§ 1 Validity of the Terms and Conditions (1) The deliveries, services and offers of the Seller shall be made exclusively on the basis of these Terms and Conditions. These shall therefore also apply to all future business relations, even if they are not expressly agreed again. At the latest with the
acceptance of the goods or services, these terms and conditions shall be deemed accepted. Counter confirmations of the
Buyer with reference to its terms and conditions of business or purchase is hereby objected to. (2) All agreements made between the Seller and the Buyer for the purpose of executing this Contract shall be in writing.

§ 2 Offer and Conclusion of Contract (1) The Seller’s offers are subject to change and non-binding. Declarations of acceptance and all orders require the written or telex confirmation of the seller to be legally effective. (2) Drawings, illustrations, dimensions, weights or other performance data shall only be binding if this is expressly agreed in writing. (3) The Seller’s sales employees are not authorized to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract.

§ 3 Prices (1) Unless otherwise stated, the Seller shall be bound by the prices contained in its offers for 30 days from the date thereof. Otherwise, the prices stated in the Seller’s order confirmation plus the respective statutory value added tax shall be decisive. Additional deliveries and services will be charged separately. (2) Unless otherwise agreed, the prices are FOB warehouse Diepholz including normal packaging.

§ 4 Delivery and performance time (1) Delivery dates or deadlines, which can be agreed binding or non-binding, must be in writing. (2) The Seller shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the Seller not only temporarily – this includes in particular strikes, lockouts, official orders, etc., even if they occur at the Seller’s suppliers or their sub-suppliers – even in the case of bindingly agreed deadlines and dates. They shall entitle the Seller to postpone the delivery or service by the duration of the impediment plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled. (3) If the impediment lasts longer than three months, the Buyer shall be entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the part not yet fulfilled. If the delivery time is extended or if the Seller is released from its obligation, the Buyer may not derive any claims for damages from this. The Seller may only invoke the aforementioned circumstances if it notifies the Buyer without delay. (4) If the Seller is responsible for the non-compliance with bindingly agreed deadlines and dates or if the Seller is in default, the Buyer shall be entitled to compensation for default in the amount of 1/2% for each full week of default, but in total not more than 5% of the invoice value of the deliveries and services affected by the default. Any further claims shall be excluded unless the delay is due to at least gross negligence on the part of the Seller. (5) The Seller shall be entitled to make partial deliveries and render partial services at any time, unless the partial delivery or partial service is of no interest to the Buyer. (6) Compliance with the Seller’s delivery and performance obligations shall be subject to the timely and proper fulfillment of the Buyer’s obligations. (7) If the Buyer is in default of acceptance, the Seller shall be entitled to demand compensation for the damage incurred by it; upon occurrence of the default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the Buyer.

§ 5 Transfer of risk The risk shall pass to the Buyer as soon as the consignment has been handed over to the person performing the transport or has left the Seller’s warehouse for the purpose of shipment. If shipment is delayed at the request of the purchaser, the risk shall pass to the purchaser upon notification of readiness for shipment.

§ 6 Rights of the Buyer due to Defects (1) The Products shall be delivered free of manufacturing and material defects; the period for asserting claims for defects shall be one year from Issue 10/2006 Page 3 of 6 delivery of the Products. (2) If the Seller’s operating or maintenance instructions are not followed, if modifications are made to the Products, if parts are replaced or if consumables are used that do not comply with the original specifications, claims based on defects in the Products shall be forfeited if the Buyer fails to refute a corresponding substantiated claim that only one of these circumstances caused the defect. (3) The Buyer shall notify the Seller’s customer service management of any defects in writing without undue delay, but no later than one week after receipt of the delivery item. Defects which cannot be discovered within this period even after careful inspection shall be notified to the Seller in writing immediately after discovery. (4) In the event that the Buyer notifies the Seller that the Products are defective, the Seller shall, at its option and expense, require that: a) the defective part or device is sent to the seller for repair and subsequent return; b) the Buyer provides the defective part or device and a service technician of the Seller is sent to the Buyer to perform the repair. In the event that Buyer requests that rectification work be performed at a location designated by Buyer, Seller may comply with such request, in which case replaced parts shall not be charged, while labor and travel expenses shall be paid at Seller’s standard rates. (5) If the rectification of defects fails after a reasonable period of time, the Purchaser may, at its option, demand a reduction of the remuneration or withdraw from the contract. (6) Liability for normal wear and tear is excluded. (7) Only the direct purchaser shall be entitled to claims for defects against the seller and such claims shall not be assignable.

§ 7 Spare parts The Seller shall supply spare parts for a machine for a period of five years from the date of delivery of the machine at the applicable spare parts prices.

§ 8 Retention of Title (1) Until all claims (including all current account balance claims) to which the Seller is entitled against the Buyer for any legal reason now or in the future have been satisfied, the Seller shall be granted the following securities, which it shall release at its discretion upon request, insofar as their value exceeds the claims by more than 20% on a sustained basis. (2) The goods remain the property of the seller. Processing or transformation shall always be carried out for the seller as manufacturer, but without any obligation for him. If the (co-)ownership of the Seller expires due to combination, it is already agreed now that the (co-)ownership of the Buyer in the uniform item shall pass to the Seller in proportion to the value (invoice value). The Buyer shall keep the (co-)ownership of the Seller free of charge. Goods to which the seller is entitled to (co-)ownership are hereinafter referred to as reserved goods. (3) The Buyer shall be entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. The Buyer hereby assigns to the Seller by way of security all claims arising from the resale or any other legal reason (insurance, tort) with respect to the reserved goods (including all current account balance claims). The seller revocably authorizes him to collect the claims assigned to the seller for his account in his own name. This collection authorization can only be revoked if the purchaser does not properly fulfill his payment obligations. (4) In the event of access by third parties to the reserved goods, in particular seizures, the Buyer shall point out the Seller’s ownership and notify the Seller immediately so that the Seller can enforce its ownership rights. Insofar as the third party is not in a position to reimburse the Seller for the judicial or extrajudicial costs incurred in this connection, the Buyer shall be liable for these. (5) In the event of conduct by the Buyer in breach of the contract – in particular default in payment – the Seller shall be entitled to withdraw from the contract and to demand the return of the reserved goods.

§ 9 Payment (1) Unless otherwise agreed, the Seller’s invoices shall be payable without deduction 30 days after the invoice date. The Seller shall be entitled, despite any provisions of the Buyer to the contrary, to set off payments first against the Buyer’s older debts and shall inform the Buyer of the nature of the set-off effected. If costs and interest have already been incurred, the Seller shall be entitled to credit the payment first to the costs, then to the interest and finally to the main performance. (2) A payment shall be deemed to have been made only when the Seller can dispose of the amount. In the case of checks, payment shall be deemed made only when the check is cashed. (3) If the Purchaser is in default, the Seller shall be entitled to charge interest at a rate of 8 percentage points above the base interest rate as liquidated damages from the relevant date. They shall be set at a lower amount if the Purchaser proves a lower burden; proof of higher damage by the Seller shall be admissible. (4) If the Seller becomes aware of circumstances that call into question the creditworthiness of the Buyer, in particular if the Buyer does not honor a check or stops making payments, or if the Seller becomes aware of other circumstances that call into question the creditworthiness of the Buyer, the Seller shall be entitled to call due the entire remaining debt, even if the Seller has accepted checks. In this case, the seller is also entitled to demand advance payments or the provision of security. (5) The Buyer shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the purchaser shall also be entitled to withhold payment on the basis of counterclaims arising from the same contractual relationship.

§ 10 Design Changes The Seller reserves the right to make design changes at any time; however, the Seller shall not be obliged to make such changes even to products already delivered.

§ 11 Patents (1) The Seller shall indemnify the Buyer and its customers against claims arising from infringements of copyrights, trademarks or patents, unless the design of a delivery item originates from the Buyer. The indemnification obligation of the seller is limited in amount to the foreseeable damage. An additional prerequisite for the indemnification is that the Seller is left to conduct legal disputes and that the alleged infringement is exclusively attributable to the construction of the Seller’s delivery items without connection or use with other products. (2) The Seller shall have the right, at its option, to withdraw from the obligations set forth in para. 1 by either (a) procures the necessary licenses with respect to the patents allegedly infringed; or b) provides the Buyer with a modified delivery item or parts thereof which, in the event of replacement with the infringing delivery item or its part, eliminate the allegation of infringement with respect to the delivery item.

§ 12 Confidentiality Unless expressly agreed otherwise in writing, information submitted to the Seller in connection with orders shall not be deemed confidential.

§ 13 Liability (1) Claims for damages are excluded regardless of the type of breach of duty, including tortious acts, except in cases of intent or gross negligence. (2) In the event of a breach of material contractual obligations, the Seller shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for loss of profit, saved expenses, claims for damages by third parties as well as other indirect and consequential damages cannot be demanded, unless a quality feature guaranteed by the seller is intended to protect the buyer against such damages. (3) The limitations and exclusions of liability in paragraphs 1 and 2 shall not apply to claims which have arisen due to fraudulent conduct on the part of the Seller, or in the case of liability for guaranteed characteristics, for claims under the Product Liability Act or damages arising from injury to life, limb or health. (4) Insofar as the liability of the Seller is excluded or limited, this shall also apply to employees, representatives and vicarious agents of the Seller.

§ 14 Applicable Law, Place of Jurisdiction, Partial Invalidity (1) These Terms and Conditions and the entire legal relationship between Seller and Buyer shall be governed by the laws of the Federal Republic of Germany.The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. (2) Insofar as the Buyer is a merchant, a legal entity under public law or a special fund under public law, Diepholz shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. (3) Should any provision in these Terms and Conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.