General Terms of Sale and Delivery (GTSD)

I . General provisions

2. The GTSD are applicable exclusively. Any deviating, conflicting or supplemen-tary general business conditions of the buyer shall become an integral part of the contract only if and insofar as the supplier has expressly approved the valid-ity thereof in writing. All agreements in connection with planned or already concluded business transactions must be in writing to become effective. Under-takings and collateral agreements with the supplier must be confirmed in writing to become effective.

3. The supplier reserves its rights of exploitation under property rights and copy-rights to cost estimates, drawings and other documents without restriction. The documents may only be made accessible to third parties after the prior approval of the supplier and, if the order is not placed with the supplier, shall be returned to it upon demand without delay. Sentences 1 and 2 apply analogously to docu-ments of the buyer; however, these may be made accessible to third parties to whom the supplier was permitted to entrust deliveries.

4. Partial deliveries are permitted if these can be reasonably expected of the buyer.

II. Offers

1. Offers are submitted without obligation, subject to the possibility of delivery, and are not binding regarding the delivery time and delivery quantity.

2. When the buyer places an order for the goods, this is considered to be a binding offer to enter into a contract, unless otherwise stated in the purchase order or other agreements.

III. Prices and terms of payment

1. Prices are ex works excluding packaging plus the currently applicable value-added tax, unless otherwise agreed in writing.

2. The invoices of the supplier are payable within 10 days at 2% discount or within 30 days (due date) net without deduction after receipt of the invoice. Once the period allowed for payment above lapses, the buyer has fallen into arrears. Interest is payable on the price during the delay at the currently applicable statutory rate of interest on payments in arrears. The supplier reserves the right to claim further damage caused by the delay.

3. The buyer can only offset counterclaims which are uncontested or have been le-gally established.

IV. Reservation of ownership

1. Until payment in full of all current and future receivables of the supplier under the contract and current business relations (secured receivables) the supplier re-serves ownership of the goods sold. Insofar as the value of all the security inter-est to which the supplier is entitled exceeds the amount of all secured claims by more than 10%, the supplier shall release a part of the security interest upon re-quest by the buyer.

2. While the reservation of ownership exists, the buyer is prohibited from giving notice of the imminent attachment of a debt or collateral assignment and permits resale only to resellers in the ordinary course of business and only on the condi-tion that the reseller receives payment from its customer or makes the reserva-tion that ownership passes to the customer only once it has met its payment ob-ligations.

3. The buyer must immediately notify the supplier in case of any attachments or seizures of property or other disposals or interference by third parties.

4. In case of any breach of duty by the buyer, particularly in case of a delay in payment, the supplier is entitled to withdraw and take back the goods after the expiry in vain of a reasonable period set for the buyer to render perform-ance/payment. This is without prejudice to the legal provisions on the dispensa-bility of setting a period. The buyer is obliged to surrender the goods.

V. Periods for deliveries; delay

1. Compliance with periods for deliveries requires the punctual receipt of all documents, the necessary permits and approvals to be provided by the buyer as well as compliance with the agreed terms of payment and other obligations by the buyer. If these requirements are not met in due time, the periods shall be ex-tended to a reasonable extent; this does not apply if the supplier is responsible for the delay.

2. If any non-compliance with periods is attributable to force majeure, e.g. mobili-zation, war, riots or similar events, e.g. strikes, lockout, the periods shall like-wise be extended by a reasonable period.

3. If the supplier is in delay and the buyer substantiates by prima facie evidence that it has suffered damage as a result thereof, the buyer can demand compensa-tion for each completed week of delay of 0.5% each time, however a maximum of 5% of the price in total, for the part of the deliveries which was unable to be put into operation effectively due to the delay. The supplier shall be at liberty to furnish proof of less damage.

4. Both the claims for damages of the buyer for delay in delivery and claims for damages instead of performance which exceed the limits named in No. 3 are ex-cluded in each case of delayed delivery, even after the lapse of any period set for the supplier for delivery. This does not apply if liability is imperative in case of intent, gross negligence or due to death, injury or an impairment to health. The buyer may only rescind the contract in compliance with legal provisions if the supplier is responsible for the delay in delivery. The above provisions do not entail a change in the burden of proof to the detriment of the buyer.

5. Upon request by the supplier, the buyer is obliged to declare within a reasonable period whether it will rescind the contract due to the delay in delivery or whether it insists on delivery.

6. If, upon request by the buyer, dispatch and delivery are delayed by more than one month after notification of the readiness for dispatch, the buyer can be charged a storage fee of 0.5% of the price of the items to be delivered, however a maximum of 5% in total, for each month commenced. The parties are at lib-erty to furnish proof of higher or lower storage costs.

VI. Passing of the risk

1. The risk of the accidental loss and the accidental deterioration of the goods passes to the buyer at the latest upon handing over the goods. However, in case of a sales shipment, the risk of the accidental loss and the accidental deteriora-tion of the goods as well as any risk of delay passes upon handing over the goods to the forwarding agent, the freight carrier or any other person designated for execution of the dispatch. Upon request and at the expense of the buyer, de-liveries shall be insured against customary transport risks by the supplier.

VII. Receipt

The buyer may not refuse receipt of deliveries due to insignificant defects.

VIII. Buyer's claims based on defects

1. Legal provisions apply to the rights of the buyer in case of defects of quality and defects of title, unless otherwise provided below.

2. All parts or services/performance which have a defect of quality shall be subse-quently improved, replaced or provided anew free of charge at the option of the supplier within the limitation period - irrespective of the service life - if the cause of the defect already existed at the time when the risk passed.

3. Claims based on a defect of quality become statute-barred after 12 months. This does not apply if the law prescribes longer periods pursuant to Section 438 (1) No. 2 (buildings and things used for buildings), Section 479 (1) (recourse claims) and Section 634 a (1) No. 2 (building defects) of the German Civil Code and in case of death, injury or an impairment to health, in case of an intentional or grossly negligent breach of duty by the supplier and in case of the fraudulent concealment of a defect. This is without prejudice to legal provisions on the suspension of the expiry of a period, suspension of the running of a period and recommencement of the periods.

4. The buyer shall immediately notify the supplier in writing of the defect of qual-ity.

5. If notice of a defect has been given, the buyer may withhold payments to a rea-sonable extent in relation to the defects of quality that have occurred. The buyer may only withhold payments if notice of a defect is given regarding the legi-tamacy of which there can be no doubt. If notice of a defect was given without justification, the supplier is entitled to demand from the buyer that it reimburses the costs incurred in this connection.

6. First of all, the supplier shall be given the opportunity of repairing or replacing the defective goods (hereinafter: "subsequent performance") within a reasonable period.

7. If such subsequent performance fails, the buyer may rescind the contract or re-duce the payment - irrespective of any other claims for damages under Art. XI.

8. Claims based on defects do not exist in case of a merely insignificant deviation from the agreed nature of the goods, in case of a merely insignificant impair-ment of the usability, in case of natural wear and tear or damage which occurs after the risk is passed as a result of faulty or negligent treatment, excessive strain, unsuitable operating resources or which arise on account of special ex-ternal influences unforeseen under the contract. If modifications or repairs are improperly carried out by the buyer or by third parties, claims based on defects are barred for these and for the consequences arising therefrom.

9. Claims of the buyer due to the expenditures required for the purpose of subse-quent performance, in particular costs of transport, infrastructure, labour and materials, are barred if the expenditures increase because the delivery item was subsequently taken to a place other than the business location of the buyer, unless the transfer corresponds to its intended use.

10. The buyer's claims under a right of recourse against the supplier in accordance with Section 478 of the German Civil Code (recourse of the entrepreneur) exist only insofar as the buyer has not made any agreements exceeding the statutory claims based on defects with its customer. For the extent of the buyer's claims under a right of recourse against the supplier in accordance with Section 478 (2) of the German Civil Code, No. 8 also applies analogously.

11. In other respects, Art. XI (other claims for damages) applies to claims for dam-ages. Further claims or claims other than the claims of the buyer specified in this Art. VIII against the supplier and its vicarious agents are barred based on a defect of quality.

12. In case of an arbitration analysis, the Labor Staatl. Materialprüfungsamt Nordr-hein-Westfalen [North Rhine-Westphalian Laboratory State Material Testing Office] in Dortmund is competent. The costs of the arbitration analysis are borne by the losing party.

IX. Industrial property rights and copyrights; defects of title

1. Unless otherwise agreed, the supplier is obliged to make delivery only in the country of the place of delivery free from third-party industrial property rights and copyrights (hereinafter: property rights). If a third party raises legitimate claims against the buyer for the infringement of property rights by the deliveries provided by the supplier used in compliance with the contract, the supplier shall be liable to the buyer within the periods determined in Art. VIII No. 2 as follows:

2. Claims of the buyer are barred, insofar as it is responsible for the infringement of property right(s).

3. Furthermore, claims of the buyer are barred if the infringement of the property right(s) is caused by special requirements of the buyer, by an application unable to be foreseen by the supplier or is caused by the delivery being modified by the buyer or used in conjunction with products not delivered by the supplier.

4. In case of infringements of property rights, the provisions under Art. VIII No. 4, 5 and 9 apply analogously in other respects for the claims of the buyer specified in No. 1 a).

5. In case of any other defects of title the provisions of Art. VIII apply analo-gously.

6. Further claims or claims other than those specified in this Art. IX of the buyer against the supplier and its vicarious agents based on a defect of title are barred.

X. Impossibility; adaptation of contracts

1. Insofar as delivery is impossible, the buyer is entitled to demand damages, unless the supplier is not responsible for the impossibility. However, the buyer's claim for damages is restricted to 10% of the value of that part of the delivery which cannot be put into operation effectively due to the impossibility. This re-striction does not apply if liability is imperative in case of intent, gross negli-gence or due to death, injury or an impairment to health; this does not entail a change in the burden of proof to the detriment of the buyer. The right of the buyer to rescind the contract remains unaffected.

2. If unforeseeable events as defined by Art. V No. 2 substantially alter the com-mercial importance or the content of the delivery or have a substantial effect on the operations of the supplier, the contract shall be reasonably adapted in good faith. If this cannot be commercially justified, the supplier has the right to re-scind the contract. If it intends to exercise this right of rescission, it shall imme-diately notify the buyer thereof after gaining knowledge of the implications of the event, even if an extension of the delivery period was initially agreed with the buyer.

XI. Other claims for damages

1. The supplier is liable for damages - irrespective of the legal grounds - only in case of intent and gross negligence. In addition, we are also liable in case of simple negligence, for damage arising from death, injury or an impairment to health, for damage arising from the breach of an essential contractual duty; in this case, however, our liability is limited to compensation for foreseeable, typical damage. The above limitations of liability do not apply if the supplier has fraudulently concealed a defect or has accepted a warranty for the nature of the goods. The same applies to claims of the buyer based on the Product Liability Act.

2. Due to a breach of duty which does not consist in a defect, the buyer may only rescind or terminate the contract if the supplier is responsible for the breach of duty. A free right of termination of the buyer (in particular pursuant to Sections 651 and 649 of the German Civil Code) is excluded. The rescission or notice of termination must be declared in writing. In other respects, legal requirements and legal consequences apply.

3. If the buyer is entitled to claims for damages under this Art. XI, these become statute-barred upon the expiry of the limitation period applicable for defects of quality in accordance with Art. V III No. 2. In case of claims for damages under on the Product Liability Act, the legal statute of limitation applies.

XII. Place of jurisdiction

1. In the event of any disputes arising directly or indirectly under or in connection with the contract, the courts at the official business location of the supplier have sole jurisdiction and venue if the buyer is a merchant. However, the supplier is also entitled to bring legal action at the official business location of the buyer.

2. The legal relations in connection with this contract are governed by the substan-tive law of the Federal Republic of Germany to the exclusion of the United Na-tions Convention on Contracts for the International Sale of Goods (CISG).

XIII. Binding nature of the contract

The remaining parts of the contract continue to be binding even if individual provi-sions should be legally invalid. This does not apply if adherence to the contract would constitute an unreasonable hardship for one of the parties.

Westfalenzinn J. Jost KG