General terms and conditions

I.
Scope

1. All our goods and services, including any future provision of goods and services, shall be made exclusively on the basis of the following General Conditions. The inclusion of any other general conditions, in particular those of the customer are hereby expressly rejected unless we agree to their application expressly in writing in any particular case.

2. Our conditions of sale shall apply only in relation to merchants in terms in § 13 Section 1 of the German Civil Code (BGB).

II.
Formation of Contract

1. All our offers and catalogue prices are non-binding unless expressly agreed otherwise. Any contracts and other agreements shall come into existence upon the receipt of our order confirmation.

2. All details provided by us in our sample books, price lists, catalogues or other printed materials are only approximate, and are not binding on us, but have been determined as well as possible. We reserve the right to make changes in the product range, to the technical nature of our products or the appearance of our products.

3. In the event that an order confirmation varies from the related order, the customer shall without delay notify us of such in writing after receipt but no later than within one week. In the event that the customer omits to do so, our order confirmation shall be deemed to be correct and binding on both parties.

III.
Prices

1. The prices agreed at the time of the formation of the contract shall apply. In cases of purchase at list price the valid price on the day of the delivery shall apply ex works including loading, but excluding packing and other supplementary costs. All prices are net. Any and all public duties or taxes due in connection with the formation of the contract or its carrying out outside of Germany shall be borne by the customer.

2. Confirmed prices shall apply only upon the acceptance of the confirmed quantity at the confirmed time and not in relation to any subsequent orders.

3. Additional conditions for blanket orders: The acceptance of confirmed quantities shall take place within the agreed term. In the event that such is not possible, we reserve the right to make a retrospective adjustment of price.

IV.
Supply and Delivery

1. The delivery times and dates provided by us are approximate unless a fixed binding delivery time or delivery deadline is agreed without any reservation by us in writing. Any delays in relation to approximate delivery times and dates shall not release the customer from its duty to accept the goods and make payment for such.

2. We shall determine the delivery route and the means of transportation as well as the forwarder and freight carrier insofar as nothing is agreed to the contrary in writing.

3. Delivery shall take place to the account of and at the risk of the customer. In the case of delivery through its own or third-party vehicles risk shall transfer upon delivery to the forwarder or the transport person of the customer. In the event that free delivery has been agreed to the transfer of risk shall take place upon the arrival of the vehicle at the place of destination. The customer shall be liable for the acceptance and safekeeping of the goods at the place of delivery. There shall be no liability after the transfer of risk.

In the event of any delays in delivery for which the customer is responsible risk shall transfer from the time of the readiness for delivery.

4. Any delivered goods are, even if such show minor defects, to be accepted by the customer notwithstanding the customer's right to performance and warranty rights under section IX. In the event of any refusal to accept the goods we may store the goods at the expense of our customer.

5. Part deliveries shall be permitted. Such are separate deliveries.

V.
Default in Relation to Delivery

1. Default in relation to delivery shall not exist in the cases of force majeure and similar events for which we are not responsible. This shall apply not only to us but also to our suppliers in the event of such events.

2. In such cases we may delay delivery or performance for the period of the event causing the hindrance plus a run-up period of at least two months or we may terminate in part or in whole the contract in relation to the part of the contract not fulfilled.

In such cases the customer may demand a declaration as to whether we shall terminate or deliver within a reasonable period. In the event that this does not take place the customer may terminate the respective contracts or parts thereof.

3. Liability for damages due to delivery default shall be determined in accordance with Section VIII.

VI.
Duty to Examine and Give Notice

1. Insofar as a bilateral commercial transaction exists, § 377 of the Commercial Code (Handelsgesetzbuch) shall apply. Any notice of the customer shall be in writing. Defects shall be notified within 3 days of the customer becoming aware of such. Timely notification shall be determined on the basis of the time of receipt of such.

2. In the event that the customer is a public legal person or a public asset § 377 of the Commercial Code (Handelsgesetzbuch) shall also apply. The provisions of Section 1 shall apply accordingly.

3. In the event of any omitted notice, late notice or notice not in the correct form the goods shall be deemed to have been approved.

VII.
Limitation of Liability

1. Any contractual liability or strict liability on our part to pay damages as a result of breach of duty resulting from minor negligence is excluded. Furthermore, liability for gross negligence of employees or persons who are neither our legal representatives nor in a management position is excluded.

2. The exclusion of liability in terms of Section 1 shall not apply in relation to damage to property or personal injury or in relation to any material breach. The so-called liability of the manufacturer is not excluded.

3. Insofar as any liability is not excluded in accordance with Section 1, our liability shall be limited to damages in lieu of performance resulting from minor breaches of substantial and supplementary duties in accordance with the following provisions (sentence 1 and 3). We shall be liable

a) for each event up to a maximum amount of EURO 100,000. In case of several incidents of damage from deliveries of the same object in relation to the same defect, such shall be deemed to be resulting from the same event; the same shall apply to various incidents of damage resulting from the same cause.

b) for damage to property and personal injury (in terms of letter a, sentence 1 part sentence 2) only insofar as such is normally foreseeable.

c) in case of default in delivery for each commenced week of default up to 0.5 % of the price for the non-delivered goods (excluding turnover tax, freight and other costs) up to a maximum of 5 %.

The above limitations of liability shall apply simultaneously to our advantage.

4. The above provisions to Section 1 to 3 shall also apply in relation to claims of the customer against our agents or their agents and the same shall apply to legal representatives and organs.

VIII.
Warranty

1. In relation to guarantees as to quality and durability we shall be liable without limitation in terms of the scope of the guarantee. Otherwise, liability shall be on the basis of the following provisions. Strict liability on our part for compensation for damage resulting from defects including any loss of profit shall be excluded in accordance with Section VIII. 1 and 2 and shall be limited in accordance with Section VIII 3 sentence 2 and sentence 3.

2. We may chose between the rectification of the defect and the delivery of a defect-free object.

3. The limitation period for claims for defects shall be 12 months calculated from the time of the transfer of risk. In relation to the causing of a defect to a building the statutory limitation period of 5 years shall apply, § 438 Section 2 German Civil Code.

4. The limitation period in the case of claim for delivery under §§ 478, 479 of the German Civil Code shall not be affected hereby. Such limitation period is 5 years calculated from the date of delivery of the defective object.

IX.
Payment Conditions, Default in Payment and Exclusion of Set-Off

1. Our invoices are due and payable within 30 days from the date of the invoice. The date of payment shall be calculated on the basis of date on which the credit is entered or the payment in cash is made.

2. The statutory provisions shall apply in relation to the consequences of default in payment.

3. Payments shall only be effective if made to persons acting on our behalf if such produce a power of authority to collect on our behalf or upon the presentation of a receipted invoice.

We may in case of default prohibit any further sale or processing of the delivered goods and demand the return of such or the return transfer of the indirect possession of the delivered goods at the expense of the purchaser. The purchaser hereby irrevocably authorises us in such cases to enter the premises, to take back all delivered goods and to utilise such for sale and set-off against the outstanding amounts minus any costs incurred. The same rights shall also be available to us if circumstances in relation to the person or the economic situation of the customer result in changes which indicate that payment will soon cease to be made.

4. Set-off with any counter-claim of the customer is allowed only if such relate to undisputed claims or claims supported by a final legal judgment. Any right of the customer to retain goods on the basis of unrecognised counter-claims or counter-claims not supported by a final legal judgment is hereby excluded insofar as such claims do not relate to the same legal relationship.

X.
Retention of Title and Processing Clause

1. Title to the objects delivered by us shall first transfer to the customer if

a) the customer has paid the purchase price for the delivered object,

b) has satisfied any claim for compensation in relation to default by the purchaser in paying and

c) any other outstanding claims at the time of delivery on our part against the customer resulting from the ongoing commercial relationship for existing and future claims have been satisfied.

2. In terms of the following provisions the customer shall be entitled to resell the objects subject to retention of title and shall assign to us any claims resulting from the resale.

a) The customer is authorised to resell only to those third parties which have not excluded or limited the assignment of the claim against them. The customer is not so authorised insofar as the assignment of its claim from the resale is ineffective for reasons other than those in the above sentence. The customer is furthermore only authorised to resell if the goods subject to retention of title are determined by it at the time of delivery for resale.

b) The assignment to us of the resulting claims of the customer shall be limited to the invoice value of the objects delivered by us.

c) The customer is authorised to collect the assigned claim on our behalf; this shall not apply if and to the extent that the customer is in default in payment of a secured claim (Section 1), or is insolvent or insolvency proceedings have been commenced in relation to its assets.

3. Insofar as the customer produces new personal property from the objects delivered by us by way of processing or transformation it is agreed that in accordance with the following provisions we shall be deemed to be the manufacturer and shall acquire title to the new object (processing clause).

a) The acquisition of title by us to the newly-produced personal property shall be limited to a part-title in relation to the value of the newly-produced personal property to the value of the objects delivered by us and subsequently processed and transformed. The basis for calculation of the value shall be that of the delivered objects at the time of the processing.

b) Sections 1 and 2 letters b) and c) shall apply accordingly.

c) Subject to postponement by the occurrence of the conditions described under Section 1 letters a) to c), the transfer of title in the newly-produced personal property is agreed in relation to the customer.

4. The customer shall without delay notify us in the event that the object subject to retention of title is accessed by third parties or transferred to another place and shall make available to us all information and documentation. Any resulting costs shall be borne by the customer. The same shall apply in the event of damage to or the destruction of the object.

5. In case of delay the right to claim back the object under Sections 1 and 3 shall exist. The right to claim back shall not be a termination of contract insofar as § 503 Section 2 of the German Civil Code does not apply.

XII.
Returns

Returns shall only be accepted in case of a clear statement of agreement and if the property is not damaged. The return transport shall be free of freight and always at the risk of the returning party even in the event of collection by us. Any credit note shall be based on the value of the invoice minus the costs incurred by us and any loss in value but in no case less than 10 % of the invoice amount.

Any returns under a value of EURO 50 shall not be credited. Any deductions of reductions or retention of payment on the basis of returned goods without a prior issuing of a credit note shall not be recognised by us.

XIII.
Place of Performance and Jurisdiction, Applicable Law

The place of performance and the sole place of jurisdiction in relation to all performance claims and duties shall be our seat or the place of the court responsible for us. We may also issue proceedings against the customer at its general place of jurisdiction.

All legal relationships arising from and in connection with the formation, carrying out or performance of a contract and our legal relationships shall be determined by the Law of the Federal Republic of Germany applicable at the time of the entering into the contract to the exclusion of the provisions of the Hague Convention on the International Sale of Goods and the Uncitral Convention. This shall also apply to any matter of form.

XIV.
Severance Clause

In the event that any of the above provisions is or becomes ineffective, the remaining provisions shall continue to be effective. The parties agree that any ineffective provision shall be replaced by an effective provision which is reasonable to both parties.

Stand: 01.12.2011