General Terms and Conditions of Delivery and Payment

I. Scope

1. The following terms and conditions of sale apply to all contracts concluded between the buyer and us for the delivery of goods. They also apply to all future business relationships, even if they are not expressly agreed upon again. Deviating terms and conditions of the buyer, which we do not expressly accept, are not binding on us, even if we do not expressly object to them. The following terms and conditions of sale apply even if we execute the buyer's order without reservation despite knowing that the buyer has conflicting or deviating terms and conditions.

2. All agreements made between the buyer and us for the execution of the purchase contracts are recorded in writing in the contracts.

II. Terms of Payment

1. The purchase price is due for payment immediately upon receipt of the invoice by the buyer, unless a different payment term is specified in the terms and conditions. A cash discount is only permitted with a special written agreement between us and the buyer. A payment is only considered made when we have access to the amount. In the case of check payments, payment is only deemed to have been made when the check is cashed.

2. If the buyer defaults on a payment, the statutory provisions apply.

3. The buyer is only entitled to offset, even if complaints or counterclaims are asserted, if the counterclaims have been legally established, acknowledged by us, or are undisputed. The buyer is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.

III. Delivery and Performance Period

1. Delivery dates or deadlines that have not been expressly agreed as binding are purely non-binding. The delivery time specified by us only begins once the technical issues have been clarified. Likewise, the buyer must fulfill all obligations incumbent upon him properly and on time.

2. If the underlying purchase contract is a fixed-term transaction within the meaning of Section 286 Paragraph 2 No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB), we are liable in accordance with the statutory provisions. The same applies if the buyer is entitled to assert the cessation of his interest in further contract fulfillment as a result of a delivery delay for which we are responsible. In this case, our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which we are responsible, whereby any fault on the part of our representatives or vicarious agents is attributable to us.

We are also liable to the buyer for delays in delivery in accordance with statutory provisions if this is due to an intentional or grossly negligent breach of contract for which we are responsible, whereby any fault on the part of our representatives or vicarious agents is attributable to us. Our liability is limited to foreseeable, typically occurring damages if the delay in delivery is not due to an intentional breach of contract for which we are responsible.

3. In the event that a delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation, whereby the fault of our representatives or vicarious agents is attributable to us, we shall be liable in accordance with the statutory provisions, provided that in this case, liability for damages is limited to the foreseeable, typically occurring damage.

4. We are entitled to make partial deliveries and partial services at any time, provided this is reasonable for the customer.

5. If the buyer defaults on acceptance, we are entitled to demand compensation for the resulting damage and any additional expenses. The same applies if the buyer culpably violates his or her duty to cooperate.

IV. Transfer of Risk - Shipping

1. Upon the occurrence of default of acceptance or default by the debtor, the risk of accidental deterioration and accidental loss passes to the buyer.

2. If shipment is delayed at the request or due to the buyer's fault, we will store the goods at the buyer's expense and risk. In this case, notification of readiness for shipment is equivalent to shipment.

V. Warranty/Liability - Statute of Limitations

1. The buyer's claims for defects only exist if the buyer has properly fulfilled his or her obligations to inspection and notification of defects pursuant to Section 377 of the German Commercial Code (HGB).

2. If there is a defect in the goods for which we are responsible, we are obliged to provide subsequent performance, excluding the buyer's rights to withdraw from the contract or reduce the purchase price (reduction), unless we are entitled to refuse subsequent performance due to statutory regulations. The buyer must grant us a reasonable period for subsequent performance. Subsequent performance can be carried out, at the buyer's discretion, by remedying the defect (repair) or delivering new goods. In the event of remedying the defect, we will bear the necessary expenses, provided these do not increase because the contractual item is located at a location other than the place of performance.

If subsequent performance fails, the buyer may, at his discretion, demand a reduction of the purchase price (abatement) or declare withdrawal from the contract. The repair is deemed to have failed after the second unsuccessful attempt, unless further attempts at repair are appropriate and reasonable for the buyer based on the subject matter of the contract. The buyer may only assert claims for damages due to the defect under the following conditions if subsequent performance has failed. The buyer's right to assert further claims for damages under the following conditions remains unaffected.

3. The buyer's warranty claims expire one year after delivery of the goods to the buyer, unless we have fraudulently concealed the defect; in this case, the statutory provisions apply. Our obligations under Section V, Paragraph 4 and Section V, Paragraph 5 remain unaffected.

4. We are obligated, in accordance with statutory provisions, to take back the new goods or to reduce the purchase price even without setting a deadline as would otherwise be required, if the buyer's recipient, as a consumer of the new movable item sold (purchase of consumer goods), could demand the return of the goods or a reduction in the purchase price from the buyer due to the defect in these goods, or if the buyer is confronted with a similar resulting recourse claim. We are also obligated to reimburse the buyer for expenses, in particular transport, travel, labor, and material costs, which the buyer had to bear in relation to the end consumer as part of the subsequent performance due to a defect in the goods that existed at the time of transfer of risk from us to the buyer. This claim is excluded if the buyer has properly fulfilled its obligations to inspect and notify defects pursuant to Section 377 of the German Commercial Code (HGB).

5. The obligation pursuant to Section V, Clause 4 is excluded if the defect is based on advertising statements or other contractual agreements that did not originate from us, or if the buyer has provided a special guarantee to the end consumer. This obligation is also excluded if the buyer himself was not legally obligated to exercise warranty rights towards the end consumer or did not make such a complaint in response to a claim made against him. This also applies if the buyer has provided warranties to the end consumer that exceed the statutory limits. We are liable without limitation in accordance with the statutory provisions for damages to life, body, and health resulting from a negligent or intentional breach of duty by us, our legal representatives, or our vicarious agents, as well as for damages covered by liability under the Product Liability Act. For damages not covered by sentence 1 and resulting from intentional or grossly negligent breaches of contract or fraudulent intent by us, our legal representatives, or our vicarious agents, we are liable in accordance with the statutory provisions. In this case, however, liability for damages is limited to the foreseeable, typically occurring damage, unless we, our legal representatives, or our vicarious agents have acted intentionally. To the extent that we have provided a guarantee of quality and/or durability with regard to the goods or parts thereof, we are also liable within the scope of this guarantee. However, we are only liable for damages that are based on the lack of the guaranteed quality or durability but do not occur directly in the goods if the risk of such damage is clearly covered by the guarantee of quality and durability.

7. We are also liable for damages caused by simple negligence, insofar as the negligence concerns the breach of contractual obligations whose compliance is of particular importance for achieving the purpose of the contract (cardinal obligations). However, we are only liable to the extent that the damages are typically associated with the contract and foreseeable.

8. Further liability is excluded regardless of the legal nature of the asserted claim; this applies in particular to tort claims or claims for reimbursement of wasted expenses instead of performance; our liability in accordance with Section III, Paragraph 2 to Section III, Paragraph 3 of this contract remains unaffected. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

9. The buyer's claims for damages due to a defect expire one year from delivery of the goods. This does not apply in the case of injuries to life, body, or health caused by us, our legal representatives, or our vicarious agents, or if we or our legal representatives acted intentionally or with gross negligence, or if our simple vicarious agents acted intentionally.

VI. Retention of Title

1. The delivered item remains the property of the seller until all claims against the buyer arising from the business relationship have been fulfilled.

2. While the retention of title exists, the customer is prohibited from pledging or transferring the item as security. Resale is only permitted to resellers in the ordinary course of business and only under the condition that payment of the equivalent value of the delivery item is made to the buyer.

The buyer must also agree with the purchaser that the purchaser only acquires ownership upon this payment.

3. The buyer is permitted to process the delivery item or to mix or combine it with other items. The processing, mixing, or combining (hereinafter collectively referred to as "processing" and with regard to the delivery item: "processed") is carried out for the seller; the item resulting from the processing is referred to as "new goods." The buyer shall store the new goods for the seller with the care of a prudent businessman.

If the goods are processed with other items not belonging to the seller, the seller shall have co-ownership of the new goods in the amount corresponding to the ratio of the value of the processed, mixed, or combined delivery item to the value of the remaining processed goods at the time of processing. If the buyer acquires sole ownership of the new goods, the seller and buyer agree that the buyer grants the seller co-ownership of the new goods in proportion to the value of the processed delivery item compared to the remaining processed goods at the time of processing.

4. In the event of the sale of the delivery item or the new goods, the buyer hereby assigns its claim against the purchaser from the resale, including all ancillary rights, to the seller as security, without the need for any further specific declarations. The assignment applies including any balance claims. However, the assignment is only valid to the amount corresponding to the price of the delivery item invoiced by the seller. The portion of the claim assigned to the seller must be satisfied first.

5. If the buyer combines the delivery item or the new goods with real estate or movable property, he also assigns to the seller, without the need for any further special declarations, his claim, which he is entitled to as compensation for the combination, including all ancillary rights, as security in the amount of the ratio of the value of the delivery item or the new goods to the other combined goods at the time of combination.

6. Until revoked, the Buyer is authorized to collect the claims assigned in this Section VI (Retention of Title). The Buyer will immediately forward to the Seller any payments made on the assigned claims up to the amount of the secured claim. If there is good cause, in particular in the event of late payment, cessation of payment, the opening of insolvency proceedings, protest of a bill of exchange, or reasonable indications of excessive indebtedness or impending insolvency of the Buyer, the Contractor is entitled to revoke the Buyer's collection authorization. Furthermore, the Seller may, after prior warning and within a reasonable period of time, disclose the security assignment, realize the assigned claims, and demand that the Buyer disclose the security assignment to the Customer.

7. If a legitimate interest is demonstrated, the Buyer must provide the Seller with the information necessary to assert its rights against the Customer and hand over the necessary documents.

8. In the event of seizures, confiscations, or other dispositions or interventions by third parties, the Buyer must notify the Seller immediately.

9. If the realizable value of all security interests to which the Seller is entitled exceeds the amount of all secured claims by more than 10%, the Seller will, at the Buyer's request, release a corresponding portion of the security interests; The seller has the choice between various security rights when releasing the security.

10. In the event of a breach of duty by the buyer, in particular in the event of default in payment, the seller is entitled, even without setting a deadline, to demand the return of the delivery item or the new goods and/or to withdraw from the contract; the buyer is obligated to return them. The demand for return of the delivery item/new goods does not constitute a declaration of withdrawal by the seller, unless this is expressly stated.

VII. Return, Storage Costs

1. The return of ordered goods by the Seller as a gesture of goodwill requires the Seller's prior written approval.

2. The goods must be returned to the Seller at the Buyer's expense. A credit note will be issued to the Buyer for the returned goods, from which the costs for restocking will be deducted.

VII. Place of Performance, Jurisdiction, Applicable Law

1. The place of performance and jurisdiction for deliveries and payments (including check and bill of exchange claims) as well as all disputes arising between us and the buyer from the purchase contracts concluded between us and the buyer is our registered office. However, we are also entitled to sue the buyer at his or her place of residence and/or business.

2. The relationship between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of International Sales Contracts for Movable Goods is excluded.

Braungardt Ersatzteilevertrieb GmbH As of: May 2008