§ 1 Validity of the General Terms of Purchase

These General Terms of Purchase apply to this current agreement as well as any subsequent agreements between KBL GmbH and any businesses (under Section 14 German Civil Code), legal persons under public law or special assets under public law. Any other terms shall not be considered part of this agreement, even if we do not explicitly mention them, unless mutually and separately stated and signed. Should we accept a delivery / service without explicit objection, this does not imply that we have accepted your terms and conditions of delivery.

§ 2 Conclusion of contract

2.1 If you do not accept our order within 7 calendar days after receiving our written and signed order form in duplicate, or a signed confirmation of the order, we shall be entitled to revoke the order before receiving your confirmation of acceptance. If you accept our order with variances, this must be clearly pointed out to us. A contract shall only be considered concluded once we have accepted the variances. You are liable for an offer you submit for 14 calendar days after submitting it.

2.2 Our employees (not including executive management or its representatives) are not authorized to submit verbal or telephone orders or to make additional verbal agreements. Any separate agreements made on an individual basis with you (including additional agreements, supplements and amendments) shall take precedence over these GTP. A written agreement or our written confirmation shall be decisive in regards to the content of such agreements, unless shown to the contrary.

2.3 Legally relevant declarations and notifications by you regarding this contract (e.g., deadlines, dunning, withdrawal) must be submitted in writing, i.e., in paper or digital form (such as letter, email, telefax). Legal formal requirements and further evidence, particularly in cases of doubt as to the promisor’s legitimacy, remain unaffected.

2.4 The actual acceptance of goods, payment or other action for them, or silence are not a basis for confidence in the conclusion of the contract.

2.5 We do not grant any remuneration for visits or the preparation of offers, projects, etc.

2.6 With good cause, and insofar as this is reasonable for you, we may also demand changes to the delivery item after the contract has been concluded In such an amendment to the contract, the effects on both parties, particularly regarding additional or reduced costs and delivery dates, shall be taken into account appropriately.

2.7 You are not entitled to subcontract the order, or essential parts of the order, to third parties without our prior written consent.

§ 3 Pices

3.1 The price shown in the order is binding. If no prices are shown in the order, your current list prices with the prevailing discounts shall be applicable.

3.2 All prices include legal sales tax unless this is separately indicated. Packaging and transport costs to the shipping address or receiving location we indicate as well as any customs formalities and cus-toms due are included in the prices unless otherwise agreed in writ-ing. The price of shipping and packaging is included in the prices marked “free”, “free…destination” and other “postage paid” shipments. For shipping at our expense, we accept only the most economical shipping method unless we have stipulated a special type of shipping.

§ 4 Shipping and packaging

4.1 Our order number must be indicated on any shipping notifications, carriage notes and all correspondence with us. Each shipment is to have a delivery note accessible from the outside of the shipment. The delivery note is to include an itemised list of the deliverables with dimensions, weight, quantities and our order number as well as the receiving location. Partial, remainder and replacement shipments are also to be indicated as such on the delivery note. In the event of partial, remainder or consolidated shipments, the delivery and/or accounting position of each order must be assigned on the invoice and delivery note. For work completed on an hourly basis, the certified verification must be submitted with the invoice.

4.2 Packaging costs are borne by the seller unless otherwise agreed in writing. You are responsible for removing the packaging according to the statutory requirements. The goods are to be packaged such that damages during transport are avoided. Packaging materials are to be used only to the extent necessary to achieve this purpose. Only environmentally friendly packaging materials may be used.

§ 5 Invoicing and payment

5.1 Invoices are to be submitted to us in duplicate with all documentation and facts in a separate and orderly form after the shipment has been completed. Payments and discount deadlines begin when a properly executed invoice is received, however, not before the goods have been received or the services accepted and not before any documentation, inspection notices or similar documentation for the scope of services have been contractually transferred to us. Every shipment is to be invoiced separately. This also applies to partial shipments which are to be agreed upon in writing. The remaining portion of the shipment is to be indicated in the invoice (see also 4.1).

5.2 If there is no agreement regarding payment conditions, payment is to be effected within 14 days with 3% discount, or 30 calendar days with 2% discount, or net after 45 calendar days calculated according to shipment/service and receipt of invoice unless we have agreed to other conditions in writing.

5.3 Payments are not acknowledgement that the shipment / services are contractually compliant.

5.4 We are entitled to rights of set-off or retention within the legally allowable scope. Discounts are allowed in the event of retention, set-off or payment by bill of exchange.

5.5 Interest amounts may not be required. The default interest rate is 5% – points above the base interest rate. We are entitled in all cases to verify a lower late penalty than required by you.

5.6 Third parties not involved in concluding the contract are not entitled to demand payment from us. The responsibility of taking delivery remains with you even if you transfer your claim from the contract to a third party. If multiple persons are authorised to take delivery, we are entitled to render the entire payment with effect of execution for and against every single one of them depending on our convenience.

§ 6 Delivery dates, delays, force majeure

6.1 The delivery dates and deadlines indicated in the order are binding. Receipt of the goods at the receiving location or location of use as indicated by us, or the timeliness of the successful acceptance, shall be relevant for meeting the delivery date or deadline.

6.2 If you recognise that you will not be able to meet the scheduled date, you agree to inform us promptly by indicating the reason and the envisioned duration of the delay in writing. We reserve the right to be informed about the progress of the work at the location and place at any time.

6.3 The delivery of the contractual product in Europe shall take place via DDP (according to ICC Incoterms in its most recently valid version) to the shipping address indicated in our order.

6.4 If the shipping becomes delayed, we are entitled to statutory claims in full. In addition, we are entitled to choose the appropriate mode of shipping in the event of a delay in shipping if there is the possibility of production stops occurring. Any resulting, additional transport costs will be at your expense. We reserve the right to demand an agreed upon contractual penalty due to improper performance (section 341 German Civil Code) until the final payment.

6.5 You can only invoke the absence of necessary documents to be supplied by us if you have sent a written reminder for the documents and have not received them within a reasonable period of time.

6.6 Force majeure and labour disputes release us from the obligation to accept the ordered delivery/service in whole or in part for the dura-tion of the disturbance and to the extent of its effect, and we are entitled to withdraw from the contract if the delivery/service is no longer usable by us due to the delay caused by force majeure or labour disputes – taking into account financial aspects.

6.7 Should the delivery take place earlier than agreed, we reserve the right to return the shipment at your cost. If we do not return the early shipment, the merchandise will be stored on our premises at your cost and risk until the date of shipment.

§ 7 Warranty

Our rights in the event of material defects and defects in title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by you shall be governed by the statutory provisions with the following stipulations:

7.1 You must comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, profes-sional associations and trade associations for all deliveries/services. All goods must comply with the latest safety regulations and must be inspected by the responsible testing authorities upon delivery and approved for use for the intended purpose. You agree to hand over the applicable material safety data sheets with the delivery. You release us from all recourse claims by third parties in the event that you culpably fail to deliver the material safety data sheets to us, or deliver them late or faultily. The same applies for any late changes. If there are deviations from these regulations which are necessary in individual cases, you must obtain our written consent. This consent does not limit your liability for any defects. If you have concerns about the type of execution we are requesting, you must inform us immediately in writing. You undertake to utilise your personnel in compliance with all safety regulations, and to ensure that the safety and accident prevention regulations as well as the locally applicable regulations are observed.

7.2 You agree to use environmentally friendly products and processes for your deliveries and services and to require the same for any de-liveries or ancillary services by third parties within the scope of the financially and technically possible. You are liable for the environmental compatibility of the delivered products and for any consequential damage resulting from the violation of your legal obligations to dispose of them.

7.3 Any costs incurred for inspection and subsequent fulfilment shall be borne by you even if no defects are present. Our liability for damages in the event of an unjustified request to remedy defects shall remain unaffected; in this respect, however, we shall only be liable if we have recognised that no defect existed.

7.4 If you do not meet your obligation to subsequent fulfilment – at our discretion by eliminating the defect (subsequent improvement) or by delivering a defectfree item (replacement delivery) – within a rea-sonable period of time set by us, we may remedy the defect our-selves and demand reimbursement from you for the expenses re-quired for this or a corresponding advance payment. If the subse-quent fulfilment by you has failed, or is unreasonable for us (e.g. due to particular urgency, danger to operational safety or imminent disproportionate damage), no time limit is required; we will inform you immediately, if possible in advance, of such circumstances.

7.5 Notwithstanding the statutory provisions, the general limitation period for claims for defects is 3 years from the transfer of risk. If an acceptance of performance is agreed, the terns of limitation begin with the acceptance. The 3-year limitation period shall also apply to claims arising from defects of title, whereby the statutory limitation period for claims for restitution in rem by third parties shall remain unaffected; claims arising from defects of title shall, under no circumstances, become statutebarred as long as the third party can still assert the right against us – in particular in the absence of a limitation period.

§ 8 Spare parts, quality assurance, product liability

8.1 You agree to make replacement parts available for the common service period and to deliver these to us under appropriate condi-tions. Should you, for whatever reason, stop production, delivery and/or fulfilment, you are obliged to inform us immediately of your intention so that, through mutual agreement, the provision of spare parts can be guaranteed for production materials, among other things.

8.2 If you are responsible for any product damage, you are obliged to indemnify us against claims for damages by third parties upon first request, provided that the cause lies within your area of control and organisation and you are liable to third parties. Within the scope of your liability for such cases of damage, you are also obliged to reimburse any expenses which result from or in connection with a recall action carried out by us pursuant to the German Civil Code sections 683 and 670 and sections 830, 840 and 426. We agree to inform you about the content and scope of the recall measures to be carried out, as far as possible and reasonable, and to give you the opportunity to comment. Other legal claims remain unaffected.

8.3 You agree to carry out quality assurance in accordance with the latest state of the art appropriate for the type and scope and to pro-vide us with proof of this upon request. You agree to conclude an appropriate quality assurance agreement with us if we consider this necessary.

8.4 In consultation with us, you agree to mark the deliverables in such a way that they are permanently recognisable as your products.

8.5 In addition, you agree to insure yourself against all product liability risks, including the risk of recall, at an appropriate amount and to present the current insurance policy to us for inspection once a year without being requested.

§ 9 Liability

Any claims by you for damages against us due to mild negligence, on whatever legal grounds, are excluded. This exclusion of liability does not apply to claims against us for damages based on a breach of essential contractual obligations. Essential contractual obligations refer to the primary obligations ensuing from the contract, such as payment of the purchase price and acceptance of the goods. Furthermore, the exclusion of liability does not apply to cases of injury to life, body and health. In cases of violation of essential contractual obligations due to mild negligence, compensation shall be limited to compensation of the typical damage foreseeable at the signing of the contract. Insofar as our liability is excluded or limited, this also shall apply to the personal liability of our employees, representatives and vicarious agents.

§ 10 Fees

If there are claims for damage compensation or reimbursement of expenses, the processing time for us will be charged at an hourly rate of EUR 50.00.

§ 11 Copyright and other proprietary rights, right to parts or tools

11.1 We reserve the rights of ownership and copyright to any illustrations, drawings, calculations and other documents made available by us within the scope of the contract execution; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for the production of our order; after completion of the order, they are to be returned to us without request, except for documents meant for onetime use which are to be destroyed. You agree to keep these confidential from third parties; in this respect, the provision of Clause 12 also shall apply.

11.2 You assure that no rights of third parties are infringed by the delivery or in connection with the delivery. You agree to indemnify us and our customers from claims by third parties arising from any infringe-ments of industrial property rights for which you are responsible and also to bear all costs incurred by us in this connection. The limitation period for these claims is three years, beginning with the transfer of risk.

11.3 If we provide parts to you, we reserve title to them. You agree to process or transform them for us. If our reserved goods are pro-cessed or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed or mixed items at the time of processing.

11.4 We reserve the right of ownership, or co-ownership in the case of cost-sharing, to any tools made available by us. The tools are on loan to you. For co-ownership of a tool, we reserve the option-to-buy your co-ownership share.

11.5 You agree to use the tools exclusively for producing the goods ordered by us. The tools may not be reproduced without our prior consent in writing. Reproduction of the tools, once they are made, become our property or co-owned property.

11.6 You are authorised to use these tools, store them at your premises and make them continuously functional only with our permission. You agree to label the tools as our (co-owned) property and to transmit our tool numbers, tool designations and photos (in digital form) after the tools are made as a documentation of the identifica-tion of the tools.

11.7 You have no right of retention for any reason to the tools. Tools and their reproductions may not be made accessible to third parties (in-cluding sub-contractors) and may not be used for any purpose other than the agreed purpose.

11.8 You also agree to insure the tools belonging to us for their full, new value against fire, water and theft at your own cost. You simultane-ously agree to assign any and all damage claims arising from this insurance to us with this contract. We herewith accept this assignment. You agree to execute any necessary service and inspection, maintenance and repair work promptly and at your own cost and to notify us of any problems immediately. This applies to replacement tools as well.

§ 12 Confidentiality

You agree to treat the conclusion of the contract confidentially and may only refer to business relations with us in advertising material only after we have granted our consent in writing. The contracting parties undertake to treat as trade secrets all commercial or technical details which are not obvious and which become known to them through the business relationship. Subcontractors shall be obligated accordingly. You agree to inform us immediately if you detect that information which should be kept secret has come into the possession of an unauthorised third party or that a confidential document has been lost.

§ 13 Partial invalidity

Should individual parts of these General Terms or Purchase be legally ineffective, the validity of the remaining provisions shall not be affected.

§ 14 Contractual language / correspondence

The German language version shall be binding. All correspondence and other records and documents are to be written in German. That applies for all other documentation as well, such as payment and warranty guarantees. If the contractual partners use another language as well, the German wording shall have priority. If there is a translation of the con-tract, the German version shall prevail.

§ 15 Termination / right of withdrawal

We are entitled to terminate the contract in whole or in part without notice, or to withdraw from the contract without any claims being able to be derived from it against us if you were unable to provide the services assured and did not or could not provide after expiry of a reasonable grace period, or if you become insolvent after concluding the contract, unless insolvency proceedings have already been filed, then the right only exists if the application was rejected for lack of assets. If the contract is terminated by us, the services performed up to that point shall only be invoiced at contract prices to the extent that they can be used by us as intended. The resulting damages are to be accounted for in the settlement.

§ 16 Place of execution

Unless expressly agreed otherwise, the place of fulfilment for the delivery obligation is at our company headquarters.

§ 17 Seat of the court

For all contractual and non-contractual disputes arising from agreements which are intended to be governed by this General Terms of Purchase, the competent court of jurisdiction shall be exclusively the local and international court for our headquarters. However, we reserve the right to also file with a court of jurisdiction for your place of business or any other competent court on the basis of domestic or foreign law.

§ 18 Applicable law

Contracts under these Terms of Purchase are governed by German law.

KBL GmbH

Ringstraße 24-26

56307 Dernbach Germany

Telefon +49 (0) 2689 94260

Fax +49 (0) 2689 942666