General Terms and Conditions of Business from 01.04.2006

Pickhardt + Siebert GmbH
Kaiserstraße 90 – 104
51643 Gummersbach

General Terms and Conditions of Business from 01.04.2006

1. General
(1) All deliveries and sales shall be made to companies within the meaning of  S2 14 of the German Civil Code [BGB], hereinafter referred to as Buyer, solely on the basis of the following terms and conditions, even if the Buyer refers to other terms and conditions in an order or letter of confirmation. Different arrangements shall be required in writing.  Acceptance of a delivery shall be considered acknowledgement of our general terms and conditions of delivery and payment terms.
(2) As part of on-going business relations, these terms and conditions shall also apply to future deliveries and sales without it being necessary to send or make reference to these terms and conditions again. The current version of the terms and conditions will be made available immediately on request. If an order is placed on line, we will save the wording of the contract and send it to the Buyer by e-mail on request together with these terms and conditions.

2.Prices, surcharges and quantities ordered
(1) Unless otherwise indicated, all prices are shown in EURO per roll  (53 cm wide and 10.05 m long) ex works, including packaging plus statutory VAT at the time of delivery.  We can accept orders placed by a Buyer, which are not based on a quote, within 7 days of receipt either in writing or by delivering goods.
(2) The quantities specified in the price list shall be considered amounts ordered. Orders below this amount shall be subject to an industry standard room supplement of 20% on the area price, delivery carriage forward ex works.

3. Samples / individual rolls
(1) Samples can only be supplied in standard dimensions.   Sample rolls are calculated in accordance with a separate price calculation.
(2) Individual rolls in deliveries for areas or rooms shall not be returnable.

4. Order acceptance and lead time
(1) All prices indicated, including those on samplers or in sample books, shall not be binding until express confirmation has been given.
Supplementary agreements or any special deals shall require the written form.
(2) In the case of telephone or Internet orders, the Buyer shall carry the burden of proving that these have been sent properly and correctly,
(3) Delivery deadlines shall require written confirmation from us in order to be binding. We shall be entitled to make part deliveries in accordance with our manufacturing capabilities. In the event that an agreed delivery deadline shall not be met or a delivery shall not be made after an additional extension of time, we shall not impose a room surcharge in the case of advance deliveries or charge the basic carriage. We shall also pay for any damages that are proven to have been directly attributable to us failing to meet agreed deadlines or extended deadlines. Exceptions to this shall be any subsequent damage unless this is caused intentionally by us.
(4) We shall reserve the right to withdraw individual products from the range after 30 July in the second year of the collection in consultation with the dealer offering the collection for sale.

5.Delivery
(1) Deliveries shall be made ex works against an invoice and at the Buyer's risk.  The same shall apply to returns unless a justified complaint is on-going. Consignments shall only be insured by special arrangement and at the customer's expense.
(2) We shall pay the basic German rate of carriage to the recipient's address for all orders with a value of at least € 400 per order for sealed delivery to one address. The value of the consignment shall be calculated by multiplying the number of rolls by the net invoice price. Transport type
and transport route shall be selected by us at our reasonable discretion.
(3) For consignments sent by parcel service, post or express freight, expenses shall be charged unless the consignments can be delivered unpaid.

6. Payment
(1) Our invoices for standard wallpaper shall be payable within 14 days of the respective invoice date with 4% discount or within 30 days net.  Samples, including sample books, and other consignments shall be payable net. Payment by bill of exchange or by cheque shall require a special arrangement.
(2) Payments may only be made to the company. Our representatives are not authorised to collect payments.
(3) Cash discount shall only be given in the event of payment in cash on the net amount remaining after the deduction of trade discount. The amount of cash discount given shall be shown on the respective invoice. Payment in cash shall only exist in the event of prompt receipt of money, not in the event of submission of bills of exchange. The deduction of cash discount on invoices that are not overdue shall not be permitted if there are overdue invoices that have not yet been paid.
(4) Whilst in arrears, the customer shall pay interest on outstanding amounts of 8% over the basic rate; we shall reserve the right to claim further damages. Payments by the customer shall be offset against costs and interest pursuant to S2 366 (2) of the German Civil Code.
(5) We reserve the right to assign outstanding debts, which have not been paid 30 days after falling due, to our authorised collection agent.
(6) Bank discount and bank charges shall be borne by the party liable for payment.
(7) The Buyer may not offset claims disputed by us or claim a right to withhold in this respect unless the claims have been conclusively determined by a court.
(8) If we become aware of a significant deterioration in the Buyer's financial circumstances, which puts our claim for payment at risk, or if the Buyer falls into arrears, then we may demand the immediate payment of all outstanding invoices arising from the business relationship, including any that are not yet due.

7. Retention of title
(1) We shall retain full title of any goods that have been delivered by us until the Buyer has discharged all current, contingent or future claims arising from the business relationship.  In the case of payments by cheque or bill of exchange, the Buyer shall acknowledge the retention of title in our favour until the respective cheque or bill of exchange has been cashed.
(2) The Buyer may dispose of the goods in the context of proper business conduct, and in particular sell them. The resulting purchase price claims shall be assigned to us as security herewith at the amount of the purchase price payable to us. The Buyer shall be entitled and obliged to collect claims assigned to us as long as we refrain from withdrawing this authorisation. This authorisation shall expire even without express withdrawal if the Buyer discontinues payments to us. The Buyer shall not be entitled to dispose of the goods in which we have retained title or the claims assigned to us in other ways. In the event of seizures or other third party interventions, the Buyer shall refer to our security interests, label goods in which we have retained title as such and notify us accordingly immediately.
(3) If the Buyer shall fall into arrears with its payment obligations to us or is in breach of one its obligations arising from the agreed retention of title, the full remaining debt shall be due and payable immediately. In such cases we shall be entitled to demand the return of the goods in which we have retained title and to collect these. The Buyer shall have no right of possession in this case. Moreover, we shall be entitled to notify the Buyer's customer of the assignment of its outstanding debts to us and to collect the outstanding amounts. We shall also be entitled to demand distribution of the corresponding documents (for example, list of debtors).
(4) We undertake to release the securities to which we are entitled in accordance with the above terms and conditions at our discretion insofar as the value of the  goods in which we have retained title/assigned claims exceeds the claims secured beyond reasonable doubt by 20%; we shall be responsible for selecting the securities to be released.
(5) Claiming retention of title shall not be regarded as withdrawal from the agreement. If goods are returned, the Vendor may reduce prices to compensate for the associated additional cost.
(6) The Buyer undertakes to insure goods against theft, fire and water damage if payment is not made within 30 days. Proof of insurance shall be provided on request.

8. Trade discount
(1) If the Buyer is granted sales discount, including bonuses, as part of special deals, the assignment of claims to sales discount/bonuses shall not be permitted.  Customers, who enter into difficulties with payments, which results in a loss for us, shall not be entitled to reductions for overdue items.
(2) Sales discount, which has been given by us as a concession for purchases from current or future collections or for future sales, may be claimed back by us if the Buyer fall into arrears with its payment obligations to us.

9. Complaints
(1) Data, quality descriptions, specifications or other verbal or written information about suitability for use or quality shall be non-binding unless confirmed by us in writing.  Public statements,
promotions or advertisements by us or another manufacturer shall not represent binding information in terms of quality and/or in respect of purpose.
(2) Defects must be notified to us no later than 14 days after receipt of a delivery, otherwise they shall be considered approved. Defects that are not visible shall be notified to us as soon as they are discovered, no later than six months after receipt of the respective delivery. Differences in quantity must be notified immediately upon receipt of the respective delivery.
(3) One of the rolls with a manufacturer's stamp that is the subject of complaint shall be returned as justification for the respective complaint. If the goods have already been used, at least sections showing the respective defect should be returned as well as the roll inserts for all rolls that are the subject of complaint.
(4) Slight deviations from the original pattern within manufacturing technology limits cannot always be avoided and therefore do not adversely affect contractual quality in line with industry standard. This also applies to deviations where the cause is due to the raw material over which we have no control. In particular, it cannot be expected that goods delivered subsequently are suitable for use with goods left over from a previous delivery. Goods must therefore be checked and compared prior to use. Goods shall be used in accordance with known, industry-standard requirements. Such deviations shall not, therefore, constitute grounds for complaint. No guarantee shall be given that textile wallpapers and material-like wallpapers will have an entirely uniform effect.
If defects appear in part of a delivery, the whole delivery may not be rejected as faulty.
(5) The warranty period shall be 1 year from delivery of the goods. The Buyer shall not receive a warranty from us in the legal sense. In the event of inadequate instructions for use, we shall only be obliged to provide an instruction that is adequate and only if the inadequate instruction contradicts correct use of the rolls of wallpaper.
(6) The Seller shall firstly be entitled to subsequent performance. If subsequent performance is unsuccessful, the Buyer may at its discretion request compensation (reduction) or the rescission of the contract (termination). However, in the event of a minor lack of conformity with the contract in particular in the event of minor defects, the Buyer shall not be entitled to terminate the contract. In the event that there are in defects in the goods and we are responsible for these, we shall essentially only provide replacements through a subsequent delivery of defect-free goods, free of charge and against return of the rejected goods. We shall reimburse the Buyer for the costs of returning goods. If defect-free replacement delivery is not possible, the Buyer may request a reduction in the purchase price or withdraw from the contract. If identification of a defect in the goods is only possible once a roll has been used, without this being the responsibility of the Buyer or the user, we shall also pay the Buyer compensation for direct damage caused by a delivery that is not as per contract, with the exception of all subsequent damage, however up to a maximum of double the net value of the goods invoiced after deduction of all discount.
(7) If the Buyer justifiably withdraws from the contract after unsuccessful subsequent performance, it shall not be entitled to claim compensation on account of the respective defect. If the Buyer claims compensation following unsuccessful performance, the goods shall remain with the Buyer if the latter considers this reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective goods. This shall not apply if we have committed a fraudulent breach of our obligations.

10. Exclusion and limitation of liability
(1) Claims for compensation by the Buyer on account of a defect shall expire by limitation 1 year after delivery of the respective goods. This shall not apply in the event of alleged gross negligence or in cases of injury to body and health or the loss of the Buyer's life for which we are responsible.
(2) In the event of slightly negligent breaches of obligations, our liability shall be limited to foreseeable average damage typical to the contract and depending on the type of goods. This shall also apply in the event of slightly negligent breaches of obligations by statutory representatives, employees and other vicarious agents as well as sub-contractors. The above liability privileges shall not apply in the event of a culpable breach of a significant contractual obligation or to warranties within the meaning of Sections 444 and 639 of the German Civil Code.
(3) Liability, irrespective of the reason, shall be excluded in the event of defects, which are the result of external influences and influences beyond our control (for example, improper use, storage). The same shall apply in respect of defects that occur as result of normal wear and tear.
(4) We shall not be liable vis-à-vis companies in the event of slightly negligent breaches of non-essential contractual obligations. Claims for compensation pursuant to Sections 280 (2) and 286 of the German Civil Code shall be limited in terms of absolute maximum to 5% of the purchase price.
(5) The above limitations of liability shall not apply to claims by the Buyers based on product liability. Furthermore, the limitations of liability shall not apply in the event of non-attributable damages to body or health or in the event of the loss of life of the customer or its vicarious agents.

11. Impossibility of service (exemption from delivery)
(1) If we are prevented from fulfilling our delivery obligations as a result of unforeseeable circumstances or a force majeure event, which we were unable to avert in spite of reasonable care, depending on the respective circumstances, irrespective of whether such occur in our factory or at the premises of our preliminary suppliers, for example, as a result of interruptions to operations, delays in the delivery of essential raw materials and auxiliary materials, and if delivery is impossible as a consequence of this, we shall be released from our obligation to deliver.
(2) If delivery is not impossible, the respective delivery deadline shall be extended appropriately in the event of the circumstances indicated above. This shall also apply in the event of a strike or lock-out.
(3) We shall inform the Buyer in good time of any disruptions in accordance with 1 + 2 leading to us being released from our obligation to deliver or to an extension of the delivery deadline.
(4) If such disruptions last for a period exceeding two months, both parties shall be entitled to terminate the contract.

12. Place of performance and jurisdiction
(1) The place of performance for delivery and payment as well for jurisdiction for both parties shall be our registered office.
(2) If our rights are assigned to our authorised collection agent, the place of jurisdiction shall be where the agent's registered office is located.
(3) We or our authorised collection agent respectively may also take legal action in the place where the Buyer has its registered office.
(4) The laws of Germany shall apply.

13. Final provisions
In the event that one of the provisions shall be or shall become invalid, this shall not affect the validity of the other provisions.  We may replace the invalid provision with a valid one which most closely reflects the purpose of the invalid provision.