of SATA GmbH & Co. KG, Domertalstrasse 20, D-70806 Kornwestheim, Germany

The following general Conditions of Sale and Delivery shall apply to contracts made with SATA GmbH & Co. KG, providing that they do not contract the terms of any other written agreement be-tween the parties:

I.  Offer and Purchase Order
1. Offers are not binding. The documentation submitted along with the offer, such as illustrations, drawings, weight and dimension data are only authoritative to an approximate extent, as far as they are not explicitly classified as binding. SATA reserves property and copy rights with estimates, drawings and other docu-mentation; they must not be disclosed to any third party. SATA is obliged not to disclose to a third party any plans classified as confidential by the purchaser, except with his explicit consent.
2. Purchase orders are only regarded as accepted if they are not renounced within an appropriate period, or if they are confirmed by SATA in written form. It shall be assumed that other conclusions than those con-tained in this order confirmation have not been made.

II.  Scope of delivery
1. The scope of delivery is governed by the order or by SATA’s written order acknowledgement. All agreements established between SATA and the purchaser with regard to the execution of this contract are to be included in this contract in written form.
2. Dimensions, weights and -in the case of small parts which are difficult to count -quantities of the delivery may differ by +/- 5%.
3. Tools, models and test samples remain the property of SATA, even if they have been invoiced in part or in total. The obligation to retain these items shall lapse two years after the last delivery. In the case of deliver-ies according to drawings or instructions of the purchaser, SATA shall not be subject to property rights claims by a third party.

III. Price and Payment
1. All prices do not include the statutory value added tax and apply ex works Kornwestheim. Prices do not include packing, freight, postage and insurance costs. For single orders for spare parts, repairs and special models, a charge for a minimum quantity can be applied.
2. Invoices on repairs, tools and development charges are payable immediately net without any deduction. All other invoices are due within 14 days after receipt of invoice less 2% discount or within 30 days after receipt of invoice net as far as no other conclusions have been made. Bills of exchange shall only be acceptable upon special agreement; discounts and expenses shall be debited according to normal banking practice. If the purchaser exceeds the given payment term, SATA is entitled to apply interest on arrears as well as possibly incurring damage by arrears. If the payment term is exceeded SATA is entitled to invoice interest on arrears amounting 8% above the respective basic interest rate as per § 247 BGB (German Civil Law Code). SATA shall be free to claim possibly incurring damage by arrears.
3. The purchaser may only charge a counterclaim where said counterclaim is undisputed, legally stipulated or ready for decision. A right of retention with regard to a counterclaim may only be exercised, under the stipulations in the above sentence 1, if SATA’s claims and the purchaser’s counterclaims are based on the same transaction.

IV. Delivery time
1. Delivery dates or times given by SATA are non-binding, as long as no other conclusion has explicitly been made. In case of a binding delivery time, it shall start with the despatch of the order acknowledgement but not before submission of the documents to be obtained by the purchaser such as approvals and releases, as well as before the receipt of the agreed deposit amount.
2. The delivery period shall be considered to have been met if the specified goods have left the factory before the end of the delivery period or if information has been provided that it is ready for despatch.
3. The delivery period is extended accordingly in the event of industrial action such as strikes and lock-outs as well as unforeseeable hindrances beyond the control of SATA, providing that such hindrances can be proved to have a substantial influence on the production or supply of the goods. The same shall apply to sub-contractors.
In important cases, SATA shall inform the purchaser of the start and end of such hindrances at the earliest possible date.
4. The purchaser is entitled to withdraw from the contract covering the respectively delayed delivery if SATA has caused the delay and an appropriate extension stipulated by the purchaser has passed without the desired result. The purchaser is obliged, upon SATA’s demand, to declare within an appropriate time if he withdraws from the contract due to the delayed delivery and/ or demands damages claims instead of the performance, or insists on the performance being fulfilled. Further claims regarding delays in delivery are exclusively determined in accordance with VIII.5 of these Conditions of Sale and Delivery.
5. Should despatch be effected at al later at the request of the purchaser, the costs arising from storage shall be invoiced to the purchaser, starting one month after the purchaser has been informed that the goods are ready for despatch; however, if the goods are stored in SATA’s factory, the charge shall be a minimum of 0.5% of the invoiced amount for each month.

V. Transfer of risk and acceptance
1. The risk shall pass to the purchaser at the latest when the goods are dispatched, even if part shipments are made or if SATA has undertaken other services, e.g. shipping costs or the transport and assembly of the goods. If requested by the purchaser and at his expense, the shipment will be insured by SATA against theft, breakage, damage during transport, fire damage, water damage and other insurable risks.
2. Should despatch be delayed as a result of circumstances for which the purchaser is responsible, the risk passes to the purchaser from the day of announcement that the goods are ready to ship; SATA is however under an obligation to arrange insurance at the request of the purchaser and at the purchaser’s expense, should the purchaser request this.
3. Part deliveries shall be allowed as long as this may be considered reasonable for the purchaser.

VI. Retention of ownership
1. SATA shall retain ownership of the items supplied until all payments from this transaction have been re-ceived. In the event of the items being sold to a third party prior to the final settlement of all claims of SATA, the purchaser shall assign to SATA receivables due to him from his purchaser for the amount of the invoiced value of the reserved items and possible claims arising from his own retention of ownership. SATA undertakes at the request of the purchaser to release collateral due to him under the above condi-tions as selected by SATA, provided that the realisable value exceeds the claims to be secured by 20%.
2. The purchaser may neither pledge nor assign by way of security the delivery item. In the event of seizure, confiscation or other disposals by a third party, the purchaser shall inform SATA of this without delay.
3. Should the conduct of the purchaser be in breach of contract particularly if payments are in arrears, after giving notice SATA shall be entitled to take back the goods and the purchaser shall be obligated to return them.
4. Asserting the retention of ownership, taking back the delivery item or pledging it as security by SATA does not constitute a withdrawal from the contract. In case of return SATA is entitled to freely decide to make best possible use of the items after initial threat and appropriate period. After deduction of appropriate re-alization cost, the revenue will be credited against the SATA claims.
5. Should aforementioned regulations be completely or in part void due to national law, it is in the purchasers responsibility to ensure that the unpaid goods are secured effectively in the best possible way in order to protect and preserve SATA’s ownership rights in such goods.

VII. Goods receipt control, complaints
1. The purchaser has to examine the goods received immediately upon arrival for defects and guaranteed characteristics. Obvious defects detected in the shipment are to be notified in written form to SATA at once, at the latest within seven days after receipt of goods; hidden defects are to be notified to SATA at the latest within seven days after their detection. Otherwise the shipment will be considered as approved.
2. The purchaser has to give SATA the occasion to verify the complaint; especially put damaged goods and their packaging at SATA's disposal for inspection. In case of refusal, SATA shall be free from any liability. Only in urgent cases when operating safety may be endangered or in order to avoid unreasonable damage - while SATA is to be notified immediately - or in case SATA delays the elimination of the defect, the purchaser is entitled to eliminate the defect himself or with the help of a third party, and claim reimburse-ment of the cost incurred from SATA.

VIII. Liability for defects in shipments
1. Defective goods are to be optionally repaired or replaced by SATA, at its own cost, within an appropriate period determined by the purchaser. Replaced goods become his property. If repair or replacement is not possible, or is not effected or fails, for other reasons SATA is responsible for, within the period determined by the purchaser, the purchaser has the option to either withdraw from the contract covering the defective shipment or reduce the purchasing price.
2. With view to the direct cost provoked by repair or replacement, SATA -as far as the complaint turns out to be justified -bears the cost for the spare part including shipping. Any cost incurring with the purchaser are to be borne by him. Necessary assembly and travelling cost incurring in conjunction with unjustified com-plaints, are to be borne by the purchaser. Any modifications or repair work effected by the purchaser or a third party in an inappropriate manner or without previous consent by SATA renders void SATA's liability for the consequences thereof.
3. Any purchaser's claims regarding expenses required by the fulfilment of his claim -in particular transport, travel, work force and material cost - are excluded in case these expenses are increased due to the fact that the item supplied has been transported subsequently to a place other than the purchaser's company site, unless this transport is in accordance with its normal utilization as defined.
4. SATA shall not be liable for damage to the goods provoked by natural wear, inappropriate or incorrect use, faulty assembly or putting into operation, excess charge or inappropriate modification or repair effected by the purchaser or a third party, inappropriate cleaning methods, electrochemical or electrical influences, as far this damage does not arise by SATA's fault.
5. Any further purchaser's claims, especially for damages claims instead of performance, or for replacement for any other indirect or direct damage - including parallel or consequential damage, no matter what legal cause from - are excluded.
This does not apply if:

a) SATA has fraudulently concealed any legal or actual defect or has taken over a warranty for the quality of the goods

b) the damage is based on a deliberate act or gross negligence by SATA, its legal representative or auxil-iary person, or a grossly negligent infringement of essential contractual obligations by these persons, or

c) a culpable infringement of obligations by SATA, its legal representative or auxiliary person has led to physical or health damage.

In case of slight negligence, however, the amount of SATA's replacement obligation is limited to the foreseeable, typical damage as defined in the contract.
6. The stipulations as per paragraph 5 are valid correspondingly for the purchaser's direct claims against SATA's legal representatives or auxiliary persons.
7. Any purchaser's claims from complaints, including the damages claims listed in paragraphs 5 and 6, become prescribed within one year after submittal of the goods to the purchaser. For spare parts and repairs, the prescription period is 12 months; however, it shall be in charge at least until the expiration of the origi-nal prescription period for the item supplied. The liability period for the item supplied is prolonged by the duration of the operation interruption caused by the repair work.
8. In case of purchase of consumer goods by the purchaser, the purchaser's rights from §§ 478, 479 BGB (German Civil Law Code) shall be untouched.
9. For the rest, the legal stipulations shall be valid.

IX. Liability for collateral duties
If, through negligence on the part of SATA, the item supplied cannot be used by the purchaser as intended in the contract as a result of a failure in or faulty execution of proposals and consultations or other contractual collateral duties before or after the contract was concluded, especially with regard to the operating and maintenance instructions for the item supplied, the provisions in Sections VII, VIII and XI shall be applied accordingly to the exclusion of further claims on the part of the purchaser.

X. Limitations of Disposal
The purchaser undertakes
1. neither to attempt to gain customers outside Germany and within the European Community and the remaining European Economic Area for the goods supplied, nor to maintain subsidiaries or delivery warehouses, to the extent that SATA is exclusively entitled to the distribution in these areas or has attributed it exclusively to specific dealers,
2. not to enter into direct or indirect business with purchasers whose business or residential address is located outside the European Community states or other states of the European Economic Area.
3. if his / its business or residential address is outside the European Community or outside the remaining European Economic Area, not to enter into direct or indirect business with purchasers whose business or residential address is located outside the country to which SATA ships the items.

XI. Rights of the purchaser to withdrawal and other liability of SATA
1. The purchaser may withdraw from the contract if it finally proves impossible for SATA to perform the entire obligation before the transfer of risks. The same applies if there is inability on the part of SATA to perform the contract agreed upon. The purchaser may also withdraw from the contract if, for an order of similar objects, the provision of a number of the items is not possible and he has a legitimate interest in refusing a partial delivery.
2. Should the delay in supplying the goods or services be within the meaning of Section IV of the conditions of delivery and should the purchaser grant SATA who is in arrears a reasonable extension with the express declaration that after this period has passed he will refuse to accept the goods or services, and if the goods and services are not provided within this additional period, the purchaser is entitled to withdraw from the contract.

XII. Exclusiveness, partial nullity
1. These Conditions of Sale an Delivery will not be restricted by other general conditions of the purchaser, unless these are confirmed in writing by SATA.
2. Should any of the aforementioned conditions become invalid for any reason, all other conditions shall  remain unaffected.

XIII. Place of jurisdiction
1. For all disputes arising from the contractual relationship if the purchaser is a trader, a legal person under public law or a separate estate under public law, legal proceedings are to be instituted at the court which has jurisdiction over the headquarters or branch office of SATA responsible for supplying the goods. SATA is also entitled to institute legal proceedings at the purchaser’s headquarters.
2. This contract is subject to the laws of the Federal Republic of Germany, excluding the UN sales law.

Order No. 34876 (Conditions of Sale and Delivery)