1. General

Scherer-Jardin Plants Interiors' (“SJPI”) deliveries are based exclusively on the following Terms and Conditions. They are herewith agreed for all subsequent business relations and shall take priority over any other terms and conditions imposed by the customer.

2. Quotations and Drafts

Quotations and prices shall remain without obligation until an order is confirmed by SJPI. All declarations and subsidiary agreements, including those made by SJPI field staff, shall only be valid if confirmed by SJPI in writing.

SJPI reserves the copyrights to all quotations, drawings and drafts compiled by it. These documents must not be duplicated or made available to third parties without SJPI's consent and shall immediately be returned to SJPI if the order is not placed.

3. Prices

The quoted prices shall only apply for complete orders for the quoted article as a whole and continuous assembly. Any work not explicitly included in the quotation but required for execution of the order or undertaken at the customer's request shall be invoiced separately by SJPI. SJPI shall be entitled to demand renegotiation of the prices in line with increases in labour and/or material costs incurred after submission of the quotation for work performed more than four months after conclusion of the contract.

If the commencement, continuation or completion of work is delayed for reasons beyond SJPI control, SJPI shall be entitled to suspend work immediately and invoice the performances already rendered, insofar as agreement is not reached within two months of SJPI's request for negotiations.

4. Payment

Payments shall be effected in cash, without any deductions, at SJPI payment office, in U.S. currency. SJPI's invoices shall be due immediately and payable within 30 days of the invoice date. Bills and cheques are merely accepted in lieu of payment. Discounting charges shall be borne by the customer warranting discountability. The customer may only set off or withhold payments against sums which have been acknowledged by SJPI or unappealably imposed by the courts.

5. Delivery and Assembly

The delivery period shall be determined in accordance with the contractual agreements in each instance. If documentation to be submitted by the customer is not received by SJPI in good time, the delivery period shall commence on the date on which the complete documentation is available. Part deliveries shall be permissible.

6. Reservation of Title

SJPI shall retain ownership of the delivered items until all its claims have been satisfied. The customer may only resell the delivered items if such resale is part of his normal business. In such cases, the customer shall assign to SJPI the claims arising from resale and equal to the invoice sums outstanding. Furthermore, the customer undertakes only to sell the delivered items to his purchaser after duly agreeing to a corresponding reservation of title. The customer shall immediately inform SJPI by registered mail if the goods are seized in levy of execution or attached.

Assertion of the reservation of title by SJPI shall not constitute rescission of the contract.

7. Acceptance and Transfer of Risk

SJPI shall bear the risk of accidental loss or deterioration until the work is finally accepted in the case of contracts including assembly work, and until the goods are transferred to the customer in the case of straightforward delivery contracts. If the customer defaults on acceptance or receipt of the goods, the risk shall pass to the customer as from the moment of default. The same shall also apply if assembly is interrupted for reasons for which the customer is responsible or if SJPI has already transferred the completed work to the customer's care by mutual agreement.

8. Warranty and Liability

The warranty period shall equal six months. If the delivered goods or work are defective or lack the warrantied properties, the contractor shall be obliged to provide replacements or correct the defects, at his discretion and to the exclusion of all other warranty claims by the customer.

In the case of obvious defects, the customer may only assert claims if written notice of complaint has been served by thecustomer within 14 days of identifying such defects. The customer shall be entitled to claim his statutory warranty rights if SJPI's attempts to correct the defects prove in vain.

The warranty period is neither extended nor resumed as a result of repairs or replacements.

The customer's claims in respect of tort are limited to willful intent and gross negligence by SJPI and its vicarious agents.

SJPI cannot accept any liability for damages suffered by goods supplied by SJPI as a result of exposure to corrosive media if the customer failed to inform SJPI of this fact in writing when placing the order. The same shall apply for special requirements as regards resistance to water and fire.

The customer shall be responsible for verifying the stations and load-bearing capacity of the assembly floors.

SJPI shall assume (without further verification) that the outline drawings (blueprints) submitted by the customer are correct.

If it is found during the assembly work that these drawings were not correct, the additional costs incurred in consequence shall be borne by the customer.

SJPI shall not accept any liability for defects due to the nature of the material, such as colour differences, spoilage due to age, etc. if natural products are used in the manufacturing process.

Minor colour differences shall be permissible in relation to that ordered.

9. Company Logo

SJPI shall be entitled to affix its company logo to all its products.

10. Jurisdiction

Place of jurisdiction shall be the domicile of SJPI's manufacturing branch, insofar as the customer is a full trader. The same shall also apply if the customer does not have a general domicile within the country, transfers his domicile or residence to another country after conclusion of the contract or if his domicile or residence is not known when legal action is taken. Place of performance shall be the domicile of SJPI's manufacturing branch.

11. Saving Clause

If any of the rulings in the present General Terms and Conditions of Sale, Delivery and Payment prove or become invalid, this shall not affect the validity of the remainder. It is agreed that the invalid ruling shall be replaced by another fulfilling the purpose of the original ruling to the greatest possible extent and in the parties' interest. Amendments to the above Terms and Conditions shall only be valid if agreed in writing. This shall also apply for any agreement waiving this requirement for written form .