I.  Preamble

1. The following General Terms and Conditions for Sale and Delivery apply exclusively; we do not recognize conditions of the Customer which contradict or deviate from our own unless we have expressly approved their validity in written form. Our General Terms and Conditions for Sale and Delivery shall also apply in cases where we are aware of a Customer's contrary or deviating terms and conditions and unreservedly perform our supply commitment to this Customer. Placement of an order indicates acknowledgement of our General Terms and Conditions of Business.

2. All agreements entered into between us and client concerning performance of this contract have been put down in writing in this contract.

3. Our sales conditions only apply to companies in the meaning of § 310 Para. 1 BGB (Geman Civil Code).

II. Offer and Acceptance

1. Orders placed by the Customer are binding once signed. We have two weeks to either accept this offer by sending a written confirmation or to decline an order - for example upon evaluation of the customer's creditworthiness.

III. Prices - Terms of Payment

1. Unless otherwise specified in the order confirmation, all prices quoted are ex works. Our prices do not include VAT. This is itemized separately in the invoice on the day of invoicing.

2. We reserve the right to change our prices accordingly when, after contract conclusion, costs go up or down, primarily due to wage agreements or the price of materials. Proof of such changes will be provided for the client on request.

3. Unless otherwise specified in the order confirmation, the net sales price (without deductions) is due for payment within 30 days of the invoice date. Payments are considered to have been made once the amount has been credited to our account. In case of default the statutory provisions shall apply.

4. Payment by bill of exchange requires our express consent. It takes place on account of performance. The maximum payment term for bills of exchange is ninety days from the billing date. Bill or discount charges and other fees shall be borne by the Customer.

5. Unless specified otherwise in the order confirmation, we only supply new customers against prepayment.

6. The Customer is only entitled to make set-off claims if their counterclaims have legal validity, are uncontested or recognized by us. The Customer shall, furthermore, be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

IV. Delivery

1. The start of the delivery time quoted by us presupposes the clarification of all technical questions.

2. Subject to correct and timely delivery by our suppliers. The Customer will be promptly informed if delivery is delayed due to force majeure, labor disputes, lack of supply sources, or due to other reasons for which we are not accountable. If the hindrance is not a merely temporary in nature which we cannot remove at reasonable cost within 4 weeks, we retain the right to permanently refuse performance. The customer will be promptly informed of this and be reimbursed for any performance already undertaken on his part.

3. Compliance with our delivery obligation shall be subject to the prior timely and appropriate fulfillment of the contract partner's obligations. We reserve the right to make a plea of non-performance.

4. If the Customer defaults in taking delivery or culpably violates other obligations to cooperate, we are entitled to seek compensation for any damages we suffer or for any additional expenses we incur as a result. We reserve the right to assert further claims.

5. If the order confirmation does not specify a definite delivery time, in the event of a delay to the delivery we are entitled to an appropriate grace period, in most cases 4 weeks.

6. If the conditions described in Paragraph 5 are present, then the risk of accidental loss of or damage to the goods during this periods passes to the customer should he delay either in acceptance or payment.

7. We assume liability according to the statutory provisions if the underlying sales contract is a transaction for delivery by a fixed date in the meaning of § 286 Para. 2 No. 4 BGB or § 376 HGB (German Commercial Code). We also accept liability according to the statutory provisions if, due to a delay on our part, the Customer is entitled to claim that he has no interest in continuing with the further performance of the contract.

8. Moreover, we assume liability according to the statutory provisions if the delay in delivery is due to an intentional or grossly negligent contract violation on our part; fault on the part of our representatives or vicarious agents shall be attributable to us.  As long as the delay is not due to an intentional contract violation on our part, our liability is limited to foreseeable, typically occurring damages.

9. We shall also be liable in accordance with statutory provisions if our delay in delivery is due to a culpable violation of an important contractual obligation. In such cases our liability is limited to foreseeable, typically occurring damages.

10. In addition, if there is a delay in delivery, we shall pay an amount expressed as a lump sum of 3% of the value of the goods to be delivered for each full week of delay up to a maximum of 15% of the goods' value.

11. Additional statutory claims and rights of the Customer are not affected.

V. Passing of Risk - Shipping and Packing Costs

1. Unless stated otherwise in the order confirmation, the delivery agreed upon is ex works.

2. Additional costs arising from special shipping requirements made by the Customer shall be borne by the same. If required by the Customer, delivery will be covered by transport insurance. Costs incurred by this insurance shall be borne by the Customer.

VI. Liability for Defects

1. The Customer's warranty claims presuppose that he has properly fulfilled the obligations to examine the goods and give notice of any defects found in accordance with § 377 HBG (German Commercial Code).

2. If the purchased item contains a defect, we are initially entitled render subsequent fulfillment either by rectifying the defect or through replacement delivery at our discretion. Where the defect is remedied, we shall be obliged to bear all the necessary costs for the remedying of the defect, in particular transport, labor and material costs, provided that such costs are not increased by the additional cost of taking the object of sale to another location other than the place of performance.

3. If the supplementary performance fails, the Customer is entitled to either cancel the order or demand a reduction in price.

4. We shall be liable in accordance with statutory provisions, insofar as the Customer asserts claims for compensation based on intent or gross negligence, including the intent or gross negligence of our representatives or vicarious agents. To the extent that we are not accused of intentional breach of contract, liability for damages is limited to foreseeable, typically occurring damages.

5. We shall be liable in accordance with statutory provisions if our delay in delivery is due to a culpable violation of an important contractual obligation. In such cases our liability is limited to foreseeable, typically occurring damages.

6. As far as the customer is entitled to claim for damages or compensation instead of supplementary performance, our liability according to Para. 3 is also limited to foreseeable, typically occurring damages.

7. Liability on the grounds of culpable harm to life, body or health is unaffected, as is liability according to the German Product Liability Act (Produkthaftungsgesetz).

8. Any warranty must be made in writing and is valid only if it sufficiently defines and describes the scope of the guarantee as well as the duration and the geographical restrictions of the warranty.

9. In the absence of any provisions to the contrary above, liability shall be excluded.

10. The limitation period for defect claims is 12 months from the passing of risk.

11. The period of limitation in the case of a delivery regress in accordance with §§ 478, 479 BGB (German Civil Code) remains unaffected; such a period is five years, calculated from the time of delivery of the defective goods.

VII. Joint Liability

1. Further liability on the basis of compensation for damages beyond that stipulated in section VI is excluded, regardless of the legal nature of the asserted claims. This shall in particular apply to damages claims that arise from faults made when closing a contract through other violations of obligations or through tort claims for restitution of damages according to § 823 BGB (German Civil Code).

2. The limitation specified in Para. 1 shall also apply, if the Customer demands reimbursement of void expenses instead of making a claim for the compensation.

3. As far as our liability for damages has been excluded or limited, this also applies with regard to the personal liability for damages of our salaried employees, workers, co-workers, representatives or vicarious agents.

VIII. Retention of Title

1. We reserve the title to the goods until all payments resulting from the business relationship with the Customer have been received. In so far as we have agreed payment of the debt incurred by the purchase price made by check or bill of exchange with the Customer, the retention of title shall also include the encashment of the bill accepted by us and will not become void by crediting the check received by us.

2. The Customer shall be obliged to treat the object of sale carefully; in particular he shall insure them at his own cost up to their value as new against damage from fire, water and theft. In the event that inspection and maintenance work is necessary, the Customer shall carry out the same at his own cost in good time.

3. In the event of a breach of contract by the Customer, especially a delay in payment, we are entitled to take back the goods. The act on our part of taking back the goods amounts to a cancellation of the contract. We are authorized to sale of the purchase item after taking it back; the proceeds of sale shall be set-off against the accounts payable of the Customer - minus appropriate costs for recovering the item.

4. In the event of seizures or other interventions of third parties, the Customer shall notify us in writing without delay, so that a suit can be filed as per § 771 ZPO (German Code of Civil Procedure). As far as the third party is not in the position to reimburse us the court and extra-judicial costs of a suit as per § 771 ZPO, the Customer shall be liable for the loss incurred by us.

5. The Customer is entitled to resell the purchased goods in the ordinary course of business; but even now, he assigns to us all claims to the final amount of the invoice (including VAT), which he is entitled to from resale against his customers or third parties, and this irrespective of the fact whether the purchased goods were resold without or after processing. The customer remains entitled to assert the claim even after having assigned the claim. Our authority to collect the claim ourselves remains unaffected. However, we undertake to refrain from collecting the claim as long as the Customer meets his payment obligations from the collected revenues, does not default on payment or, in particular, if no request for a bankruptcy procedure has been filed, or if no cessation of payments is at hand. If this is the case, we may ask the Customer to inform us about the assigned claims and their respective debtors as well as all the details necessary for the collection, the handover of the corresponding documents and to notify the debtors (third parties) of the assignment.

6. Processing or reformation of the purchase item by the Customer shall be done on our behalf in every case. If the purchase item is processed with other objects that do not belong to us, we shall obtain co-ownership of the new item in relation to the value of the item (invoiced price plus VAT) to the other processed items at the time of processing. Otherwise, for the items created by processing the same shall apply as to the item delivered subject to reservation of title.

7. If the purchase item is mixed inseparably to other objects that do not belong to us, we shall acquire a share in the ownership of the new object in the proportion of the value of our purchase item (invoiced price plus VAT) to the other mixed items at the time of the mixing. If the mixing takes place in such a manner that the material of the customer is to be viewed as the main thing, it is agreed upon that the Customer transfers ownership to us proportionately. The Customer retains the sole property rights hereby created or joint ownership with us.

8. To secure our claims against the Customer, the Customer shall also assign to us claims accruing to it from combination of the purchase item with real property or against a third party.

9. If so requested by the Customer, we undertake to release securities to which we are entitled to the extent that the value of our securities exceeds the value of the debts to be secured by more than 20%, the selection of the released securities to be at our discretion.

IX. Trade Marks

1. It is prohibited to offer or deliver substitute products in place of the Seller's products or use the Seller's distinctive marks, whether protected or not, in price lists and similar business documents, place them side by side with the marks of replacement products or use them in connection with the word "replacement".

2. Furthermore, when using the Seller's products for manufacturing purposes or subsequent processing, in particular the trade marks must not be used on such goods or their packaging, nor may they be used in accompanying printed or promotional material, in particular as information on component parts, without the prior consent of the Seller. The supply of branded products is not to be construed as permission to use the said brand for any products subsequently manufactured.

X. Jurisdiction - Place of Performance - Severability Clause

1. The sole court of jurisdiction for all disputes is the court of our registered office. However, we are entitled to make claims against the Customer at the court of his registered office.

2. The laws of the Federal Republic of Germany apply; the application of the UN Convention on Contracts for the Sale of International Goods is excluded.

3. Unless otherwise stipulated in the order confirmation, the delivery agreed upon is ex works.

4. If one or several stipulations of these General Terms and Conditions for Sale and Delivery are or become invalid, the validity of the remaining stipulations shall not be affected.

August 2009