General Terms of Trade
Effective from 01.03.2003

§1 Scope
1.1. We perform all our services only obtaining the general terms and conditions.
We don’t accept opposing or deflecting conditions of the customer, only if we explicitly and in written form agreed to do so.

1.2. Our general terms and conditions obtain also for future operations, even if they are not mentioned in particular cases.

§2 Conclusion of contract
2.1 Decisive for a purchase order is the confirmation of Alfatron in written form. Has the customer objections concerning the content of the confirmation, he needs to object immediately. Otherwise the contract will be effected under the measures of the confirmation.

§3 Content of contract
3.1. Technical changes. Obtains the contract merits and supplies which are subjects to constant technical enhancements, we are authorized to deliver always the newest and current type if the customer’s interest was not bounded definitely to the ordered type.
The customer is obliged to indicate if we can not change the type under any circumstances.

3.2 Warranty. The data about the products we distribute given in brochures, listings, catalogues, data sheets, leaflets, specifications, and other technical terms and conditions, in certificates (certificate of compliance) and other forms does not state a warranty for the condition and durability transcending the normal demerits.
If not explicitly stated we do not grant warranty. A according the contract presumed disposition is only considerable, if we stated an explicit agreement. In particular with application-specific requirements of the customer concerning the delivered goods or
with certain features of the goods a separate agreement needs to be stated. We do not overtake exercise risks without an explicit agreement, even if indeterminate obligations exists.

3.3. Quantity variance. For the creation of a suitable lot size we reserve the right of
charged overdelivery up to 10 % and not charged underdelivery up to 5 %, if this
is not totally unreasonable for the customer.

§4 Delivery, Order on call
4.1. Terms on delivery. Our indicated terms on delivery and dates are not mandatory, if
not bindingly declared. Our bindingly agreed delivery dates are no fixed dates, if not emphatically determinated so.

4.2. Part delivery is allowed.

4.3. Self-supply retention. We are allowed to cancel the contract if our supplier does not
deliver correctly and on time. This right of withdraw applies only for the case that
the non-delivery is not agreeable from our side, especially if we terminated a congruent hedging transaction. We will inform the customer about a unavailability of goods instantly. An effected valuable consideration will be refounded immediately.

4.4. Express agreements. Was an increased express freight-charge concerted, is the pecuniary claim effective even if the delivery of goods was delayed without any circumstances caused by Alfatron and the favored delivery date of the customer could not be adheared. Such circumstances are: Delay caused through force majeure, official measures, trade dispute, sabotage and shortage of raw

4.5. Delayed delivery. Should a delivery be delayed more than 8 weeks is the customer allowed to cancel the contract after a requested period of grace in written form together with a decline menace.

4.6. Order on call. Concerning order on calls the call has to be done within a period of 8 weeks before the desired delivery date by the customer, if not agreed differently.
If not otherwise agreed, the call of the customer needs to be effected a period of at least 12 month beginning from the day of receipt of the confirmation. The goods not have been called on at the end of the period can be shipped to the customer by Alfatron’ own discretion unrequested.

§5 Prices
5.1. Authoritative are the prices stated in the order confirmation. The prices are ex warehouse. They do not include packing, freight, insurance, customs and VAT.

5.2. Currency risk. In case that the period of the conclusion of the contract, particulary with order on calls, is apart more than a month from the delivery date and our purchase costs after conclusion of the contract and before the supply of goods are, due to
currency fluctation, increase by more than 10 %, Alfatron reserves the right to increase the price of this fluctation with a one-sided declaration. In this case
the customer is entitled to break the contract. (Right of withdrawal and cancellation)

§6 Transfer of perils, shipment
The risk of accidential demise and accidential degradation of the goods is with delivery, by shipments with the delivery to the carrier or to the depatching authorized person, subject of the customer. This also is effective if in a single case the carriage was paid by Alfatron.

§7 Charging, retention and the right to refuse performance
7.1. After issued delivery the customer does not reserve the right to retention and charging against according pecuniary claim of Alfatron, unless the counter claim is beyound controversy and legally ascertained.

7.2. If the financial circumstances of the customer pejorate considerably, for e.g. insolvency proceedings were opened or such a pejoration is aquainted after the conclusion of the contract, Alfatron does not have to deliver until the customer has settled the account or gave a appropriate deposit for the purchase price claim.

§8 Retention of title
8.1. Until the settlement of account of all according to the bases of business relations outstanding debits of Alfatron, all goods are the property of Alfatron (in the following retention-goods). With more outstanding accounts or
open bills the retention of title is considered as assurence for the balance demand, even if single deliveries have already been paid.

8.2. The customer has the right to sell the retention goods in a proper course of business. Pledge or safety assignment of goods effected by the customer before he has purchased the goods are not allowed. The receivables out of resale or other legal ground (Insurance, unlawful act) concerning the retention goods (including all claims out of the current account), the customer surrenders them Alfatron already now as a precaution in its entirety. Alfatron enables the customer revocable, to collect the claims given to Alfatron under their own name. This direct debit authorization expires if the customer does not effect the payments to Alfatron duly, has pecuniary difficulties, measures for the enforcement of payment have been taken or a judical incolvencing procedure was opened or rejected for lack of matter.

8.3. With access of a third party to the retention-goods the customer will mention that the goods are property of Alfatron and will notify Alfatron instantly. As well the customer will notify Alfatron immediately if damage of the goods occurs.

8.4. Editing and processing of the retention-goods affected by the customer is ever under our endorsement. In processing the retention-goods with other goods, not the property of Alfatron we will gain the co-ownership of the new goods in proportion to the invoice value of the other proceeded goods.

8.5. If the customer acts contrary to contract Alfatron has the right to claim the release of the retention goods or if applicable the release obverse a third party. Withdrawal is only after applicable appointment of date possible.

§9 Faulty goods
9.1. Principles. We guarantee that the goods we sell contain the features that the producer or technical data states in proofable, technical parameters in specificated in written form. For the suitability of the distributed products is solely the responsibility of the customer (System-responsibility). As far as we give application support, the responsibility is constricted only to the offered Products and their testable technical parameters specificated or specificable features (Component-responsibility). As far as nothing else was stipulated, we do not overtake warranty for the condition and the durability of the good. A according to the contract presumed usage can only be cosidered if expressly stipulated with the customer.

9.2. Contribution claim. Contribution claims of the customer to Alfatron can be stated only, if the customer has not stipulated any legal demerit claims with his buyer.

9.3. Product security. For the safety of our distributed products in a customer’s special application, the customer bears the alone responsibility.

9.4. Receiving inspection. The customer must proof the goods by receipt whether the shipment was complete and the packing was unscathed. Complaints need to be stated promptly and in written form. The recording of matter of facts needs to be provoked by the carrier.

9.5. Statistic receiving inspection. If our distributed goods were delivered in lots, so that they enable to a statistical receiving inspection after the common principles, so this inspection needs to be done at least. If nothing else was agreed on, the inspection criteria mentioned in the standard literature is valid. A lot accepted by this inspection is regarded free of demerits. If a lot had demerits, we replace the entire lot by receipt of the faulty one.

9.6. Statements of reliability. Statements of reliability of our distributed products are – if we did not state explicitly otherwise – statistically aquired average values, used fort he general orientation of the customer, but does not refer to single shipments or lots.

9.7. Assay and reprehension. The customer is obliged to inspect the goods instantly and state reprehensions promptly and in written form. Hidden demerits need to be reprehended in written form as soon as they are uncovered.

9.8. Aftercompletion. If we are informed of a demerit, we can fulfil aftercompletion in eliminate the demerit and deliver goods free of any demerits. If the aftercompletion is refused, was it aborted or not reasonable for the customer, the customer can cancel the contract or claim abatement of the purchase price.

9.9. Prescription. Demerit claims of the customer prescribe within a period of 12 month after shipment or service provision. This does not obtain, if the law of matters and constructions, of guile and by contribution instructs longer terms.

§10 corporate vail, indemnity
10.1 We are liable for intention and culpable negligence. For simple negligence we are only liable, if they violate the the contractual obligation fundamentally. Even then the indemnity is defined on the contract-characteristically predictable detriment. Furthermore we exclude simple negligences of the customer, no matter for which legal reason.

10.2. Protusive limitation of liability is not valid for claims undergrowing the law of product liability, harm of life and health or the body.

10.3. Claims of indemnity due to demerit of goods the limitation of liability is not additionally valid, if we concealed the demerit guileful or have overtaken a warranty. The prescription of indemnity claims due to due to demerits section 7.9 applies accordingly.

§11 Place of fulfilment, court of jurisdiction, applied law
11.1. Place of fulfilment for deliveries and payments is for both parties Hong Kong.
11.2. Court of jurisdiction is for all of the contract resulting as well as for litigation between traders for both parties Hong Kong. However, we are supposed to pull the lawsuit at the domicil of the customer.
11.3 Choice of justice. The contract undergoes Hong Kong law. UN-justice is not considered.

§12 Validity
If one single section of those general terms and conditions does not apply, the validity of all others remains unaffected.