(§1) Validity of General Terms and Conditions
Our general terms and conditions are valid for the settlement of this transaction. Upon receipt and at the latest, at the placement of an order, regardless of which form it takes, the customer agrees to our terms of purchase, delivery and payment for the duration of the business relationship. All objections must be submitted immediately upon receipt of this notice. Objections may be raised verbally, or in writing; via post, facsimile or e-mail.

The unconditional delivery of goods, rendering of services or acceptance of payments will not imply an agreement to deviating stipulations or agreements. Such deviating stipulations or additional agreements must be submitted in writing before inclusion in the contract.

(§2) Contract
The contract will be considered valid subsequent to our written confirmation of the order. The submission of an invoice in accompaniment of the merchandise may be considered as confirmation. The invalidity of a particular stipulation will not affect the validity of other parts of the contract. The remaining stipulations of the contract remain binding.

(§3) Availability and Prices
Unless expressly rendered compulsory, our offers are not binding and involve no further obligation. Errors and prior sale will be excepted at any time. Prices include freight, insurance, VAT and duty tax apart from one of the following conditions being true: a) Carpet location and delivery address are NOT both in the USA or NOT both in the European Union. In this case delivery, insurance and possibly duty are not included in the prices. b) The customer is a commercial customer who was granted our reseller discount. In this case prices for our commercial customers are net prices plus VAT, possibly duty tax, freight, and freight insurance.

(§4) Proprietary Rights
We reserve the proprietary rights for the merchandise until receipt of all payments that result from the original supply contract. In the case of payment default, we reserve the right to repossess the merchandise. The repossession of the merchandise does not imply a cancellation of the contract unless this has been explicitly expressed in writing. The same will be valid for seizure of the merchandise. After repossession of the merchandise, we reserve the right to further utilize the item. Profits from the usage of the merchandise will be appropriated to the customer's debts - minus the accrued expenses for the utilization. For the duration of our proprietary title, the merchandise may only be altered, sold or lent to a third party with our prior written consent. The customer is obliged to immediately notify the company should the merchandise change location, is lost or destroyed.

For the duration of our preparatory title, the customer is obliged to immediately acknowledge our proprietary rights and to immediately inform us of the seizure of the merchandise.

(§5) Merchandise Alteration
The customer is not authorized to perform subsequent alterations or repairs upon the merchandise. If the customer performs any alterations or repairs upon the merchandise, the warranty becomes invalid.

(§6) Consignment Deliveries
The terms of purchase, delivery and payment are also binding for deliveries on consignment basis. Merchandises rendered to the customer for selection will be considered as unconditionally accepted unless the merchandise is returned within the period of time indicated in the annexed selection invoice. If no period of time has been stipulated, the merchandise must be returned within 30 days.

(§7) Terms of Payment
All invoices will be paid - unless otherwise agreed upon in writing - within 10 days with a discount of 2% or within 30 days without a cash deduction.

(§8) Compensation
In the case of payment default we reserve the right to withdraw from the contract or demand compensation. We reserve the right to demand the payment of additional interest for the failure of payment on the due date in the amount of 3% over the respective rates of the Deutsche Bundesbank for discounts and advances p.a.

(§9) Terms of Delivery
Dates and terms of delivery are subject to agreement in writing. Terms of delivery will start - unless otherwise agreed upon - at the conclusion of the contract. In the case of subsequent contract alterations, an agreement on the new term of delivery will be required. If the agreed date delivery is exceeded, then the customer is obliged to grant a three week grace period, or longer when appropriate to the particular circumstance.

(§10) Subsequent Events
The subsequent events - so far as they hinder the fulfilment of the contractual agreement - will be considered as reasonable cause for the prolongation of the delivery date: Circumstances due to force majeure having arisen after the conclusion of the contract or unknown to us at the closing of the contract, which were not due to our negligence, other unforeseeable and unavoidable events having arisen after the contract conclusion and subsequent strikes.

Knightfield Ltd.