GENERAL CONDITIONS OF SALE, SUPPLY AND PAYMENT of B.B.A. Pumps Inc.

Article 1: Definitions
In these General Conditions is understood under:

GENERAL CONDITIONS OF SALE, SUPPLY AND PAYMENT of B.B.A. Pumps Inc.

B.B.A. Pumps: B.B.A. Pumps Inc., whose registered office is situated in South Carolina, hereinafter referred to as B.B.A. Pumps;
Other party: Every natural or legal person that receives from B.B.A. Pumps an offer to supply, carrying out repair, maintenance and/or service, and/or the acceptance of installation operations of pumps and components and pump systems and/or to that end provides to B.B.A. Pumps an order and/or concludes with B.B.A. Pumps an agreement inrelation to the aforesaid, as well as every natural or legal person that supplies to B.B.A. Pumps goods and services.

Article 2: Applicability

These General Conditions are applicable to all offers of B.B.A.Pumps, all orders of the other party to B.B.A. Pumps and all agreements between B.B.A. Pumps and the other party, as well as all undertakingsof any kind whatsoever, building thereon and arising there from in particular in relation to carrying out repair, maintenance and/or service, and/or the acceptance of installation operations of pumps and pump systems and/or training / supervision support, the sale and supply of pumps and related matters, hereinafter referred to as "the product".
Deviations from these General Conditions are only in force if andinsofar as these have been agreed in writing between B.B.A. pumps andthe other party.
Applicability of General (Purchasing) conditions employed by the other party is expressly rejected here.

Article 3: Offer

All offers of B.B.A. Pumps are without commitment, unless otherwise stated, and are done on the basis of the day prices and specifications valid at that time and are based on performance of the agreement by B.B.A. Pumps under normal circumstances and during normal working hours.
All graphics and descriptions, drawings, catalogues, brochures, pricelists and other data provided with an offer are without commitment. They only show the construction and execution of the products and/or services and/or service to be supplied and are for details non-binding. B.B.A. Pumps reserves the right to make changes in these data.

Article 4: Completion of the agreement

An agreement comes about if B.B.A. Pumps accepts after receipt of an order or return of the offer of the other party, this in writing, or starts the execution of the order.
Oral promises by and agreements with subordinates of B.B.A. Pumps are only binding on B.B.A. Pumps after and insofar as they have been confirmed by B.B.A. Pumps in writing.
Changes of or addition to the agreement are binding on B.B.A. Pumps only after written confirmation by B.B.A. Pumps.
Supplemental work means all that which is supplied and/or provided extra by B.B.A. Pumps in consultation with the other party during the performance of the agreement above that expressly documented in the agreement or the order confirmation or provided extra by the other party above the activities expressly documented in the agreement or the order confirmation.

Article 5: Prices

Quotations are always without commitment and are only made on the basis of the currently valid day prices, valid levels of salaries, social insurances charges, travel and accommodation expenses and materials. In law no call can be made on the quotations made.
The prices specified by B.B.A. Pumps read exclusive of turnover tax, packing, insurance, consignment or delivery costs and other central government charges falling on the sale and supply. The prices employed by B.B.A. Pumps are based on supply ex factory on the day of realisation of the agreement save insofar as has been determined otherwise in these conditions. Possible applicable discounts are stated always separately on the invoice.
If after the date of realisation of the agreement three months have expired and one or more cost price factors undergo an increase, (without being limitative) for example an increase of duties or excise duties, wages, suppliers prices, transport prices, turnover tax private persons or change in the value of currency - even though this takes place in compliance with foreseeable circumstances - B.B.A. Pumps is entitled to increase the agreed price accordingly.
Errors in the pricing, which can be demonstrated on the basis of a valid price list, can be corrected and passed on by B.B.A. Pumps subsequently.
Cost estimates and schedules are separately billed, unless agreed otherwise. If B.B.A. Pumps must make or use at possible repeat orders new drawings, calculations, descriptions, models or tools and the like, costs are billed for this.
The packaging has not been included in the price and is billed separately, except for cardboard or other light packaging. Return of used packaging, if agreed, has not been included in the price and will be separately calculated.
Costs of loading and offloading and of the transport of raw materials, semi-manufactured goods, models, tools and other products provided by the other party have not been included in the price and are billed separately. Aforesaid costs paid by B.B.A. Pumps are considered as an advance at the expense of the other party, B.B.A. Pumps is therefore entitled to settle or bill these costs at a later stage.
If B.B.A. Pumps has agreed with the other party to install the product, the price has been calculated including installation and ready-for-commissioning delivery of the product at the place stated in the offer and including all costs, save for costs that have not been included in the price according to the preceding paragraphs. Costs incurred owing to unworkable weather conditions are passed on by B.B.A. Pumps to the other party.
For the account of the other party all, possible, unforeseeable costs, in particular costs that have arisen because installation cannot take place for any reason whatsoever in usual hours of the day and travel and accommodation expenses insofar as those costs had not been included in the price.

Article 6: Credit insurance

All offers and quotations are made under the condition that the institution with whom B.B.A. Pumps has closed her credit insurance, will provide cover for the transaction with the other party. If such a cover is not provided or the other party fails to observe the conditions as stated in the following paragraph, the agreement is void and therefore considered never to have been made.
If the credit insurance company provides no cover that is adequate in the opinion of B.B.A. Pumps, the other party is obliged to provide B.B.A. Pumps if required within a period to be set by B.B.A. Pumps a sound bank guarantee to the value of an amount desired by B.B.A. Pumps.

If the credit insurance company provides no cover that is adequate in the opinion of B.B.A. Pumps, and the other party does not provide within the period stated by B.B.A. Pumps if required a sound bank guarantee, B.B.A. Pumps can call upon the fulfilment of the condition stated in the first paragraph of this article, so that the agreement is considered not to have been made and is therefore void.

Article 7: Drawings, calculations, descriptions, models, tools and the like

In catalogues, graphics, drawings, measurement and weight statements and the like, and stated data are only binding if and insofar as these are expressly included in an agreement signed by parties or an order confirmation signed by B.B.A. Pumps.
The bid submitted by B.B.A. Pumps, as well as the drawings,calculations, software, descriptions, models, tools and the likeproduced or provided by B.B.A. Pumps remain the property of B.B.A.Pumps, including the rights resting on that of intellectual property,regardless of whether costs have been charged for that.

The information, that is contained therein or underpins the manufacturing and construction methods, products and the like, remains reserved exclusively to B.B.A. Pumps, even though costs have been charged for it. The other party warrants that the intended information, save for the performance of the agreement, shall not other than with the written permission of B.B.A. Pumps, be copied, disclosed to third parties, made known or used by third parties.

Article 8: Data provision
B.B.A. Pumps is entitled not to carry out, not to carry out further, or not (any more) on the same conditions an order or agreement if it is found that data provided by the other party which is important for the execution of the order or agreement are incorrect and/or incomplete. B.B.A. Pumps can make claim in that case on compensation efforts made and costs incurred up to that moment and is not obliged to make payment of any amount to the other party.

Article 9: Supply and transport

Unless a final date has been expressly agreed, the delivery time is considered to have been agreed approximately. The delivery time starts on the last day of one of the following times:
the day of realisation of the agreement;
the day of reception by B.B.A. Pumps of the documents, data, permits and the like necessary for the execution of the order;
the day of the fulfilment of the necessary formalities for beginning the activities;
the day of reception by B.B.A. Pumps of that which according to the agreement should be paid in advance before beginning the activities.

If a date or week of supply has been agreed, the delivery time is formed by the period between the date of realisation of the agreement and the date of supply or week. B.B.A. Pumps is not liable for and will not be found in default by overrun of the delivery time before B.B.A. Pumps has been served formal written notice of default and B.B.A. Pumps has been granted a reasonable period to fulfil.

The delivery time is based on the valid working conditions at the time of the conclusion of the agreement and on timely supply of the materials ordered from third parties for the performance of the agreement by B.B.A. Pumps. If outside the control of B.B.A. Pumps a delay occurs as a result from change of intended working conditions or because materials ordered in a timely manner for the execution of the work are not supplied in a timely manner, the delivery time is extended insofar as necessary.
The product has been supplied when the product is, if inspection by B.B.A. Pumps has been agreed, is ready for inspection and in the other cases when the product is ready for shipment. This after the other party has been notified thereof in writing.
Without prejudice to the provisions contained elsewhere in these conditions in relation to extension of the delivery time, the delivery time is extended with the duration from the delay that is formed on the side of B.B.A. Pumps as a result of the non compliance by the other party with any obligation arising from the agreement or co-operation to be required of other party in relation to the performance of the agreement.
Save for gross negligence on the side of B.B.A. Pumps overrun of the delivery time gives the other party no right to whole or partial cancellation of the agreement. Overrun of the delivery time - for any reason whatsoever - gives the other party no right to execution or arrangement of execution of activities for the performance of the agreement without judicial authorisation.
A stated contractual penalty for the overrun of the delivery time must be considered to come in the place of a possible right of the other party to damages. Such a penalty has not been owed if the overrun of the delivery time is the result of force majeure.
In case B.B.A. Pumps should ensure shipment and/or transport of the products, B.B.A. Pumps is entitled to choose the cheapest method of transport. The costs of that shipment or that transport are to be met the other party.
In all cases B.B.A. Pumps is free in the choice of the transport medium and transport company. The risk of the products passes to the other party if these have left the plant of B.B.A. Pumps.B.B.A. Pumps is not therefore liable for this transport. The other party is bound by the conditions and provisions of the forwarders and insurers concerned in the shipment and obliged to insure the transport or shipment of the product (in a sound way).
Part deliveries are permitted and may not be refused by the other party. The connected extra freight costs are for the account of B.B.A. Pumps, unless the part deliveries are made at the request of the other party.
If it has been agreed that supply will take place "on call" of the other party, the other party is obliged in the agreed period or in default thereof within 10 working days after a pertinent written request of B.B.A. Pumps to call off the supply of the purchased products and take these in reception.
The packaging of the products to be supplied by B.B.A. Pumps takes place according to requirements of sound workmanship and normal commercial use.
Returns are not accepted by B.B.A. Pumps, unless B.B.A. Pumps has agreed with that expressly and in writing. Returns should take place delivered duty paid. In case of a return consignment of pumps that have been used for pumping corrosive or other dangerous substances, the sort of substance should be clearly indicated with a specification and a warning.
Complaints on the matter of external defects that are perceptible at completion of the performance of the activities and on the matter of the performed activities themselves, should be made as quickly as possible after the discovery thereof but not later than within 8 working days after completion of the performance of the activities in written form and with a proper statement of reasons. In the event of infringement of the aforesaid period each claim expires towards B.B.A. Pumps on the matter of those defects. Complaints on the matter of not externally perceptible defects should be made as quickly as possible after the discovery thereof but not later than within 8 working days after that discovery and within the guarantee period in written form and with a proper statement of reasons. In the event of infringement of the aforesaid period each claim expires against B.B.A. Pumps on the matter of those defects. No complaints are accepted in relation to products that have been wholly or partially processed, applied and/or used. The other party should at all times give B.B.A. Pumps the opportunity to repair any defects.

Article 10: Assembly/installation

The other party is responsible towards B.B.A. Pumps for the correct and timely execution of all devices, provisions, conditions and/or data and/or drawings provided by other party, which are necessary for the set-up of the product to be installed and/or the proper operation of the product in installed state, except if and insofar as that execution is carried out by or on the directions of B.B.A. Pumps according to data provided and/or drawings produced by or on the directions of B.B.A. Pumps.
Without prejudice to the provisions of paragraph 1 the other party ensures in every case for its own account and risk that:
the personnel of B.B.A. Pumps, as soon as they have arrived at the installation site, can begin and keep carrying out its activities during the normal working hours and furthermore, if B.B.A. Pumps considers this necessary, outside the normal working hours, so long as B.B.A. Pumps has notified this in a timely manner to the other party or the situation is one of a force majeure situation so that such is necessary;
suitable housing and/or all required provisions for the personnel of B.B.A. Pumps pursuant to central government regulations, the agreement and use are present;
the access roads to the set up place are suitable for the requiredtransport;
the indicated set up place is suitable for storage and installation;
the necessary lockable storage facilities for material, tooling andother products are present;
the necessary and usual auxiliary employees, auxiliary tools, auxiliary and business materials (fuels, oils and fats, cleaning and other small material, gas, water, electricity, steam, compressed air, heating, lighting etc. including), and the normal measuring and testing equipment for the business of the other party are available in a timely manner and free of charge in the correct place to B.B.A. Pumps, unless agreed otherwise in writing;
all necessary safety and precautionary measures have been taken and are enforced, as well as that all measures have been taken and are enforced to comply in the scope of the assembly/installation to the applicable government regulations;
at the start of and during the installation the sent products are present in the correct place.
Damage and costs, which came about because the stated conditions in this article have not been fulfilled or not been fulfilled in a timely manner, are for the account and risk of the other party.
In relation to the assembly installation time article 9 is correspondingly applicable.

Article 11: Inspection and take-over testing

The other party will inspect the product and the activities within not later than 8 days after the supply as referred to in article 9 or - if assembly/installation has been agreed - within not later than 8 days after the assembly/installation. If this period has expired without written and specified notification of well-founded complaints, the product is considered to have been received and accepted in a good condition.
If a take-over testing has been agreed the other party will after the reception or if assembly/installation has been agreed, after the assembly/installation give B.B.A. Pumps the opportunity to carry out the necessary tests, as well as make those improvements and changes, that B.B.A. Pumps considers necessary. The take-over testing will be held immediately after the request of B.B.A. Pumps in the presence of the other party. If the take-over testing has been carried out without a specified and well-founded complaint, as well as if the other party fails to meet the above-mentioned obligations, the product is considered to comply with the stated standards and be accepted.
The other party makes everything/will be available for the take-over testing and for any tests the required facilities, including that as referred to in article 10 paragraph 2 sub f, as well as representative samples of materials to be machined or processed adequately, in a timely manner and free of charge in the correct place to B.B.A. Pumps, so that the conditions of use anticipated by the parties for the product can be simulated as much as possible. If the other party does not comply with this, paragraph 2 last sentence is applicable.
In case of defaults that do not or scarcely influence the anticipated use of the product, the product will regardless of these defaults, since the defaults do not impede normal use, will be considered to be accepted. B.B.A. Pumps will rectify such defaults as quickly as possible.
Without prejudice to the obligation of B.B.A. Pumps to fulfilment of its guarantee obligations the acceptance according to the preceding paragraphs will exclude each claim of the other party concerning a default in the performance of B.B.A. Pumps.

Article 12: Risk and transfer of ownership

Immediately after the product is supplied in the meaning of article 9 the other party carries the risk for all direct and indirect damage, that might arise to or by this product, save insofar as to the damage can be attributed to gross negligence of B.B.A. Pumps. If the other party remains after notice of default, in default with the acceptance of the product B.B.A. Pumps will be entitled to bill the costs of storage of the product to the other party.
The ownership of products supplied passes to the other party only, after the other party has completely complied with all obligations towards B.B.A. Pumps, under any heading whatsoever.
For the case where a third party might have obtained in good faith the ownership of still unpaid products, but this has still not or not completely paid the owed purchase amount, the other party assigns already in advance his claim on this third party to B.B.A. Pumps.
If and insofar as no complete payment has been obtained by B.B.A. Pumps, the ownership remains of the provided goods rests with at B.B.A. Pumps. Also B.B.A. Pumps is entitled to recover without taking legal action - and B.B.A. Pumps is authorised insofar as necessary already now in that case irrevocably by the other party - B.B.A. Pumps products at the expense of the other party.
In case of non-payment of a claimable amount, suspension of payment, request of suspension of payment, bankruptcy or liquidation of products of the other party or attachment to the products by a third party, B.B.A. Pumps the right to withdraw without notice of default and without judicial intervention the supplied goods, and take back not yet wholly paid goods into the ownership of B.B.A. Pumps.
If one of the circumstances occur as described in the fourth paragraph of this article, the other party is obliged to give B.B.A. Pumps immediate written notice thereof and also to inform the bankruptcy trustee, foreclosing bailiff, administrator and the stated third party immediately orally and in writing concerning the reservation of ownership of B.B.A. Pumps.

Article 13: Payment, default and cancellation

Unless expressly agreed otherwise in writing, payment should take place within 30 days after invoice date, without a call on adjustment or discount into a bank account specified by B.B.A. Pumps. The date of payment is the date of crediting of the intended bank account.
If part supply has been agreed, B.B.A. Pumps is entitled to invoice each (part) supply separately.
If the invoice amount has not been paid or not completely paid at the end of the payment period as stated in the first paragraph of this article, the other party is in default by the mere expiry of that period by operation of law.
If the other party is negligent on the grounds of the provisions of the previous paragraphs and the other party is found not to fulfil obligations and is thereby in default, B.B.A. Pumps is entitled to dissolve the agreement, without prejudice to B.B.A. Pumps right to damages.
B.B.A. Pumps is entitled to take in urgent cases for the account of the other party such measures as B.B.A. Pumps reasonably considers necessary for the performance of the agreement .B.B.A. Pumps ensures that the costs that arise from the application of the intended measures remain within reasonable limits.
Without prejudice to the provisions of the law the other party is considered to be in default:
other party is insolvent;
other party has been declared bankrupt;
other party requests suspension of payment
other party makes a claim on the legal debt clean-up regulations for natural persons
at the expense of other party a third imposes a lawful attachment order, unless this is lifted within a month, whether or not against a security;
the other party cases trading.
In a case as referred to in the preceding paragraph B.B.A. Pumps has the right in the cases sub a, b, c, d and f without notice of default or judicial intervention to dissolve the agreement immediately in writing and in the case sub d after judicial intervention and then only if the attachment justifies the cancellation.
From the day that the other party is in default, other party is obliged to the pay the delay interest of 1% per month, including a part of the month, over the claimable invoice amount up to the day of the complete payment.
If B.B.A. Pumps passes to collection of the invoice amount, the extrajudicial costs, which are established at 15% of the invoiced amount, with a minimum of EURO 250,00, are for the account of the other party. The costs of a bankruptcy petition, judicial and enforcement costs come likewise for the account of the other party.
Payments made by the other party are deducted first from the owed interest and debt collection costs and only afterwards from the owed capital sum.
If the other party cannot agree with the invoice sent by B.B.A. Pumps or otherwise has an observation on that, the other party should notify within 8 days after invoice date in writing and with a statement of reasons its complaints or comments or observations to B.B.A. Pumps. Failing which the other party is considered to have accepted the invoice.

Article 14: Standing security

Without prejudice to B.B.A. Pumps right of retention, B.B.A. Pumps is entitled to require contrary to the provisions contained in the previous article whole or partial advance payment or security, if B.B.A. Pumps reasonably considers such necessary. This security or advance payment can be required by B.B.A. Pumps at all times, both before and during the acceptance or execution of the order.
If this security or advance payment is not obtained to the satisfaction of B.B.A. Pumps, then B.B.A. Pumps is entitled to dissolve the agreement, if and insofar as this might have not yet been carried out, by means of an extrajudicial declaration, without prejudice to the right to payment of the already supplied or the already performed activities and without prejudice to the right to damages, so that B.B.A. Pumps is indemnified.
Objects that have been physically transferred by the other party to B.B.A. Pumps, are considered to be taken by B.B.A. Pumps as security for payment.

Article 15: Guarantee

Without prejudice to the hereafter stated limitations in B.B.A. Pumps warrants the good quality of the product supplied by B.B.A. Pumps and the services provided by B.B.A. Pumps, for the proper execution of the accepted work in relation to the construction and the material insofar as B.B.A. Pumps was free in the choice thereof, and that the product possesses the contractually promised properties and quality. B.B.A. Pumps provides therefore a guarantee period of 6 (six) months for the service provided

by B.B.A. Pumps and a guarantee period of 12 (twelve) months or 2,000 hours (whichever may come first) on the products supplied by B.B.A. Pumps after supply. The aforesaid guarantee applies exclusively for products and services supplied by B.B.A. Pumps. For products of suppliers, such as motor safety switches, the terms of guarantee apply of those relevant suppliers. The technical characteristics of the supplied products specified by B.B.A. Pumps have been established by accurate measurements.

Minor deviations there from give no right to repair or replacement. If the order consisted of machining material supplied by the other party, B.B.A. Pumps warrants for a period of 12 (twelve) months the good quality of the operation.

Defects falling under the guarantee referred to in the first paragraph will be rectified by B.B.A. Pumps by repair or replacement of the faulty component, in the business of B.B.A. Pumps or by forwarding of a component for replacement, always at the choice of B.B.A. Pumps. All costs, that exceed the sole obligation as defined in the previous sentence, such as (but not restricted to) transport costs, travel and accommodation expenses as well as costs of disassembly and installation, are for the account of the other party.
The guarantee does not cover defects, that occur wholly or partially as the consequence of:
the non-observance of operating and maintenance instructions or technical specifications or other than the anticipated normal use or improper application;
normal wear (of amongst other things seals and other wear-sensitive (components) parts);
assembly/installation, repair or change by third parties, including the other party;
the application of any government regulation relating to the nature or quality of the applied materials ;
materials or products used in consultation with the other party;
materials or products, that are provided by the other party to B.B.A. Pumps for machining;
materials, products, methods and structures, insofar as applied on the express instruction of the other party, as well as of materials and products delivered by or on behalf of the other party;
components obtained by B.B.A. Pumps from third parties, insofar as the third party has provided no guarantee to B.B.A. Pumps.
If the other party does not, not properly or not in a timely manner comply with any obligation, that arises for other party from the agreement concluded with B.B.A. Pumps or from a related agreement, B.B.A. Pumps is obliged in relation to any of these agreements to uphold any guarantee - howsoever named -.
If the other party passes without prior written approval from B.B.A. Pumps to disassembly, repair or other activities on the matter of the product or arranges for this, each claim pursuant to the guarantee shall expire.
Complaints on the matter of not directly perceptible defects should take place as quickly as possible after the discovery thereof but not later than within 10 working days after discovery in written form and with a sound statement of reasons, in the event of overrun of which period each claim against B.B.A. Pumps on the matter of those defects expires. No complaints are accepted in relation to products that have been wholly or partially processed.
To comply with B.B.A. Pumps guarantee obligation B.B.A. Pumps has the choice between the free of charge repair of the defect on the product or replacement of the supplied goods.
If B.B.A. Pumps to comply with its guarantee obligation supplies new products or components thereof, on those products or components thereof all terms of guarantee will be applicable as stated in this article.
If B.B.A. Pumps to comply with B.B.A. Pumps guarantee obligations replaces components/products, the replaced components/products become the property of B.B.A. Pumps. The shipment costs of replaced products or components thereof are to be met by the other party.
At repair or replacement the guarantee period is not checked or extended for the whole product, exclusively for the new component.
The alleged non-fulfilment by B.B.A. Pumps of B.B.A. Pumps guarantee obligations does not relieve the other party of the obligations, that arise for other party from any agreement concluded with B.B.A. Pumps.
The other party will put B.B.A. Pumps if required immediately in the possession of the product with regard to which the other party has claimed, failing which the complaint will be declared unfounded and every guarantee obligation expires.

Article 16: Force majeure

Force majeure is understood to be in these general conditions of supply each circumstance independent of the will of B.B.A Pumps that permanently or temporarily impedes the fulfilment of the agreement, as well as, insofar as under it have not been already included, but not limited to war, war danger, civil war, insurrection, strike, lock-out, the default of suppliers, the default of transport operators engaged in the performance of the agreement, traffic obstacles, and emergencies, such as water damage, fire and theft at B.B.A. Pumps, and/or other serious faults in the business of B.B.A. Pumps or its suppliers.
In case of force majeure B.B.A. Pumps is not obliged to pay damages.
If a situation of force majeure continues longer than six months the parties can dissolve the agreement.

Article 17: Liability

B.B.A. Pumps accepts no further liability than obligations for B.B.A. Pumps arising from article 15 towards the other party. Every liability, including consequential or business damage, is limited to and is expressly excluded above an amount of twice the invoice value of the supplied products or the provided services.
The other party indemnifies B.B.A. Pumps against third-party claims - and all costs arising there from for B.B.A. Pumps - on the matter of damage, for which B.B.A. Pumps has excluded its liability.

Article 18: Suspension and cancellation

In case of hindrance in the performance of the agreement as a result of force majeure B.B.A. Pumps is entitled to suspend without judicial intervention either the performance of the agreement for at most 6 months, to dissolve the agreement wholly or partly, without a situation where B.B.A. Pumps will be held liable for any damages. During the suspension B.B.A. Pumps is competent and at the end thereof B.B.A. Pumps is obliged to choose execution or for whole or partial cancellation of the agreement.
Both in case of suspension and of cancellation B.B.A. Pumps is entitled pursuant to paragraph 1 immediately to require payment of the reserved, machined and manufactured raw materials, materials, components, other products and (scheduled) hours such to the value that reasonably must be assigned to them.
In the event of dissolution pursuant to paragraph 1 the other party is obliged after payment of the amount owed pursuant to the previous sentence to take over the products included in that, failing which B.B.A. Pumps is competent to have these products stored for the account and risk of the other party or to sell them for its own account.
If the other party, does not, does not properly or not in a timely manner fulfil any obligation that arises for other party from the agreement(s) concluded with B.B.A. Pumps or from a related agreement; or if there exists good grounds for the fear that the other party is or will be unable to comply with its contractual obligations towards B.B.A. Pumps; or where there is a case of bankruptcy, suspension of payment, cessation of trading, liquidation or partial transfer - whether or not as security - of the business of the other party (including the transfer of an important part of the claim of other party). In the aforesaid cases B.B.A. Pumps is entitled without notice of default and without judicial intervention to suspend the introduction of each of the agreements for at most 6 months, such without a situation where B.B.A. Pumps will be held liable for any damages or guarantee and without prejudice to the B.B.A. Pumps further future rights. During the suspension B.B.A. Pumps is competent, and at the end thereof B.B.A. Pumps is obliged to choose, execution or whole or partial cancellation of the suspended agreement(s).
In case of suspension pursuant to paragraph 4 the agreed price immediately becomes payable, subject to deduction of the already paid instalments and of the costs saved as a result of the suspension by

B.B.A. Pumps, and B.B.A. Pumps is competent to arrange the storage for the performance of the agreement by B.B.A. Pumps of reserved, machined and fabricated raw materials, materials, components and other products for the account and risk of the other party.

In the event of dissolution pursuant to paragraph 4 the agreed price - so no prior suspension has taken place - becomes immediately payable, subject to deduction of the already paid instalments and of the costs saved as a result of the cancellation by B.B.A. Pumps, and the other party is obliged to pay the amount defined for this and to take on the products included therein, failing which B.B.A. Pumps is competent to arrange for the storage of these products for the account and risk of the other party or sell them for his own account.

Article 19: Disputes

Subject to the applicability of paragraph 2 of this article and without prejudice to the possibility for the requesting of a temporary arrangement in summary proceedings at The Court in summary proceedings of the court with absolute and relative jurisdiction all disputes that might arise in connection with an agreement, to which the present General Conditions are wholly or partly applicable or in connection with further agreements are exclusively settled by The Court in South Carolina, this insofar as the contrary has not been provided according to mandatory legal provisions.
Insofar as the disputes defined in the previous paragraph belong according to the United States civil process law to the absolute jurisdiction of the district judge, exclusively the competent district judge will be able to settle the dispute.
B.B.A. Pumps remains entitled however to make a claim pending with The Court that according to the legal rules would have absolute and relative jurisdiction.

Article 20: Applicable law
1. All agreements to which these conditions are wholly or partially applicable, are subject to United States law. The applicability of the Vienna Treaty is excluded.