General Terms and Conditions of Sales and Delivery

§1 General

(1) All deliveries and other services are exclusively subject to the following sales and delivery conditions.

(2) Any alternate conditions by the purchaser that we do not expressly acknowledge shall not be binding, even if we do not expressly oppose them.

(3) The inclusion and interpretation of these sales and delivery conditions, like the conclusion and interpretation of legal transactions with the purchaser itself, shall be regulated exclusively according to the laws of the Federal Republic of Germany. The application of the uniform law regarding the conclusion of international purchase agreements for movable items, the uniform law regarding the international purchase of movable items under the UN purchase law, is hereby excluded.

(4) The invalidity of individual provisions of this agreement or its components shall not affect the validity of the remaining provisions. The contractual partners shall be reasonably obligated to replace an invalid provision in good faith with a valid provision that as closely as possible approximates the original economic purpose, as long as this does not create any significant changes in the content of the contract; the same shall apply if circumstances subject to regulation have not been expressly regulated.

(5) The place of fulfillment for obligations arising directly or indirectly from the contractual relationship, including the payment obligation, shall be our company headquarters.

(6) The exclusive place of jurisdiction shall be the place of jurisdiction responsible for our company headquarters. We are also entitled to appeal to a court that is responsible for the purchaser’s headquarters or one of its branches.

§2 Offers, scope of services and conclusion of a contract

(1) Our contractual offers are non-binding. Orders shall only be binding for us if we confirm them or fulfill them by sending the goods; verbal side agreements shall only be binding if they have been confirmed in writing.

(2) Only our order confirmation shall be definitive for the scope of the contractually owed service.

(3) Partial deliveries are permissible.

(4) We reserve the right to make changes to the construction, the choice of material, the specifications and the construction method as long as these changes do not oppose the order confirmation or the purchaser’s specifications. The purchaser shall declare its agreement with any further changes we suggest as long as these are reasonable for the purchaser.

(5) As a rule, the underlying documentation for the offer or the order confirmation, such as illustrations and drawings, dimensions and weight details, shall only be considered approximate values unless they have expressly been described as binding.

§3 Prices and payment conditions

(1) In the absence of alternate agreements, our deliveries shall be ex works without packaging or other shipping and transport fees.

(2) If carriage-paid delivery has been agreed, the prices we name shall be based on the freight charges and additional fees applicable at the time of the offer. They shall therefore be adjusted for any change in the freight and additional-fee rates, to the benefit or at the expense of the purchaser; the purchaser shall not be entitled to withdraw from the contract on these grounds.

(3) If more than 4 months pass between the conclusion of the contract and the delivery without a delivery delay for which we are responsible, we can increase the price appropriately with consideration for any material costs, wages or other additional costs that we incur. If the purchase price increases by more than 40%, the purchaser shall be entitled to withdraw from the contract.

(4) If we take change requests from the purchaser into consideration, any resulting additional costs shall be invoiced to the purchaser.

(5) Our invoices are payable in full, strictly net cash, within 30 days.

(6) If the payment period is culpably exceeded, we shall charge interest of 8 % over the respectively applicable base interest rate, while reserving the right to assert further claims.

(7) In the event of a payment delay and reasonable doubt regarding the purchaser’s payment capability and/or creditworthiness, we shall be authorized, regardless of any other rights, to request securities or payments in advance for outstanding deliveries, and to request immediate payment for all liabilities arising from the business relationship.

§4 Force majeure

Occurrences of force majeure – circumstances and events that cannot be prevented with the due care of prudent business management – shall suspend the parties’ contractual obligations for the duration of the disruption and within the scope of their effect. If the resulting delays exceed a period of 6 weeks, both contractual partners shall be entitled to withdraw from the contract with regard to the affected scope of services. No other claims shall apply.

§5 Offsetting and retention

Offsetting and retention are excluded unless the demand for offsetting is undisputed and legally established.

§6 Shipping

(1) Loading and shipping shall take place without insurance at the receiver’s risk.

(2) We shall make every reasonable effort to take the purchaser’s requests and interests into consideration with regard to the shipping type and route; any resulting additional costs shall be borne by the purchaser, even if carriage-paid delivery has been agreed.

§7 Transfer of risk

Risk shall be transferred to the purchaser as soon as we have provided the goods to the purchaser and have notified the purchaser of this.

§8 Claims for defects

(1) All information about the receipt, processing and use of our products, technical consultation and other information is provided to the best of our knowledge, but does not release the purchaser from the obligation to undertake its own inspections and tests.

(2) If the purchase is a commercial transaction for both parties, the purchaser must immediately inspect the goods after their receipt, to the extent reasonable in the ordinary course of business, and inform us immediately if a defect is discovered. If the purchaser neglects to inform us of this, the goods shall be considered approved unless the defect was not noticeable at the time of inspection. For the rest, Paragraphs 377ff. of the HGB (German Commercial Code) apply.

(3) Claims for defects are restricted to supplementary performance. If the supplementary performance is unsuccessful, the purchaser shall be entitled to request its choice of reduced payment or cancellation of the contract.

(4) Further claims by the purchaser are excluded if these do not result from the acceptance of a guarantee. This shall not apply in the event of intent, gross negligence or the violation of significant contractual obligations on the part of the purchaser.

(5) Claims for defects shall expire one year after delivery of the goods.

§9 Damage compensation

Damage compensation claims by the purchaser are excluded. This shall not apply in the event of intent, gross negligence, the violation of significant contractual obligations on our part, or in the event of an acceptance of guarantee.

§10 Retention of title

(1) The sold goods shall remain our property until the payment in full of our liabilities arising from the business relationship with the purchaser. The purchaser is entitled to use the purchased goods in the ordinary course of business.

(2) The retention of title also applies to any products created by processing, mixing or blending other items with our goods, up to the full value of the goods; in this event, we shall be considered the manufacturer. If an ownership right continues to apply when our goods are processed, mixed or blended with third-party goods, we shall obtain co-ownership according to the proportion of the invoice value of these processed goods.

(3) The purchaser hereby assigns to us in advance any claims against third parties arising from the resale of the goods, in full or in the amount of our co-ownership rights, by way of security. The purchaser is entitled to collect these on our account until the agreement is cancelled or the purchaser’s payments to us are suspended. The purchaser is also not entitled to assign these claims for the purpose of collecting claims by way of factoring, unless the factoring party is simultaneously obligated to pay the consideration directly to us in the amount of our share in the claim as long as our claims against the purchaser have not yet been fulfilled.

(4) The purchaser must immediately inform us, via registered letter, of any access by third parties to the goods and claims that belong to us.

(5) Exercising the retention of title shall not constitute a withdrawal from the contract.

(6) The goods and the claims in lieu of goods cannot be pledged to third parties, assigned by way of security or conveyed before our claims have been paid in full.

(7) If the value of the securities exceeds our claims by more than 10 % for a sustained period of time, we shall release our choice of securities at the purchaser’s request.

Rev.: 11/1/2009