I. General
These Terms and Conditions of Purchase shall apply exclusively to all our purchase orders and contracts. Any deviating terms and conditions of sale imposed by the Supplier shall only be accepted if confirmed by us in writing. The unreserved acceptance of deliveries and services or the payment of any such deliveries and services shall not be construed as a confirmation of the supplier‘s terms and conditions of sale.

II. Purchase order / order confirmation
1. Our purchase orders are placed in writing. They shall be valid without a signature provided reference to this effect has been made on the purchase order form. The Supplier shall accept the purchase order in its original form within a period of two weeks. We are entitled to cancel the order after this period has expired. All terms and conditions, specifications, standards and other documents enclosed, or specified in the purchase order are an integral part of the purchase order. The Supplier shall treat the purchase order as a trade secret and must ensure its confidentiality. The Supplier shall be liable for all and any damages inflicted on us arising from the violation of this obligation.

2. Master agreement
Should a written master agreement exist with the Supplier for the delivery of certain products, no confirmation shall be provided for the purchase or release of orders for such products. An individual order within a master agreement shall become effective, if the supplier does not object to it within 5 working days after having received the order. An order confirmation deviating from the original purchase order shall only become effective upon our written confirmation. Release orders which meet the agreed delivery schedule need not be confirmed.

III. Modifications to the delivery items
Should we request a modification to the delivery items, the Supplier shall immediately notify us in writing about any associated price increases or reductions or consequences for the delivery period, and provide documentary evidence thereof.

IV. Force majeure
We shall be entitled to cancel the purchase order should production be suspended due to unavoidable occurrences or circumstances (such as Acts of God or industrial action); in the event of any other obstacles beyond our reasonable control that prevent us from accepting deliveries, the delivery and payment periods shall be extended by the duration of this delay

V. Delivery period
The agreed delivery dates and periods are binding. The Supplier is deemed to be in default without notice being given if found to be responsible for not meeting the delivery dates and/or periods. The Supplier shall notify us immediately of any foreseeable delays to the delivery. In the event of an undue delay in delivery we shall be entitled to all statutory claims. Extra costs, especially for the purchase of replacement goods, shall be borne by the Supplier. The unreserved acceptance of a delayed delivery shall not be construed as a waiver of damage claims

VI. Delivery
All shipping documents shall be completed with the data specified by us and must in particular contain the purchase order number, article ID, country of origin of the ordered item, the dimensions as well as the number of units and the weight per item. The costs incurred as a result of a failure to comply with our shipping instructions shall be borne by the Supplier. With respect to the number of items, weight and dimensions, the measurements made by incoming goods inspection at our company shall be decisive, unless proof is otherwise furnished. Unless agreed otherwise in writing, all deliveries shall be made free of charge. Partial deliveries require our prior approval and must be indicated as such in the shipping documents. The deliveries shall be dispatched properly and reasonably packaged in accordance with the general instructions of the haulage and shipping industry. The Supplier shall bear all freight insurance and packaging costs. In the event that the German Packaging Directive requires the Supplier to take the used packaging back, the Supplier shall bear the associated shipping and recycling costs.

VII. Invoice and payment
The supplier shall submit the invoice for each delivery or service separately from the actual delivery made. The wording of invoice shall be identical with the information given in the purchase order and the delivery note, and must contain our purchase order number and the delivery date. The exact name of our department issuing the order and the order date shall be stated. Invoices not containing these data will be returned so that a right of payment is not constituted. The payment period begins on the first working day after the day when a proper and auditable invoice was received or when the goods were received or the service was rendered, whichever is later. Unless otherwise agreed with the Supplier in writing, the payment shall be effected within 14 days of having received the goods or the invoice, with a discount of 3 % being deducted, or within 30 days without a discount, in each case on the 15th and 30th day of the following month after delivery, and according to the payment method of our choice. We reserve the right to make payments by check and the right to make a counterclaim should an effective set-off apply. In the case of incorrect deliveries, we are entitled to withhold the payment until the delivery has been properly performed. The right to claim discounts, concessions and similar allowances shall not be affected.

VIII. Warranty, warranty period and material defects
The Supplier shall warrant that the delivery item is free from material and legal defects and conforms to contractually agreed conditions. We shall be entitled to inspect the goods and carry out approved random checks during the course of our regular business activities. The Supplier shall waive the plea of delayed notification of the complaint if the Supplier is immediately notified in writing about any defects that were discovered during the above procedure or if the Supplier is notified about hidden defects immediately after their discovery. Unless otherwise agreed in writing, the warranty period for the delivery item shall be 12 months from the date on which the transfer of risk took place. If the delivery item becomes faulty or defective during the warranty period, the Supplier shall either remedy these defects or faults or provide a replacement item free of charge at our discretion, after being duly notified in writing and given a reasonable time in which to do so. In urgent cases and in order to ward off unreasonable damage we shall be entitled to remedy the defect or fault ourselves, or to have the fault or defect remedy by third parties, and to demand the reimbursement of the costs incurred. The same shall apply when the Supplier has not remedied the defect or fault by the time a reasonable period set in our written notification has expired.
If the delivery item cannot be used, partly or wholly, while being reworked or replaced, the warranty period shall be extended by the duration of the period in which the item was unavailable for use. If the Supplier has failed to remedy the defect or fault after two attempts, we shall be entitled to either cancel the contract or reduce the purchase price at our discretion, after having duly notified the Supplier in writing. Moreover, we shall also be entitled to claim damages or the reimbursement of the expense for our efforts made in vain.

IX. Product liability
Should a customer or a third party assert a claim for product liability against us, the Supplier undertakes to indemnify us against any such claims if and to such an extent as the damage has been caused by a defect in the product delivered by the Supplier. In such cases, the Supplier shall bear all and any costs and expenses, including the legal expenses and the costs for the recall. We shall agree the details and the scope of such a recall with the Supplier where this is both possible and reasonable. Otherwise statutory requirements shall apply.

X. Copyright
The supplier shall ensure that no third party copyrights are infringed in connection with his delivery. Should third parties assert claims for the violation of such copyrights against us, the supplier shall indemnify us against any such claims and bear all necessary expenses in connection with this claim.

XI. Documents, models, secrecy
Any documents, data, data processing information, software and objects (e.g. samples, models etc.) which were provided by us to the Supplier to enable him to carry out the order remain our property. They must neither be used for other purposes nor reproduced nor made available to third parties without our written approval. Products manufactured with the help of our property, on the basis of our specifications or with a considerable involvement on our part during their development must not be supplied to third parties without our written approval.

XII. Governing law
These Standard Terms and Conditions of Purchase shall be governed by the laws of Germany excluding the UN Convention on the International Sale of Goods.

XIII. Miscellaneous
1. These Standard Terms and Conditions of Purchase shall be governed by the laws of Germany excluding the UN Convention on the International Sale of Goods.

2. Contracts for works and services (Werkvertrag), work performance contracts (Werklieferunsgvertrag) and similar contracts shall also apply to these Standard Terms and Conditions.

3. If one provision of these Standard Terms and Conditions of Purchase is or shall become ineffective, this will not affect the validity of other provisions. The parties shall agree upon a provision to replace the ineffective provision that reflects as closely as possible the intent of the previous provision.

4. The place of jurisdiction for all and any disputes directly or indirectly arising from this agreement, also for collection proceedings is our registered office. However, we are also entitled to choose an alternative place of jurisdiction.

5. The place of performance for the services to be rendered by both parties is Oberndorf -Aistaig.

This version: July 2006