General Terms and Conditions for the Sale of Goods

§1 Application

These Standard Terms and Conditions shall apply exclusively. Any diverging Terms or Conditions of the Buyer shall have no effect. Confirmations of the Buyer under indication of his own terms and conditions are hereby objected.

§2 Terms and Periods

(1) Terms and periods of delivery are only binding, if set forth so in written form.

(2) Binding periods of delivery do not start prior to agreement of the parties on all specifications of the contract.

(3) In the event of delay caused by strike, force majeure or any other event, which the Seller cannot influence or control, the term of delivery shall be postponed accordingly.

§3 Representations and Warranties

(1) In the event of a defect of the goods, for which the Seller is responsible, the Buyer is entitled in its own discretion to claim repair of the defect or replacement of the goods. In case of repair the Seller has to bear all costs of remedy, i.e. transport, travel, work and materials, unless such costs are increased due to the circumstance that the goods have been brought to another place as the destined place of delivery.

(2) If the remedy fails or the Seller is not willing or able to replace the goods or the remedy exceeds appropriate terms due to reasons, for which the Seller is responsible, the Buyer is entitled to withdraw from the contract or to reduce the purchase price.

(3) Further claims of the Buyer, especially damage claims including such for lost profit or other financial losses of the Buyer, are excluded.

(4) Aforesaid limitation of liability shall not apply insofar as the damages are caused by intention or gross negligence. It shall not apply further, if the Buyer may claim damages due to the lack of undertakings as to quality.

(5) In the event of violation of a stipulation going to the root of the contract, the liability of the seller is limited to the foreseeable damage.

(6) The representation period is 24 months as of delivery of the goods.

(7) In the event that orders of the Seller toward use or maintenance of the goods are neglected, the goods are amended by the Buyer, systems of the Seller are opened, parts are exchanged or materials are consumed, which do not meet the original specifications - all except conducted in cooperation with the Seller -, any representations and warranties are cancelled.

§4 Retention of Title

(1) The property of the goods shall not pass to the Buyer until the Seller has received payment in full of the price of the goods and of all other of its claims with respect to the goods, including repair or replacement of parts or subsequent services, unless the property has already passed to the Buyer at the respective term. This retention of title applies further to all claims of the Seller against the Buyer arising out of their ongoing business relationship.

(2) On Buyer's demand the Seller is obliged to waive the retention of title, if the Buyer has fulfilled all his obligations in respect of the particular goods and has given an appropriate security interest to the Seller for all other claims out of their ongoing business relationship. Furthermore the Seller shall on Buyer's demand release any part of the collateral, if and insofar as the value of the collateral exceeds the nominal amount of the secured claims by more than 10 %.

(3) Prior to acquisition of the property the Buyer may dispose of the goods only within its own ordinary business course or with the prior written consent of the Seller.

(4) For the event of sale or other transfer of the goods according paragraph 3 above the Buyer already now transfers all claims against the third party to the Seller for security purposes.

(5) If the goods, in which the Buyer has no property in, are processed or reshaped by the Buyer, the Seller shall become co-owner of the new goods according to the value of its goods to the value of the new goods. The same shall apply if the goods are completely reshaped or mixed with other goods.

(6) If third parties take steps to pledge or otherwise dispose of the goods, the Buyer shall immediately notify the Seller and indicate the third party to the retention of title in favour of the Seller.

§5 Transfer

The Buyer may transfer its claims out of the contract with the Seller only with prior written consent of the Seller.

§6 Confidentiality, Penalty

(1) The parties are obliged to keep all information connected with the contract and its content confidential for an unlimited period, if such information is declared so or is due to other circumstances recognizable as confidential. Unless necessary for realization of the contract, such information may not be documented nor released to any third party nor used otherwise.

(2) The Buyer may neither by himself nor through third parties open or modify the delivered system. In any event of default against this a penalty of 50.000 EURO falls due for the Buyer to be paid to the Seller. Further damage claims of the Seller are reserved. The Buyer may evidence though, that the Seller has no or materially less damages; in this event the penalty shall be reduced accordingly.

§7 Payment, Set off

(1) With closing of the contract a payment on account amounting to 20 % of the purchase price becomes due. The rest of the purchase price is due with no reduction at delivery of the goods and invoice given by the Seller.

(2) Any set off against the Seller's claims may be conducted only with such counterclaims, which are accepted by the Seller or being res judicata.

(3) The payment is only effective if can access the amount. In case of payment by check and/or bills of exchange the payment is not valid until the checks or bills of exchange are cashed.

§8 Miscellaneous

(1) No agreements aside have been made. Changes or amendments of the contract require the written form.

(2) This contract shall be governed by German Law. The UN-Treaty on Contracts on the International Sale of Goods (CISG) shall not apply. Place of business and venue shall be Berlin/Germany.

(3) This translation is given for convenience purpose only. In any case of divergence between the German and the English version of these Standard Terms and Conditions, the German version shall prevail.