Unless otherwise agreed upon in writing, the terms and conditions hereunder shall apply to our purchasing:

1. Quotation The supplier shall strictly adhere to our request regarding the quantity and quality offered and in case of any modifications, he shall indicate them. The quotation shall be made in writing and free of charge.
2. Purchase order Only written and signed purchase orders are valid, oral agreements are subject to written confirmation. Purchase commitments exist solely for merchandise ordered by us in writing or called off from written contracts.
3. Order confirmation Every purchase order shall be confirmed to us in writing within one week, including quotation of prices as well as the period of delivery. Acknowledgment of our terms and conditions of purchase is a prerequisite for the acceptance of our purchase order. Any alternative conditions stated on confirmations, delivery notes, invoices and the like are only binding on us if they have been put into writing and have been expressly acknowledged by us.
4. Price setting and passing of risk Prices are quoted for delivery to our works at the expense of the supplier, duty unpaid, packaging and freight included, if no special agreement has been made. Prices do not include any value added tax. The supplier bears the risk of accidental loss, destruction or deterioration until acceptance of the merchandise by us or by the person authorized by us at the destination where the merchandise is to be delivered according to the order. If no prices have been agreed upon, the contract is not concluded before the binding price stated in the order confirmation is confirmed by us or if no objection is raised against it.
5. Packaging Any packaging is only paid if compensation for it has been expressly agreed upon. We reserve the right to return it free of any freight charges for us. Returned packaging is to be credited to us to the minimum amount of 2/3 of the invoiced value.
6. Dispatch The supplier is liable for the consequences of any incorrect issuing of the shipping documents. The risk passes to us only on arrival of the goods in our factory. The notification of dispatch or delivery note shall be submitted immediately upon dispatch of each consignment. The order date and order number, cost centre and order code must be shown in the accompanying documents. If partial deliveries are made without our consent, any possible extra expenses such as freight, postage, carriage, etc. are to be borne by the supplier. Our company address on the back side of the page is to be considered as the consignee’s address, unless otherwise provided for in our purchase order.
7. Period of delivery If the period of delivery stipulated cannot be observed due to extraordinary circumstances, we shall have to be informed thereof immediately, specifying the new, binding delivery date. In the event of production disruptions resulting from non-compliance with the delivery date, any negative consequences are to be borne by the supplier.
8. Weights and number of units We only acknowledge the weights determined in our factory or the number of units established there.
9. Complaints Considering that, as far as the major part of the goods is concerned, we are unable to check them immediately with respect to correctness, quantity and quality, the supplier accepts our complaints without observing the statutory periods of time, even after payment has already been effected, the provisions of the article 377 of the German Commercial Code (Handelsgesetzbuch/HGB) thus being void.

Therefore, a claim for defects is considered to have been asserted in time if it is submitted without undue delay after the initial operation the merchandise delivered. The supplier undertakes the statutory guarantee liability for any defects that are not apparent and/or are rendered unrecognizable, unless any other terms of guarantee to the contrary have been agreed upon in our purchase order.

10. Invoicing and Payment The invoice shall be submitted separately and immediately after the delivery has been effected, i.e.it shall not be attached to the consignment. The order date and order number, cost centre and order code must be shown in the invoice. Unless otherwise agreed upon, we reserve the right to settle the invoice by the means of payment of our own choice, and that either a) with 3% cash discount within 14 days after receipt of goods and invoice verification or b) with 2% discount within 30 days from invoice date or c) net within 90 days from invoice date or after receipt of goods.
11. Warranty In case of defective delivery we are entitled to the right to make the defective goods available to the supplier without any deadline or to demand a replacement delivery. In urgent cases, or if the supplier is in default to comply with these commitments, we are entitled to set an appropriate time limit and, after its expiry, to procure replacement for damaged parts or to make the repairs and remove damages occurred at the supplier’s expense.
12. Withdrawal from the contract In case of delay in delivery we are entitled to assert the rights resulting from article 376 of the German Commercial Code, especially to buy material in advance at the supplier’s expense.
13. Place of performance Unless otherwise provided for in our purchase order, Andernach is the place of performance for the delivery.
14. Place of jurisdiction The place of jurisidiction for all present and future claims resulting from the business connection shall be Andernach or Koblenz resp., at our own option, for either party, irrespective of any other, possibly different place of performance.
15. General Unless agreed upon in writing, the execution of our purchase order is considered to be the acknowledgment of our terms and conditions. No compensation whatsoever is paid for the preparation of projects, drafts, drawings and designs. It is not permitted to use our purchase order for advertising purposes.

Special Terms and Conditions:

16. Material which is made available by us shall be treated and stored appropriately.
17. Should hidden material defects occur during the processing, they shall be reported to us immediately. We will decide about any further processing of the part.
18. Scrap, arising from false or inappropriate processing, shall be reported to us immediately. Replacement material is at the expense of the processing company. Cast parts shall be requested from us.

As at June 2011