General Terms and Conditions of Purchase

(April 2005)

1.	Award of contract, divergent conditions
1.1	These General Terms and Conditions of Purchase shall apply to all agreements to which the regulations governing purchase pursuant to the German Civil Code (BGB) and the regulations of the German Commercial Code (HGB) apply. These General Terms and Conditions of Purchase are also effective regarding any future orders. This shall also apply if no express reference in such future orders with our suppliers and customers (hereinafter also referred to as “Seller”) is made by us to the application of these General Terms and Conditions of Purchase. They shall apply in addition to any special terms and conditions agreed in an individual case. Deviating agreements and ancillary agreements must be made in writing. This shall also apply to any change of this written form clause.
1.2	Only those orders that have been placed in writing (including telefax and e-mail) are binding. This also applies to any subsequent ancillary agreements, supplements and/or changes. Seller shall confirm each individual order in writing.
1.3	Our General Terms and Conditions of Purchase apply exclusively; terms and conditions worded differently shall not apply even if they are not expressly rejected by us. Anything to the contrary shall only apply if we expressly approve their application in writing. Our General Terms and Conditions of Purchase also apply if we accept the delivery / service of Seller without reservation and in knowledge of any conflicting terms and conditions or of any terms and conditions deviating from our own. Neither neglected rejection nor payment or acceptance of the goods shall be an approval to the applicability of any other general terms and conditions.
1.4	Over-deliveries shall not lead to an implicit contract amendment; they shall not be compensated separately; Seller is entitled to recall them back at any time at its own cost. At our request, Seller shall be obliged to immediately take back such over-deliveries; in the aforesaid case, Seller shall compensate us with the storage and maintenance costs incurred in the period between receipt of the request to take back and reshipment of the over-delivery. If the delivery/service is a commercial transaction for Seller and if Seller is in delay with reshipment of the over-delivery, we shall also be entitled to sell such over-deliveries at our option in accordance with Section 373 of the German Commercial Code (HGB).
2.	Breach of duty
	The statutory claims regarding any breach of duty shall apply insofar as nothing to the contrary or nothing supplementary is provided hereunder:
2.1	Delay
	2.1.1   The delivery dates and the place of delivery stated in the orders are binding. Unless expressly agreed otherwise in writing, delivery periods shall commence on the order date. 2.1.2 In order to arrange and simplify the preparatory measures which are organizationally necessary (e.g. the creation of storage capacities), Seller shall not be entitled to deviate from the delivery/performance dates and periods specified in the order without our prior written consent. This shall also apply for any delivery/performance prior to maturity. As regards the compliance with the delivery/performance date and period by Seller, the relevant criteria is the receipt of delivery or the rendering of the performance at the place of delivery or performance as specified by us. 2.1.3 Seller shall inform us immediately, stating the reasons, if a delay in the performance/service occurs or may occur or if the performance/service is or may be cancelled (even partially).
2.2	Defective performance/service
	2.2.1   Seller shall ensure (in accordance with Section 276, para. 1 of the German Civil Code) that its deliveries/performances are carried out in accordance with the agreed specifications, the latest state of the art and in a manner customary in the trade and shall carry out a detailed function and quality control prior to delivery. 2.2.2 We inspect the goods at the place of destination within the ordinary course of business. Our reception inspection is restricted to obvious defects. Notices of defect are timely if they are made within 8 working days upon delivery. Payments do not signify a waiver of the right to make such notice of defect. We accept rejected goods only for the account and at the risk of Seller and only store them on Seller’s behalf. 2.2.3 In case of a defective performance, Seller shall also be liable for any damage we incur in the ordinary course of business prior to the processing of goods due to unrecognised defects of the goods supplied. Seller shall indemnify us in this case from all claims for damages of third parties 2.2.4 Seller shall in particular be liable for infringement of any property rights which arise from the contractual use of the good supplied
3.	Compensation and indemnification from third party claims
3.1	We hereby exclude our liability for slightly negligent breaches of duty insofar as these do not relate to major contractual obligations, damages arising from injuries to life, body or health, or warranties or are not based on claims under the German Product Liability Act (Produkthaftungsgesetz). The same shall apply as regards breaches of obligations by our vicarious agents.
3.2	If Seller is responsible for a damage resulting from a defective product, it shall be obliged to indemnify us in full from any compensation claims of third parties (including reasonable legal pursuit and legal defence costs, disbursements, charges, taxation, etc., together with reasonable and appropriate advances) if their cause ( vis-ŕ-vis us) is within its management and organizational control.
3.3	If claims are made against us by a third party related to a delivery or performance and concerning alleged infringements of any property right and/or breaches of any retention of title or any other in rem entitlement regarding the object of such delivery/performance, Seller shall be obliged to indemnify us in full from such third party claims (including reasonable legal pursuit and legal defence costs, disbursements, charges, taxation, etc., together with reasonable and appropriate advances).
4.	Warranty periods
	The statutory warranty periods shall apply. The warranty period shall be extended to 10 years if Seller has fraudulently concealed a defect (Section 202 BGB).
5.	Transport/Packaging
5.1	Transport shall occur without exception at Seller’s cost and risk. The risk of fortuitous loss of the delivery/performance shall only pass to us when the delivery/performance has been handed over to us or when we have formally accepted such delivery/performance. All deliveries shall be accompanied by a delivery note in duplicate indicating our order number on which the order is based, the delivered goods, the quantity delivered, the delivery weight and the agreed delivery date or period. If delivery is made without a complete delivery note, we shall be entitled to refuse acceptance of the delivery unless this is in breach of good faith due to special circumstances prevailing in a specific case.
5.2	The costs of packaging, despatch, customs clearance and transport insurance shall be borne by Seller. Damages to the goods caused by defective packaging shall be at the expense of Seller.
6.	Assignments and offsetting
6.1	The rights and duties arising from the contract may not be assigned by a contracting party without the approval of the other party. We shall, however, be free to assign them to a company affiliated to us. Seller will be notified thereof by us. In this case, Seller will be granted the right to withdraw from the contract.
6.2	Any offsetting by Seller with counter-claims or the enforcement of a retention right by Seller shall only be permitted if the claims of Seller are undisputed and due or if they are legally binding and due.
7.	Retention of title
	Since the goods we order generally pass into our products as a result of treatment or processing and any retention of title thereby expires, all deliveries to us must be free of such reservations and third party rights (such as any lien rights, any creditor positions in connection with the assignment of receivables or transfers by way of security or any other collateral securities, sale of receivables, hire purchase, conditional sale, etc.).
8.	Documents and secrecy
8.1	Models, tools, printer's copies, drawings, documents, etc. which we provide for the execution of an order shall remain our property and must be kept secret. They may not be entrusted to third parties, either for inspection or disposal, without our prior consent. Nor must they be used for the manufacture of third-party goods or be reproduced. They are to be returned to us immediately after the execution of the order.
8.2	The ruling in paragraph 1 applies correspondingly to confidential information.
8.3	This secrecy obligation shall be passed on to all legal representatives, employees and other third parties Seller uses/mandates in connection with the performance of its obligations relating to our order.
9.	Payment
9.1	Prices are fixed prices, excluding value-added tax. Unless otherwise expressly agreed in writing, offers, cost estimates and any other price calculations of Seller shall not be compensated by us.
9.2	Payment shall be made within 14 days with 2% discount or within 30 days net upon receipt of the proper invoice and acceptance of goods which are free of defects - the relevant period shall commence upon the later date in each case.
9.3	We request that separate invoices are issued in duplicate for each order, duly stating our order number. Invoices shall only be paid to the contractor stated in the order.
10.	Withdrawal and termination
	We shall be entitled to rescind the contract by means of a withdrawal or notice of termination for good cause. Good cause shall be said to apply in particular if Seller has issued the statement in lieu of oath in accordance with Section 807 of the German Code of Civil Procedure (ZPO), if the judicial execution is carried out on the assets of Seller and the judicial execution measures are not revoked within 4 weeks, if a non-abusive petition for the opening of bankruptcy proceedings is submitted on the assets of Seller or if bankruptcy proceedings are opened or if the opening is dismissed for insufficiency of assets.
11	Place of jurisdiction and performance
11.1	The exclusive place of jurisdiction and the place of performance for payments is Grevenbroich if Seller is a businessman within the meaning of the German Commercial Code, a public law fund or a legal entity under public law. We shall, however, at our option, lso be entitled to enforce claims against Seller in the courts competent for his/its place of residence.
11.2	The place of performance regarding deliveries and services is the place of receipt or use as specified by us.
12	Partial invalidity
	The legal invalidity of individual provisions of these terms and conditions shall not affect the validity of the other provisions.
13	Applicable law
	This contract is subject to the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.