GmbH does not constitute contract cancellation, unless the terms stipulated in the installment act are applied. On the contrary, garnishee of goods for the Naturhaus Naturfarben GmbH in all cases is deemed to be a contract cancellation. In case of garnishee or other actions by third parties, the customer must inform Naturhaus Naturfarben GmbH immediately about all requirements for legal action based on section 771 ZPO. In case third party is not able to retrieve costs resulting from a suit based on section 771 ZPO in or out of court, the customer is liable for any loss incurred by the Naturhaus Naturfarben GmbH
2. Manufacturing or alteration of goods by the customer is always done for the Naturhaus Naturfarben GmbH. If the goods are processed with goods not belonging to the Naturhaus Naturfarben GmbH, the Naturhaus Naturfarben GmbH earns a shared ownership in the new product in relation to the final invoicing amount of the proviso goods and other goods during manufacturing; the same applies to goods manufactured.
3. The customer is entitled to sell the delivered goods through proper channels, thereby conveying all current customer’s receivables relating to the invoiced final amount created from resale or from third parties, without regard to whether or not the goods were sold processed. The customer is also entitled to collect this debt after the transfer. The power to collect receivables remains unchanged; however the Naturhaus Naturfarben GmbH commits itself not to collect receivables as long as the customer duly fulfills its liabilities and is not in arrears of payment. In this case the Naturhaus Naturfarben GmbH may request notification from the customer of the assigned claim and the debtor, including all required information, documentation and to inform the debtor (third party) about the assignment of the claim.
4. If the goods are mixed inextricably with goods not belonging to the Naturhaus Naturfarben GmbH, the Naturhaus Naturfarben GmbH earns a shared ownership in the new product in relation to the final invoicing amount of the proviso goods and other goods during manufacturing. If the process resulted in the customer’s goods being the main goods the customer assigns partial property rights to the Naturhaus Naturfarben GmbH and holds the sole or partial property rights on the Naturhaus Naturfarben GmbHs’ behalf.
5. The preceding assignment of title from the Naturhaus Naturfarben GmbH also applies to claims that the customer obtains from a third party involving real estate. The assignment rule also applies for processed, modified and mixed proviso goods.
6. The Naturhaus Naturfarben GmbH agrees to release the claims against the customer, as long as they are not only temporarily used for securing debt; especially if its value does not exceed 20% of the securable and unpaid claims.

Payment

1. Unless otherwise agreed, the contractually determined payment terms and conditions apply. The Naturhaus Naturfarben GmbH is entitled to balance older outstanding invoices to the customer with payments, even if customer’s regulations do not conform to this. The Naturhaus Naturfarben GmbH will inform the customer about such accounting steps. Upon receiving payment for a current delivery the Naturhaus Naturfarben GmbH is entitled to deduct from such payment any accumulated costs and interest arising from previous outstanding payments.
2. A payment is considered to have been processed, when the Naturhaus Naturfarben GmbH has access to the funds. In case of cheque payment, the payment is considered made, when such cheque has been cashed.
3. In case of payment arrears by the customer, the Naturhaus Naturfarben GmbH is authorized to charge interest at a rate of prime (Deutsche Bundesbank) plus 3%. The interest may be set lower if the customer can show extenuating circumstances.
4. If the credit rating of the customer appears to have deteriorated, especially in case of a returned cheque or stopped payment, or if the Naturhaus Naturfarben GmbH obtains other suitable reasons, the Naturhaus Naturfarben GmbH is authorized to invoice the complete outstanding balance, even if he accepted cheques. In this case the Naturhaus Naturfarben GmbH is also entitled to demand prepayment or collateral security for deliveries.
5. The customer may only offset, retain or lower the value of the goods (even when notice of defect or counter claims are made), if the counterclaims are legal and undisputed. The Naturhaus Naturfarben GmbH is also authorized to retain goods in case of counterclaims from the same contract.

Modifications to materials

The Naturhaus Naturfarben GmbH reserves the right to modify the makeup of the goods, but is not obliged to apply these changes to goods already delivered.

Limits of liability

Damage claims resulting from breach of contract, incorrect contract contents and from unauthorized actions against the Naturhaus Naturfarben GmbH and his lawful agents are not permitted, unless gross negligence can be proven. This also applies to claims based on non-performance, but only up to and including replacement of immediate or shortage damages, unless the liability is based on expressed assurance to indemnify the customer from such losses. Liability is limited to the damage estimated at date of contract issue. The Naturhaus Naturfarben GmbH is only liable for premeditated and gross negligence of non-managerial agents, if they breach an essential contract stipulation.

Place of delivery, place of jurisdiction, applicable right

1. The law of the Federal Republic of Germany applies for these terms and conditions and all legal interaction between the Naturhaus Naturfarben GmbH and the customer. Application of the UN agreement concerning contracts and for international purchasing is exempted.
2. Place of delivery quote, ex works quote is the location of the source plant.
3. Place of jurisdiction is Traunstein. This applies also for document, draft and cheque processing. The Naturhaus Naturfarben GmbH retains the right to take legal action against the customer at its own place of jurisdiction.

Naturhaus Naturfarben GmbH, 83083 Riedering, Germany, Dezember 2008