I. General – Scope
1. Our sales terms and conditions apply exclusively; we do not recognize customer terms and conditions which are contrary to or deviate from our sales terms and conditions, unless we have expressly agreed to their validity in writing. Our terms and conditions also apply if in the awareness of customer conditions which are contrary to or deviate from our sales conditions we make the delivery to the customer without reservation.

2. All agreements made between us and the customer for the execution of this contract are set forth in writing in this contract.

3. Documents relating to this contract, such as illustrations, drawings, notes on weights and measurements are irrelevant unless expressly designated as binding. The supplier reserves the right of ownership and copyright to cost estimates, drawings and other documents, these may not be made available to third parties. The supplier is obliged to only make plans which the customer designates as confidential available to third parties with the customer’s permission.

II. Scope of the delivery
The supplier’s written order confirmation shall be decisive for the extent of the delivery, in the case of a supplier’s order which is valid for a limited period and accepted by the due date, the offer shall apply if there is no timely order confirmation available. Additional agreements and amendments require written confirmation by the supplier.

III. Price and payment
1. Unless otherwise agreed, the prices apply „ex works“ including loading in the works, but excluding packaging. Prices are subject to value added tax at the statutory rate.

2. Unless otherwise agreed, payment must be rendered in cash strictly net free and namely: 1/3 deposit after receipt of the order confirmation, 1/3 as soon as the customer is advised that the main component is ready to be delivered, and the remaining amount within one month.

3. The withholding of payments or offsetting of possible customer claims which are disputed by the supplier are not permitted.

4. For orders below € 50, – to cover the cost of order processing and accounting, a processing fee of € 15, – will be charged.

5. In the event of order cancellation, under reservation of further claims, we charge a processing fee of € 50. With order-related production the level of the cancellation charge is dependent upon the production status and the already incurred costs.

IV. Delivery time
1. Orders are processed within the framework of production capacities. A delivery date will only be considered binding if this has been expressly assured by us in writing. Timelines on order forms are non-binding. The delivery period begins with the dispatch of the order confirmation, but not before the provision of all documents, permits and approvals by the customer or before receipt of an agreed deposit.

2. The delivery deadline is met if prior to its expiry the delivery item has left the plant or its readiness for dispatch has been advised.

3. The delivery period shall be extended appropriately in the event of labour disputes, in particular strikes and lock-outs or any unforeseen circumstances which are beyond the control of the supplier, provided that such obstacles can be shown to have had a significant influence on the completion or delivery of the delivery item. This also applies if such circumstances affect subcontractors. Also, the aforementioned circumstances are not attributable to the supplier, if they occur during an already existing delay. In important cases the supplier will inform the customer as soon as possible on the beginning and end of such hindrances

4. We are liable according to the statutory provisions if the underlying purchase contract is a fixed term contract in the meaning of § 286 Section 2 No. 4 BGB (German civil code) or § 376 HGB (German commercial code). We are also liable according to the statutory provisions insofar that, as a consequence of a delay in delivery which is attributable to us, the customer is entitled to claim that his interest in the further performance of the contract has ceased to exist. We are also liable according to the statutory provisions if the delay in delivery is attributable to wilful or grossly negligent breach of contract by ourselves; culpability by one of our representatives or vicarious agents is also included. If the delivery delay is not due to our deliberate breach of contract, our liability for damages is limited to foreseeable, typically occurring damage. We are also liable according to the statutory provisions insofar as the delivery delay is due to the culpable breach of an essential contractual obligation; but in this case, the liability for damages is limited to foreseeable, typically occurring damage. Furthermore, in the event of a delivery delay we shall be liable for each full week of delay in the amount of 3% of the delivery value, however, only up to a maximum amount of no more than 15% of the delivery value. Further statutory claims and rights of the customer are reserved.

5. If the customer is in default of acceptance or the acceptance is delayed by wish of the customer, the customer has to reimburse costs of storage of at least 0.5% of the

goods‘ value for each month of default or delay. The assertion of further damages is reserved.

V. Transfer of risk and receipt
1. The risk shall pass to the customer upon dispatch of the goods, even if partial deliveries are made or if the supplier provides other services, such as assuming the shipping costs or delivery and installation.
At the customer’s request and own expense the supplier will insure the shipment against theft, breakage, transport-, fire- and water damage and other insurable risks.

2. If delivery is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the date of readiness for dispatch, however, upon the request and expense of the customer the supplier is obliged to organise the insurance that they may require.

3. Delivered goods are to be accepted by the customer even if they have minor defects, without prejudice to the rights of Article VII.

4. Partial deliveries are allowed.

VI. Reservation of proprietary rights
1. We reserve proprietary rights to the goods until receipt of full delivery contract payment. In the event of a breach of contract by the customer, especially in case of payment default, we are entitled to take back the goods. The taking back of goods signifies a withdrawal from the contract. After taking back the goods we are entitled to sell these, the proceeds of the sale will be offset from the customer’s liability – minus reasonable sales costs.

2. The customer is obliged to handle the goods with care; in particular, they are obliged to insure the goods against fire, water and theft at replacement value at their own expense. Insofar as maintenance and inspection work is required, the customer must perform this at his own expense and in a timely fashion.

3. In the case of seizures or other interventions by third parties we are to be notified immediately in writing, so that we can bring an action pursuant to § 771 ZPO. If the third party is unable to reimburse us for the judicial and extra-judicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for any loss we might incur. 4. The customer is entitled to resell the goods in the ordinary course of business; however, as of now they assign to us all receivables that they receive from the resale to their customers or third parties in the amount of the final invoice (including VAT) of our claim, regardless of whether the goods have been resold without or after processing . Even after the assignment the customer is authorized to collect these receivables. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the receivables so long as the customer complies with their payment obligations out of the proceeds collected, is not in default of payment and in particular has not filed a petition for the opening of insolvency proceedings and payments have not been suspended. Should this be the case however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

5. The customer will still perform the processing or transformation of the goods on our behalf. If the goods are processed together with other components not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount including VAT) with regards to that of the other processed components at the time of processing. Furthermore, the same as applies to other goods delivered with the reservation of proprietary rights will apply to the product resulting from processing. 6. If the goods are irreversibly mixed with other components not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount including VAT) with regards to that of the other processed components at the time of processing. If the mixing takes place in such a way that the customer’s product is to be regarded as the main item, it is agreed that the customer transfers proportional joint ownership to us. The customer shall safeguard the resulting sole ownership or co-ownership on our behalf. 7. In order to secure our claims against the customer, they shall also assign to us the claims that result against a third party from the connection of the product with a property. We undertake to release the securities due to us at the request of the customer insofar as the realizable value of our securities to be backed

VII. Liability for delivery defects.

VII. Warranty

1. Any parts which within 12 months of commissioning are deemed unusable or not insignificantly impaired in their usability due to a situation present before the transfer of risk – in particular due to incorrect design, poor materials or poor workmanship – shall, according to the supplier’s reasonably exercised discretion, either be repaired or newly delivered free of charge. The discovery of such defects shall immediately be reported to the supplier in writing. Replaced parts become property of the supplier.

2. For essential third-party products, the supplier’s liability shall be limited to the assignment of liability claims that are due from the supplier of the third-party product.

3. No liability will be assumed for damages that result for the following reasons: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent treatment, unsuitable equipment, replacement materials, defective construction work, unsuitable foundations, chemical, electrochemical or electrical influences, unless due to a fault of the supplier.

4. After agreement with the supplier, the customer has to provide sufficient time and opportunity for performance of the repairs and replacements deemed as necessary according to the supplier’s reasonably exercised discretion, otherwise the supplier is exempted from liability for defects.

5. Of the direct costs arising from the repair or replacement the supplier covers – insofar as the complaint proves to be justified – the costs of the replacement part including shipment and the reasonable removal and installation, and also, if reasonably required according to the individual case, the cost of providing the technicians and assistants. Any other costs shall be borne by the customer.

6. The warranty period for the spare parts and repair is three months, but at least until the expiry of the original warranty period for the delivery item. The deadline for liability for defects in the delivered goods shall be extended by the duration of the interruption in operations caused by the repair service.

VIII. Liability
1. We are liable according to the statutory provisions, if the customer makes a claim for damages based on intent or gross negligence, including intent or gross negligence by our representatives or vicarious agents. Insofar as we are not charged with intentional breach of contract, the liability for damages is limited to foreseeable, typically occurring damage. We are liable according to the legal provisions if we culpably infringe any essential contractual obligation; in this case however, the liability for damages is limited to foreseeable, typically occurring damage.

2. The liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

3. Unless otherwise stipulated above, liability is excluded. Any additional liability for damages other than that provided for in section VIII is – regardless of the legal nature of the asserted claim – excluded. This applies in particular to claims for damages resulting from negligence at contract conclusion, other breaches of duty or tortious claims for compensation for property damage pursuant to § 823 BGB.

4. The limitation also applies if the customer, instead of claiming compensation for the damages, asserts a claim on replacement of useless expenses.

5. As far as the liability for damages against us is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.

IX. Right of the customer to cancellation, rescission and other liability of the supplier.
1. The customer may withdraw from the contract if its complete performance becomes impossible for the supplier before the transfer of risk. The same applies with inaptitude of the supplier. The customer may also withdraw from the contract if with an order for similar items, performance of part of the delivery quantity becomes impossible and they have a legitimate interest in refusing a partial delivery; if this is not the case, the customer may reduce the payment accordingly.

2. If there is a delay in performance in the meaning of section IV of the delivery conditions and the customer grants the supplier an appropriate extension with the express declaration that acceptance will be refused after this deadline, and this deadline is not met, the customer is entitled to withdraw.

3. If the impossibility occurs during default of acceptance or through the fault of the customer, the latter shall remain liable for payment.

4. The customer also has a right to rescission of the contract if the supplier allows a reasonable grace period for the repair or replacement of a defect, for which they are responsible within the meaning of the delivery conditions, to expire without result due to a fault on their own part. The customer’s right to rescission of the contract also exists in other cases of repair or replacement failure by the supplier.

5. Excluded are all other claims by the customer, and in particular termination or reduction as well as compensation for damages of any kind, even for damages which are not incurred in the delivery item itself. This disclaimer does not apply in cases of intent or gross negligence of the owner or senior staff, or for culpable violation of essential contractual obligations.
In case of culpable violation of essential contractual obligations, the supplier shall be liable – except in cases of wilful intent or gross negligence of the owner or senior staff – only for the typical, reasonably foreseeable damages.
Furthermore, the disclaimer shall not apply in cases where defects of the delivery product result in claims for personal injury or damage to privately used property in accordance with the Product liability act. Nor does it apply in the absence of characteristics that are explicitly guaranteed if the guarantee was intended to protect the purchaser against any losses which are not caused to the item itself.

X. Final provisions
If the customer is a merchant, our registered office has jurisdiction; however, we are entitled to proceed against the customer at his place of residence. The law of the Federal Republic of Germany applies; application of UN purchasing law is excluded. Unless otherwise stated in the order confirmation, our registered office shall be the place of performance. Should one of the above clauses be or become invalid, the validity of the remaining provisions shall not be affected.

Effective date 01/2012