1. General Provisions
1.1 The conditions set for the here in below shall apply to each order. Any other terms and conditions shall be binding on us only if they have been confirmed by us in writing. Should an order be performed by us despite our being aware of other discrepant terms and conditions, this does not constitute a confirmation of the application of such other discrepant conditions.

1.2 Orders shall be executed in accordance with our written order confirmation.This shall also apply to customized products. Drawings, measurements and weights indicated in the price lists constitute approximations customary in the trade.

1.3 Quotations are not binding and are subject to change.

2. Prices
2.1 The sales prices, terms and conditions valid on the date of the order confirmation shall apply. If delivery is effected more than 4 months after conclusion of the contract, the prices, terms and conditions valid on the date of delivery shall apply.

2.2 Value added tax in force on the date of delivery shall be payable on top of the price agreed.

2.3 Prices are ex works or ex warehouse of our agent including packaging, unless otherwise agreed.

3. Delivery
3.1 Orders valued at over Euro 500,- net are delivered freight prepaid within Germany or FOB German border. The minimum order value is Euro 75,-. For orders under Euro 75,- we charge an additional processing fee of Euro 15,-.

3.2 Delivery is effected at the expense and risk of the buyer from the factory warehouse or warehouse of our agent. The transport route and type of transportation shall be chosen at our discretion. At the buyer's request the consignment shall be insured at the buyer's expense.

3.3 Delivery periods and delivery dates, which may be agreed as being binding or non-binding, shall apply subject to the precondition that production is free of any disturbance and adequate raw materials and supplies are available. Non-compliance with a delivery date shall entitle the buyer to rescind the contract only under the condition that the buyer has already set a reasonable extended deadline. Setting a deadline is dispensable, if we had confirmed a delivery date in writing and knew that the buyer had no interest in the performance in case of late delivery. Our liability for damages and compensation of expenditure under § 284 Civil Code (BGB) on account of late delivery shall be governed by Article 10.

3.4 If we are prevented from delivering because our operating procedures or those of our suppliers are disturbed in such a way as was impossible to avert using reasonable care, or due to labour disputes or force majeure, the delivery deadline shall be extended appropriately. If delivery should become impossible as a result thereof, our obligation to deliver shall lapse without any obligation arising for us to compensate for damage.

3.5 We have the right to rescind the contract if the financial situation of the buyer should deteriorate by the delivery date, so that under the circumstances of which we become aware, punctual or complete performance of the buyer's payment obligation does not appear likely.

3.6 Modifications in design or form by the manufacturer are reserved during the delivery period insofar as the product being sold is not considerably modified and provided that the modifications are reasonably acceptable for the buyer.

3.7 A minimum order size is compulsory in case of customized products manufactured on the basis of a sample or drawing. We reserve the right to supply 15% more or less. Customized products are not returnable.

4. Objections to Defects and Complaints
4.1 The precondition for the buyer's asserting any and all claims on account of defects is compliance with the duty to examine and object to defects set forth in Section 377 German Commercial Code [HGB]. This also applies in case of recourse by the buyer in accordance with Sections 478, 479 German Civil Code [BGB].

4.2 An objection to a defect discernable externally shall only be deemed effected on time if we receive such objection within 10 days of delivery of our consignment to the buyer. Concealed defects must be objected to as soon as they are discerned, functional defects must be notified immediately after commissioning the equipment.

5. Rights of the buyer in case of defects(formerly warranty)
In case of defects (which must have existed at the time of passing of risk to trigger off liability) our liability is as follows:

5.1 We shall effect subsequent performance by delivering a defectfree product unless it is absolutely imperative for the buyer to have the defect remedied and provided that it is possible for us to do so at reasonable expense. We have to be given reasonable time and opportunity to effect subsequent performance. If we are not given this possibility we are released from the obligation to effect subsequent performance and to this extent from further claims on account of defects.

5.2 If no subsequent performance is effected within the deadline set, the buyer shall be entitled to demand damages in lieu of performance and /or rescission in case of considerable defects and, also in case of minor defects, to demand a reduction of the purchase price in lieu of rescission. Setting a deadline as required under subsection

5.1 Above is dispensable only if we have definitively refused to effect subsequent performance, if at least three abortive attempts have been made to effect subsequent performance and if, in case of delivery not properly effected on time on a specific date, we had confirmed a delivery date in writing and knew that the buyer had no interest in subsequent performance if contractual delivery is not effected on time.

5.3 Our duty to pay damages and compensate for any abortive expenses within the meaning of Section 284 BGB on account of defects shall be governed by Article 10. Further reaching claims or claims other than those governed by this Article 5 are excluded on account of defects.

5.4 Subsequent performance and other claims on account of defects do not extend to natural wear and tear or to damage arising after the transfer of risk due to faulty or careless treatment, excess strain, unsuitable operating resources or which arise due to special external influences which are not provided for under the terms of the contract, or to improper modifications or maintenance by the buyer.

5.4 In case of objections to defects the buyer may only withhold payment to an extent which is commensurate with the defects arising.

5.5 The buyer's claims on account of defects shall become time-barred one year after delivery to the buyer. This shall not apply to the buyer's rights to recourse pursuant to Sections 478, 479 BGB.

5.6 We are only liable on the basis of a guarantee given by us if the guarantee of the characteristics or durability is given by us in writing and uses the term "guarantee".

6. Returning the products
Products shall only be taken back after a written agreement has been issued by the sales management. The returned products must be in re-saleable condi - tion and in accordance with the current state of the art. Products returned shall be issued with a credit note for the original price less a 15% deduction for processing and transport costs. Customized products may not be returned.

7. Payments
7.1 Invoices are payable within 14 days less a 2% discount, alternatively the net amount is payable within 30 days. No higher discount is given.

7.2 We reserve the right to charge default interest in case of late payment.

7.3 Payments made are always offset against the oldest invoice due.

7.4 Bills of exchange are not accepted as a means of payment.

7.5 Payments shall be deemed effected on the day on which we can dispose of the funds.

7.6 A right of retention or offset may only be asserted by the buyer in case of claims which are expressly undisputed or which have been ruled resjudicata by a court of law.

8. Reservation of title
8.1 We retain title to the goods delivered pending performance in full of all claims to which we are entitled on the basis of the business relation with the buyer. This shall apply subject to the proviso that the reservation of title shall expire definitively upon each settlement of the account during the course of the business relation and that we shall release our security at our discretion at the request of the buyer to the extent that the value of our security lastingly exceeds our outstanding claims by more than 20%. At any event we shall retain title to the goods delivered pending complete payment of the purchase price for the specific goods.

8.2 The buyer is only entitled to on-sell the goods with reserved title in the normal course of business. Pledging the goods or assigning them as security is not permissible. The buyer assigns to us all claims to which the buyer is entitled on the basis of the further sale of the goods with reserved title in the amount of our claim. At our request the buyer shall advise its customers of the assignment and support us in collecting the claims.

8.3 Loss, damage, attachment or other interference in the goods with reserved title by third parties or attachment of the assigned claims are to be notified immediately. Insofar as we recover the goods with reserved title due to danger of damage or other improper treatment, this does not constitute rescission of the contract. Costs arising in connection with asserting our claims shall be refunded by the buyer.

8.4 The recovery of goods or assertion of our reserved title on account of default in payment constitutes rescission of the contract unless otherwise expressly stated by us in writing.

9. Impossibility
If the performance due by us is impossible due to a circumstance for which we are responsible, the buyer shall be entitled to claim damages. The amount of such claim for damages shall, however, be limited to 10% of the value of that part of the delivery which cannot be put into pertinent operation due to the impossibility. This shall not apply insofar as we are subject to compulsory liability in case of intent or gross negligence. The buyer's right to rescind the contract shall remain unaffected.

10. Liability
Claims for damages or compensation of expenditure by the buyer (hereinafter: claims for damages), irrespective of the legal ground thereof, in particular on account of a breach of duties arising from the obligatory relation or a tortuous act, shall be excluded. This shall not apply insofar as there is compulsory liability for instance pursuant to the German Product Liability Act, in case of fatal or physical injury or damage to health, or in case of intent, gross negligence in case of issuance of a guarantee or in case of breach of an essential contractual obligations. Damages on account of a violation of material contractual obligations shall, however, be limited to foreseeable damage typical of the contract, except in case of intent or gross negligence. In cases other than those set forth in these terms and conditions, the buyer may only rescind the contract in the event of fault on our part.

11. Final Provisions
11.1 Insofar as these Terms and Conditions provide for liability for fault, whether it be with respect to damages or to rescission, only on account of gross negligence or intent by the seller, this does not involve any reversal of the duty of proof to the detriment of the buyer.

11.2 If one or several of the provisions contained in these Terms and Conditions should be in-effective, this shall not affect the effectiveness of the remaining provisions.

11.3 Place of performance for all obligations is Besigheim, Germany. If the buyer is a registered merchant under German law, either the courts with jurisdiction at the place of domicile of the buyer or, at our discretion, the courts with jurisdiction at the registered office of the company shall have jurisdiction and venue.

11.4 Our contractual relation shall be governed by the laws of the Federal Republic of Germany.

Issued January 2008