Lenord + Bauer

Position as per: March 1, 2005

Clause 1 - General - Scope of Application

(1) Only our Terms and Conditions of Purchase shall apply to any legal relationship between ourselves and any supplier. We shall not recognize any conditions of the supplier which conflict with, deviate from or supplement our Terms and Conditions of Purchase unless we have given our express consent in writing to their application. Our Terms and Conditions of Purchase shall also apply if we accept a delivery by the supplier without reservation despite being aware of conditions of the supplier which conflict with or deviate from our Terms and Conditions of Purchase.

(2) All agreements made between us and the supplier for the purposes of implementing this agreement and any side agreements, amendments, termination, rescission or cancellation of the agreement are required to be in writing. This shall also apply to the waiver or amendment of the requirement of written form.

(3) Our Terms and Conditions of Purchase shall only apply in relation to the persons mentioned in Paragraph 310(1) 1st sentence German Civil Code (BGB) ("entrepreneuers" ("Unternehmer") within the meaning of Paragraph 14 German Civil Code (BGB), legal entities under public law ("juristische Personen des öffentlichen Rechts") and bodies or funds under public law ("öffentlich-rechtliche Sondervermögen")).

(4) Our Terms and Conditions of Purchase shall apply as amended from time to time, also to all future transactions between us and the supplier.

Clause 2 - Offer - Offer Documents

(1) The supplier is obliged to accept our order within a deadline of two weeks. A contract with us shall be considered to have been concluded only if the supplier confirms our order without reservation.

(2) We reserve all title rights, copyrights and other rights of use in all samples, drafts, figures, drawings, calculations and other documents provided to the supplier by us or at our instigation in connection with the offer. They may not be made accessible to third parties without our express written consent. They must be used solely for the purposes of the manufacture based on our order. Once the order has been processed they and any other information relating to said order must be kept secret and, following our written request, must be destroyed together with any copies made thereof or sent back to us.

(3) If the supplier prepares special engineering drawings on the basis of our order, said documents must be transmitted to us for inspection and approval prior to commencing manufacture. Our warranty rights shall remain unaffected by any approval of the engineering calculations or samples submitted.

(4) A contract entered into with the supplier may be subcontracted to a third party only with our express written consent.

Clause 3 - Prices - Payment Terms

(1) The price stated in our order is binding. The prices stated by us are in euros carriage paid including customs duties, freight, transportation insurances etc. and inner and outer packaging.

Upon our request, the supplier shall be obliged to take back the packaging at its cost and risk in accordance with the Regulation on avoiding packaging waste ("Packaging Regulation") as applicable from time to time. Title to the packaging shall not pass to us unless expressly agreed in writing.

(2) We can only process invoices if they state the order and materials number stated in our order. The supplier shall be responsible for all consequences which arise because of any failure to comply with this obligation unless the supplier can prove a lack of fault on its part.

(3) Unless otherwise agreed in writing, we shall pay the invoice sum - subject to subsequent inspection -

a) within 14 days with a 3 % cash discount or
b) within 30 days net free of any discount

calculated as of full delivery and receipt of the invoice in accordance with Clause 3(2).

(4) The date of our receipt stamp shall be authoritative for the date of receipt.

(5) We shall be entitled to rights of set off and rights of retention to the statutory extent.

Clause 4 - Delivery Period

(1) The delivery period stated in the order shall be binding.

(2) The supplier is obliged to notify us promptly in writing if circumstances arise or become apparent to it, which mean that the agreed delivery period cannot be met. The supplier must inform us of the reasons for the delay in delivery and of its expected duration.

(3) In the event of a delay in delivery we shall be entitled to the statutory rights. We shall particularly be entitled to demand damages in lieu of performance or to rescind the agreement following the expiry of a reasonable grace period to no avail. If the supplier has rendered only part of a performance owed we can only demand damages in lieu of performance if we have no interest in the part performance rendered. If we demand damages the supplier shall have the right to prove that it is not responsible for the breach of duty.

(4) The supplier warrants that it is able to subsequently deliver the goods ordered by us or corresponding replacement parts for a period of five years following delivery.

Clause 5 - Delivery - The Passing of Risk - Documents

(1) Unless otherwise agreed in writing, the delivery must be effected carriage paid. The supplier shall be entitled to make part deliveries only on the basis of a special agreement. Part deliveries must be marked as such.

(2) The supplier is obliged to state our order number and materials number, order date, quantities and weights as well as the kind of packaging in addition to the article designation in full on all dispatch papers and delivery notes. If the supplier fails to do this, delays in processing will be unavoidable and we shall not be responsible for any such delays.

(3) We shall bear the costs of insurances only if this is agreed with us in writing in advance. In no event shall any insurance exempt the supplier from its personal liability towards us.

Clause 6 - Inspection for Defects - Liability for Defects

(1) We shall be obliged to inspect the goods within a reasonable period for any deviations in quality and quantity. Any complaint shall be in due time, provided it is received by the supplier within a period of three weeks, calculated as of receipt of the goods or, in the case of hidden defects, as of discovery thereof.

(2) We shall be entitled to the full statutory rights in the event of any liability for defects. We shall be entitled to demand, at our option, removal of the defect or a substitute delivery by the supplier. The removal of a defect or substitute delivery must, at our option, be made either at our offices or on site where the goods are intended to be used. The supplier is obliged to bear all of the expenses required for the purposes of removing the defect or making a substitute delivery. We expressly reserve the right to damages, particularly damages in lieu of performance.

(3) Subsequent delivery by the supplier shall in all cases be deemed to have failed after the first failed - even if only partly failed - attempt. We shall be entitled to remove the defect ourselves at the supplier's cost if there is impending danger or there is particular urgency.

(4) The costs to be borne by the supplier in removing defects also include any expense for packaging, freight and delivery, the work expended for dismantling and installing, travel costs and carrying out the removal of the defect at our offices or on site where the goods are intended to be used.

(5) Our claims for defects shall be time-barred within two years as of the passing of risk or, if the suppliers' products are to be installed on site where the goods are intended to be used, when the installation work is accepted unless the statutory limitation period is longer. If the supplier checks the presence of a defect or its removal with our consent the running of time for the purposes of limitation shall be suspended for as long as until the supplier informs us of the result of its check or declares that the defect has been removed or the supplier finally and absolutely refuses to continue with the removal. In the event of a repair or the exchange of defective individual parts by the supplier the warranty period shall commence anew for said parts.

(6) The supplier guarantees careful and proper performance of the agreement, in particular compliance with the accident prevention regulations, the specifications stipulated by us (e.g. technical delivery specifications) and our other rules and regulations on workmanship in accordance with the accepted state of the art, as well as the quality and suitability of the delivery in terms of materials, construction and workmanship and of the documents pertaining to the delivery (drawings, plans and suchlike).

(7) In any case, the supplier shall be accountable, even without fault, for any drawings and performance which it may have procured from third parties as though they were deliveries or performance by the supplier itself. This shall particularly apply with regard to defects.

(8) The supplier shall indemnify us against all claims by our own customers which our customers assert on the basis of advertising statements by the supplier, a supplier of the supplier (as the producer within the meaning of Paragraph 4(1) or (2) of the German Product Liability Act (Produkthaftungsgesetz)) or of an agent of one of the aforesaid and which would not exist or would not exist in that nature or amount without the advertising statement. This provision shall apply regardless of whether the advertising statement is made before or after the delivery contract is concluded.

Clause 7 - Product Liability - Indemnity

(1) To the extent the supplier is responsible for damage caused by a product, it shall insofar be obliged to indemnify us upon first demand against any claims for damages by third parties if the cause lies within its sphere of control and organizational sphere and it is itself liable in relation towards third parties.

(2) Under the liability pursuant to sub-clause (1) the supplier shall also be obliged to reimburse any expenses resulting from or in connection with any recall action carried out by us in accordance with Paragraphs 683, 670 German Civil Code (BGB) and in accordance with Paragraphs 830, 840, 426 German Civil Code (BGB). As far as possible and reasonable we shall notify the supplier of the content and extent of the recall measures to be taken and shall give the supplier an opportunity to comment. Other statutory rights shall remain unaffected.

(3) The supplier undertakes to maintain insurance against product liability with cover of € 5 million per case of personal injury/damage to property as a blanket policy. If we are entitled to more extensive claims for damages, said rights shall remain unaffected.

Clause 8 - Intellectual Property Rights

(1) The supplier guarantees that no rights of third parties are infringed in connection with its delivery.

(2) If a third party asserts any claims against us because of an infringement of his rights, the supplier shall be obliged to indemnify us against said claims upon first written demand. We shall not be entitled to enter into any agreements whatsoever with the third party, in particular not to conclude a settlement - without the supplier's consent.

(3) The supplier's indemnity obligation relates to all expenses necessarily accrued by us out of or in connection with the recourse claimed by a third party.

(4) The limitation period for claims under this provision shall be ten years calculated as of conclusion of the agreement.

Clause 9 - Reservation of Title - Provision of Materials - Tools - Secrecy

(1) To the extent we provide the supplier with parts, materials or other working implements or aids, we reserve title thereto. Any processing or transformation by the supplier shall be done solely in our name and interest. If our reserved goods are processed or transformed together with other property not belonging to us, we shall acquire co-ownership of the new product in the proportion of the value of our reserved goods (cost price plus value added tax) to the other goods at the time of processing or transformation.

(2) If our reserved goods are inseparably blended, mixed or combined with other goods not belonging to us we shall acquire co-ownership of the unified product thereby created in the proportion of the value of our reserved goods (cost price plus value added tax) to the other goods at the time of blending, mixing or combining. If the blending, mixing or combining is such that the supplier's product is considered to be the main thing, then it shall be deemed to be agreed that the supplier transfers co-ownership to us pro rata. The supplier shall look after the sole ownership or co-ownership for us.

(3) We reserve title to tools. The supplier shall be obliged to use the tools solely for manufacturing the goods ordered by us. The supplier shall be obliged to insure the tools belonging to us against fire, water damage and theft at replacement value and at its own cost. At the same time the supplier assigns all of its claims for compensation under said insurance to us now already. We hereby accept said assignment. The supplier shall be obliged to carry out any service or inspection work on our tools that may be necessary as well as all maintenance and repair work at its own cost and in a timely manner. The supplier must report any faults to us immediately. If the supplier fails to do this either willfully or negligently we reserve the right to claim damages.

(4) Copies of any materials provided or tools may only be made with our prior written consent. The copies shall become our property as soon as they are made.

(5) The supplier shall have no right of retention for no matter what reason in the materials provided and tools.

(6) The supplier is obliged to keep all figures, drawings, calculations and other documents and information received strictly confidential. They may be disclosed to third parties only with our express consent. The obligation of secrecy shall also apply after this agreement has been processed. It shall not expire until and insofar as the production know-how contained in the figures, drawings, calculations and other documents provided is in the public domain.

(7) Insofar as the security rights to which we are entitled pursuant to sub-clause (1) and/or sub-clause (2) exceeds the cost price of all of our reserved goods which have not yet been paid for by more than 10% we shall be obliged to release the security rights at our option upon the supplier's demand.

Clause 10 - Miscellaneous

(1) We operate a quality management system in accordance with DIN EN 9001 and select our suppliers according to quality aspects. We are furthermore continuously assessing suppliers. The supplier is aware that for this purpose we automatically process personal data and quality-related data regarding the supplier. We undertake to comply with the relevant data protection rules and regulations.

(2) The place of jurisdiction for all legal relationships between us and our supplier shall be our company's registered office (seat) unless a different place of jurisdiction is prescribed by statute as mandatory. However, we shall also be entitled to sue the supplier at the court which has local jurisdiction over the supplier.

(3) Unless otherwise provided by the order confirmation our company's registered office (seat) shall also be the place of performance.

(4) In the event that one or more provisions of these General Terms and Conditions of Purchase is void, the validity of the remaining provisions shall not be affected thereby.

(5) The relationships between us and the supplier shall be governed exclusively by the law of the Federal Republic of Germany.