Imprint

Position as per: January 1, 2002

I. General provisions

1. These General Terms and Conditions of Trade apply to all - including future - deliveries and services (hereinafter: Deliveries). General terms and conditions of the buyer are applicable only in so far as the supplier or service provider (hereinafter: Supplier) has given his explicit written agreement to them.

2. Offers are without engagement in all cases. They do not become legally valid until confirmed in writing by the Supplier, and they remain binding for a period of three months, calculated from the date of confirmation. The legal validity of all agreements, including supplementary agreements, other undertakings or subsequent modifications to the contract, is subject to written confirmation by the Supplier. Attached declarations by manufacturers are part of the legal agreement.

3. The Supplier retains without restriction his utilization rights arising from his title and proprietary rights with respect to estimates, drawings and other documents (hereinafter: Documents). The Documents must not be made accessible to third parties except with the prior consent of the Supplier and are to be returned to him on request without delay if the order is not placed with the Supplier. Sentences 1 and 2 apply analogously to documents belonging to the buyer; however, these may be made accessible to those third parties to whom the Supplier has permissibly assigned deliveries.

4. With respect to standard software, the buyer has the non-exclusive right of utilization with the agreed performance characteristics in unchanged form on the agreed devices. The buyer is authorized to produce a backup copy without explicit agreement.

5. Delivery by instalments is permissible in so far as this does not constitute an unreasonable demand for the buyer.

II. Prices and terms of payment

1. The prices are calculated ex works exclusive of packaging plus VAT at the respective legally valid rate.

2. If the Supplier has taken on the assembly or installation and if no agreement has been made to the contrary, the buyer bears in addition to the agreed payment all subsidiary costs involved, such as travelling expenses, costs of transporting tools and personal baggage, as well as field allowances.

3. Payments are to be made free to the paying agent of the Supplier.

4. The buyer can offset only such claims as are undisputed or have been legally validated.

5. If the buyer defaults in payment of an invoice, any further invoices issued - irrespective of their date of issue - are due for payment immediately.

III. Retention of title

1. The objects of the Deliveries (goods sold subject to retention of title) remain the property of the Supplier until fulfilment of all claims due to him against the buyer from the business relationship. In the event of the value of all security rights due to the Supplier exceeding the level of all secured claims by more than 20 %, the Supplier will, at the request of the buyer, release a corresponding part of the security rights.

2. As long as the retention of title is extant, the buyer is barred from pledging or assignment as security, and resale is permitted only to resellers in customary business transactions and only on condition that the reseller receives payment from his customer or makes the reservation that the title is not transferred to the customer until he has fulfilled his payment commitments.

3.a If the buyer resells goods sold subject to retention of title, he assigns to the Supplier even now his future claims from the resale against his customers with all subsidiary rights - inclusive of any balance claims - as security without any subsequent special declarations being required. If the goods sold subject to retention of title are resold together with other objects without an individual price having been agreed for the goods sold subject to retention of title, the buyer assigns to the Supplier with priority over the other claims that part of the total asking price corresponding to the price of the goods sold subject to retention of title invoiced by the Supplier.

3.b In the event of a justified interest being substantiated, the buyer shall give the Supplier the information required for assertion of his claims against the customer and to hand over the required documents.

3.c Pending revocation, the buyer is authorized to collect the assigned claims arising from the resale. In the presence of an important reason, in particular default in payment, suspension of payments, opening of insolvency proceedings, or protest of a bill of exchange, or of comparable well-founded evidence suggesting that the buyer is insolvent, the Supplier is entitled to revoke the authorization for collection by the buyer. In addition, the Supplier can, after a prior warning of notifying the debtor of the assignment or of utilizing the assigned claims subject to observance of an adequate respite, notify the debtor of the assignment, utilize the assigned claims, and demand that the buyer notify the customer of the assignment.

4.a The buyer is authorized to process or to transform the goods sold subject to retention of title or to amalgamate them with other objects. The processing, transforming or amalgamating is done on behalf of the Supplier. The buyer shall safeguard the new item for the Supplier with the due care of a responsible businessman. The processed, transformed or amalgamated item is classified under goods subject to retention of title.

4.b In the event of processing, transforming or amalgamating with other objects not belonging to the Supplier, the Supplier is entitled to co-ownership in the new item at the level of the ratio of the value of the processed, transformed or amalgamated goods subject to retention of title to the value of the other processed goods at the time of the processing, transforming or amalgamating. If the buyer acquires sole ownership of the new item, the Supplier and buyer agree that the buyer shall grant to the Supplier co-ownership of the new item resulting from processing, transforming or amalgamating in the ratio of the value of the processed, transformed or amalgamated goods to the other processed, transformed or amalgamated goods at the time of the processing, transforming or amalgamating.

4.c In the event of the new item being sold, the buyer herewith assigns to the Supplier his claim from the resale against the customer with all subsidiary rights as security, without any further special declarations being required. The assignment is, however, valid only at the level of the sum corresponding to the value of the processed, transformed or amalgamated goods invoiced by the Supplier. The part of the claim assigned to the Supplier is to be satisfied with priority. With respect to the collection authorization and to the preconditions for their revocation, point 3.c applies analogously.

4.d If the goods sold subject to retention of title are amalgamated with real estate or movable items, the buyer also assigns to the Supplier, without any further special explanations being required, the claim due to him as reimbursement for the amalgamating, with all auxiliary rights, as security at the level of the ratio of the value of the amalgamated goods sold subject to retention of title to the other amalgamated goods at the time of the amalgamating.

5. In the event of pledging, confiscation or other restraints or interventions by third parties, the buyer shall notify the Supplier without delay.

6. In the event of the buyer infringing his duties, in particular in cases of default in payment, the Supplier is entitled to withdrawal and revocation; the buyer is obliged to surrender possession. The revocation or assertion of the retention of title requires no termination on the part of the Supplier; these actions or any pledging of the goods sold subject to retention of title by the Supplier do not constitute termination of the contract unless the Supplier has explicitly declared this.

IV. Delivery times; default

1. The observance of delivery times is subject to the punctual receipt of all documents, requisite licences and releases to be submitted by the buyer, in particular of plans, and to observance of the agreed terms of payment and other commitments by the buyer. If these preconditions are not met punctually, the times are extended accordingly; this does not apply when the Supplier is responsible for the delay.

2. If the non-observance of the delivery times is due to unforeseeable events which affect the Supplier or his subcontractors and which could not be averted by the Supplier even with the care to be reasonably expected in the circumstances of the case (e.g. mobilization, armed conflict, riot, force majeure, accidents, other breakdowns, or delays in the delivery of essential consumables or primary materials), the delivery times are extended accordingly.

3. In the event of the Supplier defaulting, the buyer can - subject to satisfactory evidence that he has suffered damage as a result of this - demand 0.5 % compensation for each full week of the default, but not more in total than 5 % of the price, for that part of the deliveries which could not be put to appropriate use on account of the default.

4. Both compensation claims by the buyer on account of delayed delivery and compensation claims in lieu of performance extending beyond the limits specified in point 3 are precluded in all cases of delayed delivery, even after expiry of a deadline that may have been set for the Supplier. This does not apply in so far as there is compulsory liability in cases of wilful intent or of gross negligence or for injury to life, to the body or to health; a change in the onus of proof to the detriment of the buyer is not associated with this. The buyer can terminate the contract within the framework of the legal provisions only in so far as the delay in delivery is the responsibility of the Supplier.

5. At the request of the Supplier, the buyer is under obligation to declare within a reasonable time whether he terminates the contract and/or demands compensation in lieu of performance on account of the delayed delivery or insists on the delivery.

6. A right on the part of the buyer or Supplier to termination extends on principle only to that part of the contract not yet fulfilled. If the partial deliveries already executed are unserviceable to the buyer, he is entitled to terminate the entire contract.

7. If shipment or delivery is delayed by more than one month at the request of the buyer after notification that the goods are ready for shipment, warehouse fees amounting to 0.5 % of the price of the objects constituting the delivery, but totalling not more than 5 %, can be charged to the buyer for each month or part thereof. Proof of higher or lower storage costs can be furnished at the discretion of the parties to the contract.

V. Passing of risk

1. Even when delivery is carriage paid, the risk is passed to the buyer as follows:

a) for deliveries without assembly or installation, when they are shipped or collected. At the request and cost of the buyer, deliveries are insured by the Supplier against the customary risks of transport;

b) for deliveries with assembly or installation, on the date of acceptance at the buyer's own business premises or - subject to agreement - after a completely successful trial run.

2. If the shipment, the delivery, the start, the execution of assembly or installation, the acceptance at the buyer's own business premises or the trial run is delayed for reasons for which the buyer is responsible or the buyer delays acceptance for other reasons, the risk is passed to the buyer.

VI. Assembly and installation

Unless otherwise agreed in writing, assembly and installation are subject to the following provisions:

1. The buyer shall provide in due time and bear the costs of:

a) all earthworks, construction works and other ancillary works alien to the trade, including the skilled and unskilled workers, materials and tools required for this purpose,

b) the commodities and materials required for installation and commissioning, such as scaffolding, lifting gear and other devices, fuels and lubricants,

c) power and water at the site of utilization, including the connections, heating and lighting,

d) at the installation site for the safekeeping of machine components, apparatuses, materials, tools etc. sufficiently large, appropriate, dry and lockable rooms and, for the installation personnel, adequate working and leisure-time rooms including sanitary installations appropriate to the circumstances; for the rest, the buyer shall, in the interests of protecting the property of the Supplier and of the installation personnel, take at the site those measures which he would take to protect his own property.

e) protective clothing and protective devices needed as a result of special circumstances at the installation site.

2. Prior to the start of the installation works, the buyer shall provide, without being requested to do so, the necessary data on the position of concealed electricity, gas and water lines or similar systems as well as the necessary statistical data.

3. Prior to the start of assembly or installation, the provided materials and objects required for the starting of the work must be at the assembly or installation site, and all preliminary works must be so far advanced prior to erection work that the assembly or installation can be started as agreed and can be executed without interruption. Approach routes and the assembly or installation site must be levelled and cleared.

4. If the assembly, installation or commissioning is delayed by circumstances for which the Supplier is not responsible, the buyer shall bear a reasonable proportion of the costs involved in the waiting time and in additionally necessary travel by the Supplier or installation personnel.

5. The buyer shall certify without delay to the Supplier each week the length of the working time of the installation personnel as well as the completion of the assembly, installation or commissioning.

6. If the Supplier demands acceptance of the delivery on completion, this has to be done by the buyer within two weeks. If the buyer fails to do so, acceptance is deemed to have been executed. Acceptance is also deemed to have been executed if the delivery - where relevant after completion of an agreed test phase - has been taken into use.

7. The Supplier is not liable for the works executed by his after-sales service personnel in so far as the works are not associated with the delivery and the assembly or installation or in so far as they are induced by the buyer.

VII. Taking receipt

The buyer is not entitled to refuse to take receipt of deliveries by reason of negligible defects.

VIII. Material defects

The Supplier is liable for material defects as follows:

1. All those parts or services which display a material defect within the limitation period - irrespective of the time for which they have been in service - are to be repaired, replaced or newly performed free of charge at the discretion of the Supplier if their cause was present at the time of the risk being passed.

2. Claims concerning material defects expire by limitation after 12 months. This does not apply in so far as the legal provisions set out in §§ 438, subsection 1, no. 2 (structures and objects for structures), 479, subsection 1 (claim under a right of recourse) and 634a, subsection 1, no. 2 (structural defects) of the German Civil Code [BGB] prescribe longer terms.

3. The buyer shall notify the Supplier without delay of any defects. Rejected parts are to be returned to the Supplier with a defect report attached.

4. When defects are reported, payments by the buyer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The buyer can withhold payments only if a complaint is lodged about whose justification there can be no doubt. If the complaint was lodged unjustifiably, the Supplier is entitled to demand compensation from the buyer for the expenses incurred to him.

5. The Supplier must first always be given the opportunity for subsequent fulfilment within a reasonable time.

6. If the subsequent fulfilment fails, the buyer can - notwithstanding any claims for compensation in accordance with Section XI - terminate the contract or reduce payment.

7. Claims concerning defects are not recognized in cases of negligible deviation from the agreed characteristics, of negligible impairment of the serviceability, of natural wear and tear or damage which is caused after the passing of the risk by faulty or careless handling, excessive stress and strain, inappropriate consumables, defective construction work or unsuitable building land, or which is due to special external influences (e.g. chemical, electrochemical, electrical) which are not implied in the contract, and in cases of non- reproducible software errors. If modifications or repair works are carried out inexpertly by the buyer or by third parties, no claims for these and their consequences will be recognized either.

8. Claims by the buyer relating to expenditure involved in subsequent fulfilment of the contract, in particular costs of transport, travel, work and materials, are precluded in so far as the expenditure is increased because the object of the delivery has subsequently been transferred to a location other than the domicile of the buyer, unless the transfer is in accordance with the designated use.

9. Legal claims under a right of recourse by the buyer against the Supplier are recognized only in so far as the buyer has made with his customer no agreements extending beyond the legal claims arising from defects. The scope of the claim under the right of recourse by the buyer against the Supplier is furthermore subject analogously to point 8.

10. For the rest, claims for compensation are subject to Section XI. Further- reaching claims or claims other than those regulated in this Section VIII filed by the buyer against the Supplier and his vicarious agents on account of a material defect are precluded.

IX. Industrial property rights and copyrights; defects in title

1. Unless otherwise agreed, the Supplier is under obligation to render the delivery free of industrial property rights and copyrights of third parties (hereinafter: Protective Rights) only in the country of the delivery location. If a third party files justified claims against the buyer by reason of the infringement of Protective Rights through contractually utilized deliveries rendered by the Supplier, the Supplier is liable towards the buyer within the term specified in Section VIII, point 2 as follows:

a) The Supplier will, at his discretion and at his expense, either obtain a usufructuary right for the deliveries, modify them in such a way that the Protective Right is not infringed, or replace them. If this is not possible for the Supplier under reasonable conditions, the buyer is entitled to the statutory rights of rescission or redhibition.

b) The duty of the Supplier to pay compensation conforms with Section XI.

c) The above-stated commitments of the Supplier are applicable only in so far as the buyer notifies the Supplier without delay of claims asserted by third parties, refrains from recognizing an infringement, and the Supplier retains the right to all defensive measures and conciliatory negotiations. If the buyer suspends utilization of the delivery for loss minimization or other important reasons, he is under obligation to notify the third party that no recognition of an infringement of a Protective Right is implicit in the suspension.

2. Claims on the part of the buyer are precluded in so far as he is responsible for the infringement of the Protective Right.

3. Claims on the part of the buyer are moreover precluded in so far as the infringement of the Protective Right is caused by specific instructions given by the buyer, by an application not.

4. In the event of Protective Rights being infringed, claims on the part of the buyer regulated in point 1 a) are subject to the provisions of Section VIII, points 4, 5 and 9.

5. In the presence of any other defects in title, the provisions of Section VIII are valid accordingly.

6. Further-reaching claims or claims other than those regulated in this Section IX filed by the buyer against the Supplier and his vicarious agents on account of a defect in title are precluded.

X. Impossibility; adaptation of the contract

1. If delivery is impossible, the buyer is entitled to demand compensation unless the Supplier is not responsible for the impossibility. However, the compensation claimed by the buyer is limited to 10 % of the value of that part of the delivery that cannot be put into expedient service on account of the impossibility. This restriction does not apply in so far as there is compulsory liability in cases of wilful intent or of gross negligence or for injury to life, to the body or to health; a change in the onus of proof to the detriment of the buyer is not associated with this. The right of the buyer to terminate the contract remains unaffected.

2. In so far as unforeseeable events in terms of Section IV, point 2 change the economic significance or the content of the delivery substantially or have a substantial impact on the operations of the Supplier, the contract will be adequately adapted in good faith. In so far as this cannot be reasonably demanded from economic aspects, the Supplier has the right to terminate the contract. If he wishes to avail himself of this right of termination, he has to notify the buyer of this immediately on recognizing the implications of the event, even if an extended delivery time was initially agreed with the buyer.

XI. Other claims for compensation

1. Claims filed by the buyer for compensation and for refunds (hereinafter: Compensation Claims) on any legal grounds whatsoever, in particular for infringement of duties arising from the debt obligation and from unauthorized action, are precluded.

2. This does not apply in so far as there is compulsory liability, e.g. in accordance with product liability legislation, in cases of wilful intent or gross negligence, for injury to life, to the body or to health, or for the infringement of essential contractual commitments. The claim for compensation for the infringement of essential contractual commitments is, however, limited to contract-typical, foreseeable damage unless it is a matter of wilful intent or gross negligence or unless liability is assumed for injury to life, to the body or to health. A change in the onus of proof to the detriment of the buyer is not associated with the above rulings.

3. In so far as the buyer is entitled to claims for compensation in accordance with this Section XI, these claims expire by limitation on expiry of the limitation period for claims for material defects set out in Section VIII, point 2.

XII. Place of jurisdiction and applicable law

1. If the buyer is a businessman, the sole place of jurisdiction for any legal disputes arising directly or indirectly out of the contractual relationship is the domicile of the Supplier. The Supplier is, however, also entitled to institute legal proceedings at the domicile of the buyer.

2. The legal relationships in the context of this contract are subject to German substantive law to the exclusion of the United Nations convention on contracts relating to international trading.

XIII. Validity of the contract

Even in the event of any individual provisions being legally invalid, the remaining parts of the contract retain their validity. This does not apply if adherence to the contract would constitute unreasonable hardship for one of the parties to the contract.