1. The terms and conditions herein-after stated are the contractual basis of our business relations with the purchasers of our products. With the acceptance of our offer the purchaser declares to accept our terms and conditions, which will immediately be subject matter of contract. (date: May 2007). We expressly oppose other deviant conditions and terms of the purchaser. We declare acceptance of offers by our purchasers is based on our General Terms and Conditions for sale, delivery, assembly and repair.

2. Our offers are subject to confirmation. We are only commited on our offer when they are declared explicitly as legally binding, otherwise our offers apply as “INVITATIO AD OFFERENDUM” (Invitation to hand over offers). In such cases our written order confirmation is required for the conclusion of the contract. Oral subsidiary agreements and promises of our employees and representatives will only be legally binding, if they were confirmed in writing by ourselves.

3. Place of fulfillment of our liabilities is the address of record or the address of our entrepot. We execute our liability for delivery through concretion (ascertainment of goods) and disposal (§ 243 German Civil Code BGB) to the carriage personnel. Costs of consignment of the goods do not belong to us but to the purchaser. The taxes and import duties and similar are costs of consignment.

4. The concretion effectuate the transfer of perils of the achievement to the purchaser. If the purchaser does not define instructions, we will be incumbent on the choice of an appropriate haulage contractor. However, such action does not constitute a liability for us.

5. Our prices are net prices ex works or ex entrepot, the legal value added tax must be added thereto. Costs for packaging and an eventual assembly on site plus additional costs, furthermore, apply. In case a delay of more than four months will have been passed between order confirmation and delivery, we will be entitled to invoice the price which applies on the day of delivery.

6. Delivery times are binding only if they were explicitly identified in the order confirmation. Otherwise they are handled as time required for picking and packing which may admissably be exceeded by a time laps of up to six weeks, without assigning any legal rights to the purchaser. Should, after an order confirmation, turn out that we will not be able to fulfill our commitments, neither within the delay agreed nor within an extension of time, we will be entitled to resign from contract, without receiving any recourse claims. Advance payments already in our possession will be re-payed. Partial deliveries are admissible, as long as they are economically acceptable to the purchaser.

7. In case the purchaser withdraws the contract for a reason which is not in the liability of our incorporation, he will be in our debt for a lumpsum reimbursement of 12,5 % of the net order value ( incl. V.A.T. ). This lumpsum reimbursement is not subject to substantiation.

8. Such commitment will meet the purchaser, if we were obliged to resign from contract for reasons being in the liability of his person which will have been known to us retrospectively. Such reasons may be defined by name as illiquidity of the purchaser, even if no insolvency procedure had been applied for, statutory declaration and the publication of other important circumstances which might impose the creditworthyness of the purchaser or a failure in financial or leasing efforts, as far as those were not expressly declared resolutory condition.

9. We limit our liability to the negligencies of intention and gross carelessness.

10. The purchaser must declare visible failings within a delay of two weeks from reception of goods in written. Otherwise the assertion of warranty claims is excluded. To meet the delay the despatch in time is sufficient. The purchaser meets the full burden of proof for any basis of claim, especially on the failure, for the time of identification of the failure and for the timeliness of the warranty claim.

11. For defective goods we assume liability to our choice either by rectification of defects or by production of a new item. In case we refuse the fulfillment finally, we refuse the removal of the defect and supplementary performance because of disproportional costs, the completion is non-successful or inacceptable to the purchaser, the purchaser can ask to his choice either for reduction of the indemnification (abatement) or the cancellation of the contact (rescisson). In case of a marginal infringement of contract, especially in the case of a insignificant defect the purchaser does not have the right of abatement of contract.

12. In case the purchaser choses the abatement of contract because of a fault in right or in material after the supplementary performance failed, he does not have a further claim for indemnity because of the defect. In case the purchaser choses refund of damage after a non-successful supplementary performance, the goods stay with him, if this is admissable to him. The refund of indemnity limits to the difference between the purchase price and the value of the defective goods. This paragraph will not apply in case we have caused the violation of contract maliciously.

13. Rights from defects which do not concern a construction or a movement consisting in the provision of a planning or control performance, prescribe after one year from delivery of goods. This does not apply in case the purchaser did not advise the defect in time.

14. Warranties in the meaning of law will not be assumed. Producers’ guarantees are thereby not affected.

15.1 We reserve the proprietary rights of the goods until full payment of any claims from the business relationship.

15.2 The purchaser is obliged to handle the goods with care. Should maintenance or inspection works be necessary the purchaser must execute them regularly at his cost.

15.3 The purchaser is oblied to inform us immediately of an access to the goods by a third party, such as a garnishment or damages or destruction of the goods. A change of proprietor or the change of the own domicile must be informed by the purchaser without delay.

15.4 In case of a performance contrary to contract, especially delay in payment of infringement of a dury according to para
16.2 and 16.3 of this contract we are entitled to withdraw from contract and demand for return of the goods.

15.5 The purchaser is entitled to commercialise the goods within regular business operations. However, he already assigns now any claims in the amount of the invoice amount (including value added tax) which he has from the resale or working against his customer or third party, independent from the fact that the goods will have been resold without or after working. We accept the assignment. We will continuously be entitled to collect the claim even after such assignment. Our right to collect the claim by ourselves is thereby not touched. However, we engage not to collect the claim as long as the purchaser meets his payment liabilities from the proceeds collected, is not in payment delay and has not applied to open an insolvency procedure or execute an extrajudical agreement procedure with obligees through the debitor clearing ( § 305 I 1 InsO ), no procedure for cheques or bills or stop of payment. Should this be case we can ask the purchaser to inform us on the claims assigned and the debitor, gives any information necessary for collection, hands over the appropriate documents and informs the debitor (third party) of the assignment of claim. The correction of collection refers to the full balance claim.

15.6 The working and alteration of the goods through the purchaser is always done for us. In case the goods will be worked together with goods which are not our propriety, we acquire the co-ownership of the new goods in the ratio of the value of the goods compared to the goods worked at the time of work. This also applies for the product formed through the working process, as this applies for goods delivered under reservation of proprietary rights.

15.7 In case the goods will be mixed up with other products which are not in our propriety, we acquire the co-ownership of the new product in the ratio of the value of the goods with the other products mixed at the time of mixture. In case the mixture is done in a way that the purchaser’s product will be considered as principal thing, it is agreed that the purchaser keeps the sole property or co-ownership formed for us without costs.

15.8 In case the permission for collectiion according to para 15.5 the purchaser is no longer entitled to build in the reservation goods, mix up inseparately or work.

15.9 The purchaser assigns the claims against third party which come up through the connection of the goods with an estate against a third party. This also includes the right to grand a cover security ranked before the remaining. We accept such assignment.

15.10 A party who build in reservation goods in their estate as an essential part of the estate today already assigns the claims resulting from a business sale of the estate or of estate rights in the height of the value of the reservation goods with all subsidiary rights and ranking before the rest. We accept the assignment..

15.11 We oblige to release the securities which we are entitled to on request of the purchaser as far as the value realizable of our guarantees exceeds the claims standing for guarantee by more than 20 %. Provided that the purchaser does not proof a lower value a realisable value ist the purchase price or in case of processed claim goods the production cost of the security goods or the co-owner share, in each case deduction of an admissable amount of maximum 45 % of the claim due for security for reason of potential lower payment. We will choose the releasable security.

16.1 Our invoices are payable within 2 weeks from issue of invoice. Payments must be done without deduction and directly to us – unless otherwise permitted in written. Payments to a third party only lead to an anullment of the debt if we gave written permission for encashment.

16.2 The supplier is entitled to assign his claims from deliveries and services for financements.

17.1 In case a written permission for deferred payment was given, the remaining claim will be due for immediate refundment, in case one rate is deferred by more than one month or the rates will not have been paid in full amount or in due time the third time.

17.2 Should the purchaser have a delay in one payment, any other claims are due for payment immediately for which no notice of default is necessary.

18. An offset with counter claims of the purchaser is excluded for any thinkable case, unless the counter claims are uncontradicted or were declared as legally binding.

19. Should we have to execute assembly or repair works by additional order the following applies: The pre-services must be rendered fully and properly; particularly the earth works, foundation works, building and scaffolding works including the supplies and delivery pipes must be finished in accordance with the combined foundation plans. At his cost the purchaser must supply back staff and equipment for the transport and unloading of heavy assembly parts as well as dry heatened and lockable rooms for our technicians and the energy required. Furthermore he has to unpack and supply the objects designed to be assembled.

20. Change parts will become our property. The value will only be deducted in case this was agreed in written.

21. The asembly costs will be invoiced to labour time rendered and to material consumption. Our technicians are obliged to issue working reports which must be countersigned by the purchaser. We will invoice the applicable day’s rates for working time, travel time and waiting time as well as supplementary costs, such as daily allowances, overnight expenses and travel costs.

22.1. The present business terms also apply in the business relationship with customers located abroad. The Hague Conventions Relating to a Uniform Law on the International Sale of Goods of 64-07-01, the EKG ( Uniform Law for International Purchase of Movable Goods ) as well as the EKAG ( Uniform Law for Conclusion of International Purchase Contracts on Movable Goods) of 1973-07-17 will not be accepted.

22.2. For deliveries and services supplied to foreign purchasers it is explicitly agreed that in case of deferred payment through the purchaser any costs for legal prosecution through the supplier as well as court or extra-court costs will be for the account of the purchaser.

23.1. In case the contracting party is a tradesman, the place of jurisdiction for any dispute is the place of locationof the supplier. However, the supplier is entitled to sue at the place of jurisdiction of the contracting party.

23.2. The contractual relationship is subject to German law for both parties.

24. Should single clauses be inadmissible, this inadmissibility should llimit to the clause in question. Through supplementary contract construction considering the intentions on both sides and the legal prescriptions such clauses should be construed as close as possible at the clause in question.