I. Conclusion of Contract

1. Any agreement we enter into and any offer we make - inclusive of any future agreement and offer - shall be governed by our following terms of trade, exclusively. No other terms shall become part of any agreement, even if we do not expressly object to such terms.

2. Contracts are only formed by our acceptance of order either in writing or by electronic transmission; until such acceptance occurs, our offers shall not be binding. The volume of delivery or service is determined by such acceptance of order only.

3. We reserve any right of property, copyright, and any other industrial property right to any cost estimate, drawing and any other document as well as any rights resulting from know-how. Such rights shall be kept secret from any third party and may only be utilised for the fulfilment of the respective order.

II. Prices

1. Our prices are ex works. Sales tax will be added at the rate applicable on the day of invoicing. Any price applies only to the respective order and is not binding for any reorder. Payment shall be made in Euro. Any foreign bank charges are to Customer’s debit and will be additionally charged to Customer.

2. Any expenses for packing, shipment, and insurance will be charged extra. Any fees and costs for obtaining and certifying certificates of origin, consular invoices, permits and suchlike shall always be paid by Customer and will be additionally charged to Customer.

3. We shall be bound by the prices agreed upon for an order for four months from the day on which the agreement has been entered into. Upon a raise of the costs of materials or labour in cases of longer terms for performing delivery or service, we have the right to mark up the price proportionately, based on our original pricing, as compensation for such raise of costs.

III. Delivery and Service

1. Any time-limit for delivery and service, and any time of delivery or service is only binding upon its being confirmed as such by us in writing. Otherwise, it shall be deemed to be approximate and subject to change. Any time of delivery or service is met if we give notice of our readiness to dispatch within the time-limit agreed upon or contrive a time for performing the service.

2. If delivery or service is delayed by circumstances which are inevitable for us and were not foreseeable when the contract was concluded (e.g., stoppage, acts of authorities, shortage of raw materials, energy supply problems, labour disputes), and which we were unable to prevent despite of exercising the care that was reasonable under the circumstances of the particular case, then the time-limit for delivery or service shall be prolonged adequately, however not in excess of two months. If the parties have agreed that a letter of credit shall be opened the term of such letter of credit shall be prolonged to the extent of the prolongation of the time-limit for delivery or service. If delivery or service becomes impossible without our fault due to the above mentioned circumstances, we shall be released from our obligation to deliver or provide service.

3. Even if the time of performance has been determined by the calendar, we will only come in default if we have been fixed a reasonable additional period of time. If we are in default due to our fault, Customer may claim a penalty of 1/2 percent of the value of the particular part of the entire delivery which cannot be used due to the delay for each full week of the delay of delivery, the ceiling of the penalty total, however, being 5 per cent of that value. The right to claim other damages remains unaffected. Our liability for damages caused by delay or non-performance is, however, limited to the double of the order value unless we or our vicarious agents have acted intentionally or grossly negligently. Any penalty payable shall be set off against Customer’s claim for damages.

4. If Customer falls behind with any payment or if his financial circumstances change for the worse to a not only insignificant degree we have the right to deny any continuation of our performance and to claim cash in advance. As an example, such a change for the worse will be deemed to have occurred if drafts or checks are protested or if a limit set by a loan insurer has been exceeded or would be exceeded by the intended delivery.

5. Insignificant changes to the merchandise as to its construction, appearance and design, as well as changes to the values to be stated in its description, as well as insignificant changes of our performance shall be accepted by Customer if such changes are reasonable or if they only come up to tolerances of quantity, quality or make which are customary in trade.

6. Objects delivered and services tendered shall be accepted even if showing insignificant defects. Reasonable part delivery and part services as well as deviations from the quantities ordered which are customary in trade or reasonable are permitted.

7. Delivery is made ex works. The risk of accidental loss or accidental deterioration passes to Customer upon delivery to the carrier, at the latest upon leaving the works. If dispatch is delayed by circumstances that we are not responsible for, the risk will pass upon our giving notice of our readiness to dispatch.

8. In cases of call orders (contracts) we may, after the expiration of twelve months from the date of confirmation of such orders, fix an additional period of time of 14 days for acceptance and receipt and then invoice the goods or service not accepted and received, and charge a reasonable storage rent or reasonable fee for maintaining readiness to perform unless agreement has been made otherwise. The same applies – without the fixing of an additional period of time – if the goods or service ordered on call have not been accepted and received by the 31st day of December of the year in which the order has been made.

9. If letters of credit must be opened by Customer the provisions as to time shall only apply if we receive properly opened letters of credit shortly after sending off the acceptance of the order. If the time-limits agreed upon for opening letters of credit are not met by Customer, we have the right to rescind the contract without fixing an additional period of time.

IV. Payment

1. Unless provided otherwise, payment of the sales price of deliveries or other services is due within 10 days from the date of invoice less 2 % discount or within 30 days from the date of invoice without any discount. No discount is given for eventual payments by draft.

2. If Customer falls behind with one invoice, all debts become due for payment immediately, unless Customer proves that such default occurred without Customer’s fault.

3. Drafts and checks are accepted in payment. Any expenses and charges shall be paid by Customer.

4. Against our claims, Customer may only set off counterclaims which are uncontested or declared existing thus that the decision declaring such counterclaim existing cannot be appealed. Customer has a right of withholding payment only with respect to claims arising from the same contractual relationship which are uncontested or declared existing thus that the decision declaring such counterclaim existing cannot be appealed. In the latter case, if only part of the delivery or the service is defective, Customer may withhold payment only to the extent equivalent to the value of the defective delivery or service.

V. Reservation of Property

1. We reserve the property to all goods delivered by us until all of Customer’s debts from the business relationship, inclusive of debts arising in the future, have been paid. If a debt is entered into an open account such reservation of property shall include the total balance of this account. Recovery of the goods does not result in rescission of the agreement. We have the right, however, to recover the goods if Customer defaults payment. The goods will be credited to Customer’s account in the amount of the actual proceeds after deduction of the costs of sale and recovery of the goods has been made. Customer shall insure our property against fire, water, and theft. Any claim against the insurance company is assigned to us now, already.

2. Customer may process the goods in the ordinary course of business or sell the goods upon prior stipulation of an extended and expanded reservation of property. Customer shall not dispose of the goods otherwise. Customer’s right of processing and selling is forfeited if Customer does not meet its payment obligations owed to us, or if Customer grossly breaches the contracts entered into, or if Customer’s assets are dwindling. Customer’s assets are deemed to be dwindling in case of stoppage of payment, overindebtedness, filing for bankruptcy proceedings and any other substantial change in Customer’s financial circumstances which may put our securities at risk.

3. Any processing of reserved goods is carried out on our behalf (BGB = Civil Code section 950). In case of joint processing for several suppliers we hold joint property as provided under BGB sections 947 et seq. If Customer incorporates or confuses our things into or with a thing which is Customer’s property in a manner that Customer’s thing is considered to be the main thing, Customer is transferring upon us now, already, a share of the property to the main thing proportionate to the value of our thing compared to the value of the main thing. Our share of property remains in Customer’s possession, and Customer will keep custody of the thing on our behalf.

4. Of the claims and collateral rights arising from the sale, Customer assigns to us now, already, a first-rate partial amount equivalent to our property share. Customer shall not make a covenant against assignment. In case of partial payment to Customer by one of Customer’s debtors, the claim assigned to us is deemed to be the last one to be paid off. Customer may collect the assigned claims in the ordinary course of business. This right is forfeited if the provisions under V. 2. apply. In that case, Customer shall assist in the collection of that debt.

5. We agree to release the securities accruing to us under the foregoing provisions at our choice to the extent that their realisable value exceeds the total of the claim to be secured by more than 20 %.

6. If the law applicable at the place of delivery of said goods does not permit any particular one of the foregoing safety measures, but allows the seller of goods to obtain other security rights to the object of delivery, we now, already, reserve any right possible under such law to the broadest extent possible. We have the right to make use of any such right. Customer shall assist us in taking any action we desire to take for the protection of our right of property, or any other right of security in lieu of such right of property, to the object of delivery.

VI. Warranties

1. Customer shall examine the goods delivered by us without delay, even if the goods are packaged. Any performance rendered by us shall be examined without delay. Apparent defects shall be given notice of within one week from receipt or performance, hidden defects shall be given notice of within one week after having been discovered. Such notice of defect shall be given in writing and the defect complained of shall be specified in a manner making such defect complained of verifiable.

2. The period of limitation for any warranty claim shall be 12 months from the date of delivery. During this period of limitation we will, at our choice, either substitute the goods or services, or repair the goods or improve the service complained of, or allow a discount, upon a justified notice of defect. The same applies in the case of a justified complaint of the quality of the repair, improvement, or substitute performance. If the repair or improvement, or substitute performance is delayed, left undone, or if it fails another time, Customer may, at Customer’s choice, claim reduction of payment or rescission of contract. BGB sections 361 and 463, 480 subsection 2 remain unaffected. Otherwise, we shall not be liable for any consequential damages caused by any defect unless we or our vicarious agents can be blamed for bad intent or gross negligence. This exemption from liability does not apply to lack of any expressly affirmed qualities if such affirmation has been made to hold Customer harmless against any damages not arisen in the object of delivery or to the rendered service itself. If defects have been caused by intentional or grossly negligent conduct of our simple vicarious agents our liability is limited to the damages typically and foreseeable brought about by such conduct, up to a maximum of 500,000 Euro. Regardless of any stipulated longer warranty term the period of limitation of such Customer claims shall be as provided by the general provision of law. However, the period of limitation shall not be more than one year.

3. All warranty claims shall be forfeited as soon as Customer itself has repaired the product or improved the service or has tried to cure the defect without our knowledge and without our consent.

VII. Other Liability

1. We are always liable for damages caused by us or our vicarious agents intentionally or by gross negligence.

2. In excess of subsection 1 we shall only be liable for faulty design or faulty execution caused by our fault or our vicarious agents’ fault, but only as far as such faulty design or faulty execution affect substantial operational functions of the products delivered by us or cause the non–fulfilment of other duties which are substantial for the execution of the contract. As to possibly performed consultation services, we shall be liable for performance which is defective due to our fault or our vicarious agents’ fault, but only as far as substantial operational functions of such consultation services are affected.

3. If we or our vicarious agents breach the contractual duties provided under subparagraph 2 by way of slight negligence, we shall only be liable to compensate such damages that were foreseeable upon entering into the particular business transaction. Customer shall inform us of any special risk , atypical possibilities of damages and extraordinary amounts of damages. Exemption is made from any liability for other consequential damages, lack of economic success, special damages, and for damages arising from third party claims. As to its amount our liability is limited to the extent to which it is covered by our business liability insurance or products liability insurance, at the present time 1,500,000 Euro for personal injuries, 1,500,000 Euro for damages to property and 50,000 Euro for economic loss.

4. The same limitation of our liability as provided under the foregoing subparagraph 3 applies to any breach of contractual duties by the fault of our simple vicarious agents.

5. Any liability under the Product Liability Act remains unaffected by the foregoing provisions. The provisions under VI. 2 is superior as to our liability for affirmed qualities and for consequential damages caused by any defect, and the provisions under III. 3. is superior in case of default.

VIII. Protected Rights

1. If we are obligated to deliver goods made pursuant to drawings, models, samples or by using parts made available by Customer, Customer warrants that no protected rights of third parties are violated thereby. We will inform Customer of any third party rights known to us. Customer shall keep us harmless against any third party claims and compensate us for any damages sustained by us. If any third party prohibits our service, manufacture or delivery claiming a protected right of its own, we shall have the right to discontinue working – without reviewing the law prior to such discontinuation – and claim compensation of our expenses.

2. Any drawing and sample that did not bring about an order will be returned against refund of costs; otherwise we have the right to destroy such drawing or sample after three months from the date the offer was made.

3. Any copyright and any other industrial property right to models, molds and devices, drafts and drawings designed or made by us or by third parties on our behalf shall be ours.

IX. Final Provisions

1. All orders given to us shall be governed by German law. The Uniform UN-Law of Sales (CISG) shall not apply.

2. The court proper to the companyâ€™s seat shall be the exclusive place of jurisdiction. We may, however, bring court action against Customer at its general place of jurisdiction or at its business’ place of jurisdiction

3. Eurasburg is the place of performance, place of payment and place of fulfilment of the legal relations with Customer. Stipulations as to the bearing of costs shall not include a change of the foregoing place-of-fulfilment-provision.

4. The data required for handling the business transactions will be processed in our data processing system at a central location.