Terms of Sale, Delivery, Installation and Repair

Antriebstechnik delta GmbH

We conclude sales and other supply contracts exclusively on the basis of our General Terms of Sale and Delivery. Buyer/orderer (hereinafter referred to as “customer”), by accepting our offer, expressly states his agreement with our general Terms of Sale and delivery. If the customer confirms our offer without agreeing fully to our General Terms of Sale and Delivery, these terms apply to the exclusion of any other terms, even if we fail to object. Deviations from our General Terms of Sale and Delivery apply only if expressly accepted by us in writing. If the customer does not agree to this procedure he shall express his disagreement in a separate letter. In this case, we can cancel our offer and no claims can be made on us from such cancellation. Our General Terms of Sale and Delivery also apply to all future sales and other supply contracts even if no express reference to them is contained in the contract.

I. OFFERS

First offers are normally submitted free. A charge will be made for all further offers or design work which does not result in a contract or if the contract is not performed. All documents, such as figures, drawings or dimensions, which are part of an offer are only approximate and not binding. All cost estimates, drawings and other documents are our property and we own the copyright in these documents. They must not be disclosed to any third party

II. SCOPE AND DELIVERY

Binding for the scope of delivery is our order confirmation. Guards are only supplied if agreed in writing. Collateral agreements and changes in order to be effective must be made in writing.

III. PRICES AND PAYMENT

1. Unless agreed otherwise, all prices are quoted ex works, including loading, excluding packaging. If the cost of materials, rates or other cost items change, we are entitled to a reasonable increase of the agreed price.

2. Unless agreed otherwise, all payments are made on the basis of our invoices.

3. If a customer delays payment and in case of agreed payment by installments delays two successive installments or any part thereof, we can cancel the contract or claim damage due to non-performance after a reasonable extension at the end of which payment has still not been made, notwithstanding our rights in Section VI, clause 3 hereof. Interest on arrears is charged at the rate of 2% above the discount rate of Deutsche Bundesbank, at least 5% p.a. The right to claim higher loss of interest is reserved.

4. The customer cannot set off any money from amounts due to us unless the money is not in dispute or subject of a final court judgment. The customer can only exercise a right of retention based on a claim from the same contract.

IV. TERM OF DELIVERY

1. All terms of delivery are without obligation. The agreed term of delivery begins with the dispatch of the order confirmation but not earlier than the supply of all documents, approvals, releases and the receipt of an agreed advance payment from the customer. The term of delivery has been met when the goods have been dispatched from the factory or the customer has been notified that the goods are ready for dispatch at the end of the delivery term.

2. The term of delivery extends by the duration of a case of force majeure or other unforeseen event, e.g., war, upheaval, disruption of operations, strike, lockout. The delivery term also extends by the period for which the availability of raw or construction materials is delayed provided it can be proved that the delay substantially affects the completion of the goods and we are not responsible for it.

3. Six weeks after the lapse of a non-binding term of delivery, the customer can set a reasonable deadline in writing after which we will be in default. After that deadline, the customer can set a reasonable grace period indicating that he will not accept delivery of the goods after the grace period. At the end of the grace period, if delivery has still not been made, the customer can withdraw from the contract by written statement or, if we are guilty of gross negligence, can claim damage due to non-performance. We are in delay provided the customer meets his obligations under the contract.

4. If dispatch of the goods is delayed by the customer he must pay a warehousing fee at the minimum rate of 0.5% of the invoice amount per month effective at the end of one month after he was informed that the goods are ready for dispatch. At the end of a reasonable period set by us, within which the customer can take delivery of the goods, we can dispose of the goods and make delivery to the customer at a later date.

V. PASSING OF RISK AND RECEIPT

1. The risk in the goods, including goods in partial delivery, passes to the customer latest at the time the goods are dispatched also if we have agreed to provide extra services, such as to take over the cost of transportation, to transport or install the goods. On the customer’s request, we insure the goods against breakage, damage in transport, by fire or water at the customer’s cost.

2. If the dispatch of the goods is delayed for reasons for which we are not responsible, the risk passes to the customer at the time the customer is advised that the goods are ready for dispatch. If requested by the customer, we provide insurance cover for the goods at the customer’s cost.

3. We can make partial shipments.

4. The customer can decline receipt of the goods only if they hve substantial defects.

VI. RETENTION OF TITLE

1. We retain the title to all goods supplied by us until payment of all amounts due under business done with the customer have been paid in full. All machining and processing of goods delivered by us title to which is retained is on our order but without obligation on us. If any goods title to which is retained are mixed, mingled or combined with other goods, the customer hereby assigns to us all property or co-ownership rights in the new product and shall keep the it for us with the diligence of a prudent merchant. The customer shall not dispose of any goods title to which we retain except in the normal course of business provided he is not in default of payment. As security, the customer assigns to us 100% of all claims on his buyers, including all subsidiary rights, due to him from the sale or any other cause in law already at the time of conclusion of the contract. The customer can collect all amounts due as long as he is not in default of payment.

2. If the value of the goods title to which is retained and provided as security exceeds the total amount due to us by more than 20%, we are obliged to release as much of the security on the customer’s request.

3. For as long as title in the goods is retained, the customer is entitled to possession and use of the goods provided he meets all obligations relating to the retention of title and is not in default of payment. If the customer delays payment or fails to discharge of his obligations in connection with the retention of title in the goods, we can require return of the goods and, after setting a reasonable deadline, sell the goods in the open market taking into account the price at which the goods were purchased. If we require return of the goods, the customer is obliged to follow this request without delay. All cost in connection with the disposal of reserved goods are to the customer’s account. The cost of disposal amount to 10% of the sales proceeds; the customer can prove that the actual cost was lower or higher than that. The proceeds from the sale of the reserved goods will be credited to the customer after deduction of the full disposal cost and all other outstanding amounts in connection with the contract.

4. For as long as title in the goods is retained, the goods shall not be sold, pledged, provided as security, leased or disposed of in any other way impairing our security, except with our prior written agreement.

5. Any recourse to reserved goods by any third party, in particular, in connection with an order of attachment, must be communicated to us by the customer in writing without delay and the party taking recourse shall be informed of the reservation status of the goods. The customer is obliged to bear all costs for averting the recourse and restoring the reserved goods if the cost cannot be recovered from a third party.

6. We can insure the reserved goods against fire, water and other damage if the customer fails to submit proof of sufficient insurance coverage of the goods for the duration for which the title in these goods is retained.

7. The customer is obliged to maintain the reserved goods in good condition for the duration for which the title in these goods is retained and to carry out all required maintenance and repair work without delay.

VII. WARRANTY

Our warranty for defects in the goods is as follows:

1. All parts which fail within 6 months, or within 3 months in multiple shift service, after handing over the goods due to a cause existing before the passing of risk, in particular, defects of type, poor material or poor workmanship, will be repaired or replaced free. If repair fails the customer at his option can claim reduction of the purchase price or cancellation of the supply contract. The customer can claim damage only if the damage has been caused by us by intent or gross negligence.

2. No warranty can be claimed unless the defect is due to a cause for which we are responsible, e.g., improper use, wrong installation or start-up by the customer or another party, natural wear and tear, wrong or careless treatment, wrong maintenance or lubrication, exceeding use, unsuitable utilities or materials, poor construction work, unsuitable building site, chemical, electrochemical or electrical effects. The customer cannot claim warranty if he uses replacement or spare parts which are not from our supply.

3. The customer must notify all defects without delay, latest within one week of their detection. The time limit for all warranty claims by the customer is 6 months from the receipt of the goods.

4. Replaced parts become our property. The warranty for replaced items is the same as for the goods. In case of repair, the warranty extends by the time needed for the repair.

5. The customer is not entitled do carry out repairs or have them carried out unless we have delayed the repair or the customer had to undertake the repair because it was urgent for business reasons or a danger would have existed if the repair had not been done.

6. Our liability for spare parts deliveries is limited to the cost of the replaced item(s) and the shipping charges. These are accepted only to the extent they are incurred within Germany. Any cost of rework accruing outside Germany is paid by us only to the extent to which such cost would have accrued had the work been done in Germany.

VIII. LIABILITY

Notwithstanding the legal reason, we are only liable for damage caused by intent or gross negligence. The customer cannot claim consequential damage, for example, loss of production. Our liability for any suggestions made or advice proposed after conclusion of the contract as well as for any obligations accessory to the contract is limited to cases in which we have caused the related damage by intent or gross negligence.

IX. WITHDRAWAL FROM CONTRACT

Unforeseen events within the meaning of Article IV of these General Terms give us the right to withdraw from the contract if they substantially change the economic importance or content of the contract or have a significant effect on our business. We are also entitled to withdraw if delivery becomes impossible subsequently for reasons for which we are not responsible. The customer cannot claim damage in any of these cases.

FINAL PROVISIONS

The place of performance is Erlangen. Erlangen is also expressly agreed as legal venue for all disputes out of the business relationship if the customer is a merchant. Our relationship with the customer is exclusively subject to the laws of the Federal Republic of Germany.

If one or several provisions herein should be without effect, the other provisions will not be affected.

Closing year: 2001