General Conditions of Sale

(Status 01/2008)

Scope

The following conditions are applicable only to business persons, legal entities under public law or of public utilities.

I. Applicability

1. All offers, orders and deliveries furnished by the supplier shall be governed exclusively by the following General Conditions of Sale. Upon supplier's confirmation of acceptance of buyer's order, or by buyer's acceptance of supplier's deliveries, these General Conditions of Sale shall be deemed to have been accepted.

2. These terms are valid in respect to on-going business and also future business, even if not explicitly referred to, as long as the buyer has been advised of these terms at the occasion of a previously agreed to contract and as long as these terms have not been revoked by supplier.

3. General business conditions of the buyer, so far as they are inconsistent or contrary with these General Conditions of Sale are not recognized by supplier, even if supplier fails to countermand them explicitly in the order correspondence, unless buyer's terms are expressly accepted by the supplier. All variations and additions require supplier's written confirmation to become binding.

4. Should any particular clause within the contract between supplier an buyer, including these General Conditions of Sale, be or become partially or totally invalid, the remaining terms are unaffected. It is herby agreed by the parties hereto that the ineffective clause shall be replaced by a valid provision which is fair to both contracting parties and which most closely resembles the economical purpose of the ineffective provision.

II. Contract and Prices

1. Suppliers offers are always non-binding. Orders become binding only after supplier has confirmed the order.

2. In case of any difference between the offer and the order, the confirmation of order ist the only relevant document to determine the sort and extent of the delivery, unless the supplier has been provided with a written notification within 10 days after receipt of the confirmation of order.

3. All information in supplier's catalogues, leaflets, type lists, data sheets and other advertising literature, in specifications, performance stipulations and other technical delivery conditions, in certificates and other forms are non binding, unless supplier has recognized them as binding with separate written confirmation. Supplier cannot be held responsible for any incorrectness of information in these documents and is given the right to carry out all necessary corrections.

4. The supplier is entitled to accept buyer's order within a four (4) week period after receiving the order. The supplier is entitled to cancellation if the buyer does not accept a binding offer of supplier within 4 weeks after having received the order.

5. Prices are considered to be DDP, including freight, customs, import duties and packaging, excluding VAT, applied at the legally proscribed rate. Binding is always the written confirmation of the order by the supplier.

6. Should prices vary considerably after posting of the tender or confirmation of the order prior to delivery, and there has been passed a time period of four month, supplier reserves the right to adjust prices of goods as far as this adjustment is necessary due to factors which cannot be influenced by supplier (e.g. changes of customs, rate of exchange, or cost of carriage, or relevant changes in the prices of raw material as well as demurrage and detention costs) or if buyer makes relevant alterations in the data provided by buyer.

7. The supplier is not bound to previous prices in subsequent orders (follow-up orders).

III. Delivery and Dispatch

Dates of Delivery are without obligation if they are not confirmed in a written way by the supplier.

1. Delivery schedules commence with the receipt of all necessary documentation, clarification of all necessary questions, down payment or the timely provision of materials, if such were agreed to. The supply deadline is considered fulfilled upon receipt of the delivery advice note, even when the actual delivery is delayed or has become impossible as long as the supplier does not cause the delay.

2. Delivery dates and periods shall commence with the date given by the supplier in its confirmation of the order. Unless otherwise stated in this confirmation, all delivery dates and periods shall be subject to alteration and are not legally binding for supplier. The delivery terms shall be extended for such period as the buyer is in default with his liabilities arising out of this contract or if buyer demands additional alterations relating to the order. Binding is always the written confirmation of the order by the supplier.

3. If a delivery deadline is not kept due to remiss action by the supplier, but not due to gross negligence or intent, the buyer is entitled to seek compensation due to the delay or rescind the contract excluding all further demands of the buyer after an extension of a minimum of six (6) weeks granted to supplier. Compensation due to delays is limited to not more than 5 % of the delayed portion of the contracted scheduled delivery. A cancellation of the contract is excluded if the delay is due to acceptance delays by the buyer. The buyer retains the right to sue for higher damages.

4. Adequate part delivery as well as reasonable variation of order quantities up to plus/minus 10 % shall be deemed acceptable.

5. The supplier may demand a firm commitment to on-call contract periods, manufacturing quantities and delivery schedules three months after receipt of an order at the latest. Should the buyer not comply to make such commitments within 3 weeks, the supplier is entitled, after a further extension of two weeks, to withdraw from the contract after expiration of the latest deadline and/or demand compensation.

6. Every order placed by the buyer is legally binding for the buyer. After a period of two (2) months after the goods have been reported ready for dispatch and if no certain delivery dates have been agreed on, supplier is entitled to demand that the goods are picked up by the buyer within a two (2) week period. If the goods are reported ready to dispatch, the goods are stored at the cost and risk of the buyer.

7. The supplier is not bound by any regulation regarding re-sale and may freely dispose of any items, of delivery after prior notification of the customer, regardless of any other rights or regulations governing disposal sales, if the buyer fails to duly receive the said items.

8. The supplier may delay delivery because of an Act of God for the duration of the difficulties including an appropriate time for a return to normality, or in the case of non-completion of a delivery rescind the contract wholly or in part. As Acts of God qualify strikes, lockouts or unforeseeable and unavoidable situations, such as breakdowns, which, notwithstanding all reasonable efforts, render on-time delivery by the supplier impossible; however, the supplier must prove such delays. This also is the case when the aforementioned delays occur after previous delays or when delays occur with a sub-contractor. The buyer may request the supplier to declare within two weeks whether a cancellation of the contract or a late delivery is appropriate. If the supplier does not respond to the request the buyer may rescind the remaining, not yet completed part of the contract.

The supplier shall inform the buyer without delay when an Act of God, as defined in clause 1 has occurred. The supplier is obliged to minimize the inconvenience to the buyer.

IV. Packing, Dispatch, Risk Transfer and Acceptance Delays

1. If not specified differently, the supplier chooses packing, mode of transport and transport route.

2. The loading and the dispatch of goods, even if carried out by supplier will be at the cost and risk of the buyer. If the buyer delays a delivery, the risk already transfers to the buyer after the issue of the dispatch advice note. If the goods that are reported ready for dispatch are not called for by the buyer within 7 working days at the latest, the supplier is entitled to store the goods at the cost and risk of the buyer.

3. After the risk has been transferred to the buyer, the supplier is no longer responsible for any damage to the goods occurring thereafter. When requested in writing by the customer the goods will be insured at cost to the customer for the risk coverage requested.

V. Reservation of Ownership

1. All deliveries, also deliveries on the base of stock-contracts, remain the property of the supplier, until all claims of the supplier on the buyer have been met; even when the purchase price for specially marked claims has been met. For account buyers the reserved property rights to the delivered goods (reserved ownership goods) are in force as security for the supplier until the balance has been paid in full. If payments are made by means of a bill of exchange, then reserved ownership is not transferred until the bill of exchange has been cleared.

2. Further processing or treatment of supplied goods by the buyer may only be carried out by excluding the ownership rights of the buyer according to § 950 BGB (Federal common Law of Germany) as contracted by the supplier. The supplier becomes co-owner of the thus produced goods to the proportional value of the net manufacturing cost to the net post manufacturing processed cost of the thus produced goods, which serve as reserved ownership goods to secure the property claims of the supplier as per clause 1.

3. Further processing (in combination or addition) by the buyer with other goods not owned by the supplier, §§ 947, 948 BGB (Federal common Law of Germany) are applicable, resulting in proportional co-ownership by the supplier in the resulting goods, which are now considered reserved ownership goods.

4. The re-sale of reserved ownership goods by the buyer is only permissible as part of normal commercial practice, and on condition that the buyer reaches an agreement with the supplier regarding reserved ownership goods as defined in sections 1 to 3 above. The buyer is not entitled to take any other action in respect of reserved ownership goods, in particular pawning, mortgaging or using the goods as security.

5. The buyer relinquishes herewith all claims, which may result from the re-sale of goods and all other justifiable claims, including associate rights on his customers to the supplier. The aforesaid is accepted by the supplier. The buyer is duty-bound to inform the supplier immediately and supply all necessary documentation to secure the rights of the supplier against the customers of the buyer.

6. When reserved property is re-sold by the buyer after further processing action in combination or addition with other goods, not owned by the supplier, as outlined in section 2 and 3 above the buyer cedes all purchase price claims according to section 5 to the account value of the reserved ownership goods of the supplier.

7. Should the value of the securities held by the supplier exceed the total billed value of the goods by more than 20 % the supplier must release such securities to a commensurate value: the supplier may nominate the securities to be released.

8. The supplier must be notified without delay of any confiscation or seizure of reserved ownership goods by a third party, or any damage or destruction of any of these goods. Notice of suppliers proprietary rights shall be given to the execution officer by the buyer. All associated costs due to such intervention are to be born by the buyer in as much as costs are not born by third parties.

9. Should the supplier taking action according to the above clauses, make use of his right to take back the reserved ownership goods, the supplier is entitled to an unencumbered sale or auction of said goods. Laying claim to restricted ownership property and in particular the request of surrender represents a cancellation of the contract. The value of the returned reserved ownership goods shall be as sold or auctioned and no higher than the agreed contract price. Even if supplier chooses to take the aforesaid steps the buyer still has to fulfill its obligations under the contract. The value of the reserved property goods will only be credited in favor of all claims of supplier against buyer. Further claims for compensation, in particular compensation for loss of earnings, are reserved.

VI. Liability for Material Defects

1. Relevant for the quality and finish of all goods are the extrusion samples, which the supplier makes available to the buyer for examination and reference as requested by the buyer. Any reference to technical standards is an aid to define product quality and is not be interpreted as a definition of product integrity.

2. When the supplier has advised the buyer beyond his contractual obligation, he only warrants the functionality and suitability of the supplied product for the buyer's intended purpose only after prior express assurance.

3. In order to pursue guarantee claims the customer is obliged to carry out an inspection on receipt and to promptly notify the supplier in case of any defects. Notification of defects shall be given by letter, or telex, or cable, within 5 working days after receipt of goods. Any defects which cannot be detected within this period, even by careful examination, shall be claimed for without delay on discovery. The burden of proof the existence of any defect an the timeliness of notification of supplier lies solely on the customer.

4. Should the warranty claims are proved to be justified, the supplier at his option is obliged to replace or to repair the defective goods. If replacements fail repeatedly, the customer is entitled to reduce the purchase price or rescind the contract. In case of only minor defects of the delivered goods Rescission of contract is not possible.

5. The customer shall be obliged to compensate all costs of the supplier arising out of any unjustified warranty claims. The customer shall be obliged to immediately place the goods or samples objected to at suppliers disposal. Unauthorized re-working and improper handling of defective parts result in the loss of any right to claim for compensation due to defective parts unless the customer is able to prove that his measures have not caused the defects.

6. Normal wear and tear, weather or temperature influences, or any incorrect handling, usage, storage does not imply any rights to make warranty claims.

7. In either case the warranty only extends to one year after risk transfer, unless longer warranty periods are proscribed mandatory by German Law.

8. Rights to referred warranty provisions according to §§ 478, 479 of Federal Common Law (BGB) only allow the customer to make claims with the scope of the legislation and do not regulate the understanding of good will provisions with the supplier and assume that any party with referred warranty rights will duly observe their duty, in particular the duty to report defects.

VII. General Limitations of Liability

1. In all cases, which differ from the conditions outlined above, and to which the supplier is obligated by reason of contractual or legal liability to pay compensation or reimbursement, his liability is limited only to cases in which he, his employees or subcontractors are guilty of culpable intent, gross negligence or injury to life, limb and health. The statutory product warranty is unaffected by the aforesaid.

2. All warranty claims are limited to typical damages as may predicted in such contract situations, maximum of which should typically be the price of the supplied goods paid for by the customer. Any other or further claims arising from defective suppliers, in particular any claims for indirect damages, are excluded.

VIII. Terms of Payment

1. Payment is to be in EUR (EURO) and is to go solely to the supplier.

2. In the absence of a different arrangement the purchase price for supplies or other services is to be paid applying a discount of 2 % within 14 days, net within 30 days from the billing date. Any discount applied presupposes the due settlement of all undisputed outstanding previous accounts. Any payment made by note of exchange or cheque does not attract a discount.

3. Payments made on accounts in arrear attract an interest charge of 8 percentage points over and above the applicable base rate of the ECB, unless the supplier proves higher damages.

4. In the absence of a different agreement, payment by cheque or notes of exchange may be refused. If cheques or re-discountable bills of exchange are accepted as due payment all associated bank charges and / or taxes to be met by the customer.

5. The customer may offset an account or use his right of retention only if his claims are indisputable or established in law. Rights of retention not arising out of the same contractual obligation cannot be used by the customer.

6. Sustained non-compliance with conditions of payment or circumstances, which raise serious doubts as to the credit worthiness of the customer, will result in claims for all payments becoming for all outstanding deliveries and even to cancel the contract if an appropriate deadline has not been kept.

IX. Industrial Property Rights

1. For all deliveries based on models, patterns or parts supplied by the customer the customer guaranties that the commercial rights of third parties in the country for which the goods are being manufactured are not injured. The supplier will advise the customer of a third party and pay compensation for any resulting damage, costs or other expenses. The supplier is entitled to stop all work without any further examination of the legal position until the legal position has been clarified by the customer and the third party involved after an injunction covering the supply or production of the goods to protect the commercial rights of the third party has been issued. If the continuation of the contract should become untenable to the supplier, the supplier may rescind the contract.

2. Any drawings and patterns that have been made available to the supplier, but did not eventuate in a contract will be returned if requested; else the supplier is entitled to destroy the same three months after the issue of the quote or tender. The same obligation applies to the customer. The party entitled to dispose by destruction must inform the other party of the intention prior to doing so and in good time.

3. The supplier retains all copyrights and applicable rights to commercial protection, in particular the rights of utilization and exploitation (usufruct) of models, forms, tooling, designs and drawings made by him or for him under contract by a third party.

X. Place of Performance, Jurisdiction and Application of the Law

1. The place of performance for delivery, payment and any other contractual obligation is the works of the supplier.

2. The legal venue for all disputes arising out of or in connection with contractual relationships based on these terms and conditions of sale, including matters such as deeds, notes of exchange or cheques, shall be the local court of the supplier or buyer by choice of the supplier.

3. Only German law applies. The application of the United Nations convention of 11 April 1980 on contracts for the international sale of goods (BGB I 1989 S. 586) as it applies to the Federal Republic of Germany (BGB I 1990 S. 1477) is not valid.

4. The English version of these General Conditions of Sale shall be for convenience purposes only. In case of any inconsistencies, the German version shall prevail.

5. The supplier shall be given the right to store all necessary data received by the customer or any third party about the customer in compliance with the German data protection act.