1 General considerations and scope

(1) All deliveries, services and proposals made or provided respectively by us, i.e. Geroh GmbH & Co. KG (henceforth referred to as "Seller"), are made solely on the basis of the-se Terms and Conditions (henceforth referred to as "T&C"). These Terms and Conditions are a component of all contracts and agreements that the Seller concludes with its con-tractual partners (henceforth referred to as "Customers") concerning the goods and ser-vices he provides.

(2) These T&C apply also for all future business relationships with the Customer even when no explicit is reference is made to the T&C when contracts concerning a business relationship are concluded. At the latest when the goods or services are accepted by the Customer these T&C are deemed to have been accepted. This means that any asser-tions to the contrary by the Customer with reference to the Customer's business or pur-chasing conditions are contradicted by the T&C. The validity of other business conditions is hence excluded insofar as the Seller has not agreed to these in writing. This applies al-so in the case that the Seller refers to a written communication that contains or refers to the business or purchasing conditions of the Customer or a third party.

(3) Written contracts including these T&C are the sole basis of a legal relationship be-tween the Seller and the Customer. All individual agreements between the contractual partners parties regarding the object of the contract are represented in their entirety in the contract. Oral assurances on the part of the Seller and his sales staff made before con-cluding the contract are not legally binding and oral agreements of the contractual parties will be replaced by the written contract insofar as it is not explicitly stated that they shall continue to have a binding validity. Alterations and amendments of the individual agree-ments including these T&C require the written form to be enforceable. This applies also for this clause concerning the written form.

(4) If requirements of the written form are made within the scope of these T&C, a com-munication in text form, in particular by means of fax or e-mail, will always be sufficient to meet this requirement, unless an explicit provision to the contrary has been agreed.

(5) With the exception of directors or authorised signatories the Seller's employees are not authorised to make oral agreements that deviate from the preceding provisions.

(6) Should individual provisions – in their entirety or partially – of these T&C or the con-tract in a particular case be or turn out to be after these T&C have been concluded to be entirely or partly invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of these T&C. In such a case the invalid or unenforceable provision shall be replaced by the valid and enforceable provision of which the effects will be closest to the financial aims that the Parties pursued with the invalid or unenforceable provision. The aforementioned agreements of this paragraph apply accordingly in the case that these T&C turn out to have loopholes.

2 Proposal and conclusion of a sales contract

(1) All proposals made by the Seller are subject to confirmation and non–binding insofar as they are not explicitly declared to be binding or they contain a particular term of ac-ceptance.

(2) If the Customer orders goods or services from the Seller this is a legally binding offer to purchase. Insofar as nothing is agreed explicitly to the contrary, the Customer is bound unilaterally for four weeks to his offer.

(3) However, the contract with the Customer comes into force only when the Seller has issued a written order confirmation. Irrespective of this, a legal obligation also comes into force when the Seller commences with the delivery of the goods or provision of the ser-vice.

(4) Data given by the Seller specifying the object to be delivered or the service to be pro-vided (e.g. colours, weights, dimensions, serviceability, rating, tolerances, technical data etc.) as well as an illustration of this information by the Seller (e.g. drawings, diagrams, etc.) is only approximate insofar as the use for the contractually stipulated purpose does not presuppose that the specified data corresponds exactly to the information. The data does not correspond to the properties and condition of the object but is instead a descrip-tion and identification of the goods delivered or services provided respectively. Custom-ary deviations and also deviations arising from legal regulations or in connection with technical improvements or in the form of the replacement of components by parts of the same value are permitted insofar as they do not impair the usability for the contractually stipulated purpose. The Seller, however, is not obliged to carry out alterations of this na-ture to any products already delivered.

(5) The Seller retains explicitly the title and/or the copyright to any proposals and esti-mates as well as drawings, diagrams, calculations, brochures, catalogues, models, tools or comparable documents and auxiliary materials placed at the disposal of the customer. Without the explicit prior agreement of the Seller, the Customer may neither allow third parties to have access to these objects and auxiliary materials as such nor as far as their contents are concerned, nor to make them known publicly, nor to use them or allow them to be used by a third party and nor to copy them or have them copied. Upon being re-quired to do so by the Seller, the Customer is obliged to return to the Seller these objects and aids completely and to destroy any copies if they will no longer be needed in the or-derly performance of the business transaction or if negotiations do not lead to a contract being concluded.

3 Prices

(1) The applicable prices are the standard prices for the goods and services named in the Seller's order confirmation. Supplements to these goods or services or special ver-sions of them will be charged for separately. Unless anything is agreed to the contrary prices will be quoted in euros ex works with respect to the Seller’s factory in Waischen-feld or the respective distribution warehouse of the Seller plus packaging and delivery as well as the rate of value added tax applicable on the date of the delivery of the goods or provision of the service respectively. In the case of export deliveries, customs duty and any other fees or statutory dues arising will also be charged.

(2) Insofar as the Seller's list prices are the basis of the agreed prices, and the delivery of goods or provision of services respectively will be made, according to the agreement, lat-er than four months after the contract has been concluded, the list prices of the Seller at the time when the goods are delivered or the services provided respectively are deemed to have been agreed.

(3) Apart from the above, the Seller reserves the right to change his prices to an appro-priate extent if, after the contract has been concluded, cost reductions or increases occur, in particular as a result of wage and salary agreements or increases in raw material pric-es. The Seller will give substantiate these charges to the Customer upon being required to do so.

4 Terms of payment and arrears with payment

(1) Risks associated with using the ordered goods and services are borne by the Cus-tomer. Consequently, if the Customer, as a result of circumstances arising after the con-clusion of the contract, cannot make use of the goods or services either at all or at the time intended, he must still pay the Seller according to the agreement. The deliv-ery/partial delivery of goods or provision/partial provision of services by the Seller will be due for payment – regardless of the circumstances arising after the contract has been concluded – in accordance with this Article 4. The same applies if the Seller has offered in a justifiable manner a delayed acceptance (cf. Sections 293 ff .of the German civil code) of the delivery/partial delivery of goods or provision/partial provision of services.

(2) Invoiced amounts are to be paid within fourteen days of the goods being delivered or the service being provided respectively at the agreed date without any deductions insofar as nothing to the contrary has been agreed in writing. The date payment is made is de-fined as the date when payment is received by the Seller. Instructions for payment, or checks or promissory notes, will only be accepted by the Seller if this has been specially agreed in writing and only accepted if he is recompensed for all financial charges arising from them.

(3) Apart from the above, in the case of orders with a total net value of over €50,000 for which no special written agreement exists, the Customer must make a payment of 30% of the total value when the contract is concluded – plus the value added tax applicable at this time – to the Seller as an instalment. The other provisions of Article 4 of these T&C will apply accordingly with respect to the mode of payment.

(4) In spite of any provisions of the Customer contrary to this, the Seller is authorised to set off payments he receives in the first instance against any existing debts. If the Seller does perform such a set-off transaction he will inform the Customer of the nature of this transaction. If costs and interest have already ensued, the Seller is authorised in accord-ance with Section 367 of the German civil code, to set off payments received first of all against the costs and then the interest and last of all to the main item to be paid for.

(5) If the Customer is an entrepreneur as defined by Section 14 of the German civil code the Seller is authorised to effect any outstanding deliveries or provision of services only against an advance payment or the deposit of a surety if after the contract has been con-cluded circumstances have become known as a result of which the credit worthiness of the Customer is adversely affected and the payment of outstanding claims of the Seller on the Customer arising from the contractual relationship concerned (as well as other in-dividual orders covered by the same framework contract) is endangered.

(6) If the Customer is in arrears with payment the Seller is authorised to demand from the Customer for each reminder charges of €10. This does not apply insofar as the Customer can show that lower costs have ensued. No costs will be charged for an initial reminder unless at the time it is issued, the Customer is already in arrears with payment arising from another cause named in Section 286 II of the German civil code.

(7) If the Customer is in arrears with payment the Seller – in addition to the aforemen-tioned provision in paragraph 6 – is authorised to require the Customer to pay interest from the date payment was due at a rate of 8% above the bank rate at the time con-cerned (cf. Section 247 of the German civil code) for the year as a lump sum for damag-es. Moreover the Seller is authorised to substantiate a higher value of damages arising from the arrears with payment and to enforce these against the Customer. Irrespective of that the Supplier can refuse in this case all deliveries of goods and provision of services to the Customer including those from other contractual relationships.

(8) The Customer is only authorised to set off, retain or diminish payment – in particular when notice of defects or counter-claims are being enforced – if the counter-claims or the defects of which notice is given are non-appealable or have been recognised by the Sell-er. Furthermore, exercising the right to retention of payment only exists for the Customer if it arises from counter-claims for the same contractual relationship.

5 Duration of performance and rights in the case of delay in performance

(1) Deliveries are made from the Seller's factory in Waischenfeld or the Seller's ware-house selected for the delivery in question.

(2) Quoted lead times are non-binding insofar as the delivery date has not been explicitly agreed in writing. Insofar as the Seller’s responsibility for delivery has been agreed the lead times and delivery dates are quoted in reference to the time the goods are handed over to the haulier, freight forwarder or any other third parties contracted to deliver the goods.

(3) Irrespective of his rights arising from arrears with payments of the Customer, the Seller can require of the Customer an extension of agreed lead times for delivery of goods or provision of services or a postponement of dates for delivery of goods or provi-sion of services by the time in which the Customer has not met his contractual obligations towards the Seller.

(4) The Seller is not liable in the case of the delivery of goods or provision of services be-ing impossible or for delays in these insofar as they are caused by Acts of God or other events that were unforeseeable when the contract was concluded (e.g. disruptions of all types to operations; difficulties in procuring energy or material; transport delays; strikes; lockouts in accordance with the law; shortage of personnel, energy or material; difficulties in obtaining necessary official permits; official measures; deliveries by suppliers either not made, incorrect or late) for which the Seller is not responsible. Insofar as such events make the delivery of goods or provision of services significantly difficult or impossible for the Seller and the hindrance is not of a temporary nature, the Seller is authorised to with-draw from the contract. In the case of temporary hindrances the agreed lead times for de-livery of goods or provision of services will be delayed by the duration of the hindrance plus an appropriate start-up time. Insofar as it is not reasonable to expect of the Custom-er as a result of this delay to accept the delivery of goods or provision of services, he can withdraw from the contract by means of an immediate written declaration for the Seller.

(5) Unless a partial delivery or provision of services has been expressly agreed, the Sell-er is only authorised to make partial deliveries to provide partial services if a) the partial delivery of goods or partial provision of services for the Customer can be used within the scope of the contractual purpose, b) the delivery of the remaining goods or the provision of the rest of the service is ensured, and c) no significant additional effort or costs ensue for the Customer, or they are signifi-cant but the Seller declares himself ready to assume these costs.

(6) Partial deliver of goods or partial provision of services can be invoiced immediately to the Customer by the Seller if there is no written agreement prohibiting this.

(7) If the Customer delays acceptance the Seller is authorised to require payment of the costs arising for him as a result (e.g. storage costs, increased transport costs, etc)

(8) If the Seller does not meet the agreed delivery date for delivering goods or for provid-ing a service, or if the delivery of goods or provision of services shall prove – for whatever reason – to be impossible, the Seller's liability – irrespective of the provision of Article 5 (5) – is limited to damages to Customers pursuant to Article 10 of these T&C.

6 Contractual obligations and termination of the contract

(1) Notice of the termination of further delivery of goods or provision of services (e.g. as a result of withdrawal from the contract, notice given for important cause, price diminution or damages instead of the performance of delivery of goods or provision of services etc) must always be given together with the reason and with a time limit (normally at least 2 weeks) being given for elimination of the defect of performance and can only be declared within 2 weeks of this time limit having elapsed. In cases of Section 323 II of the German civil code, specifying a deadline can be omitted. Whoever is responsible entirely or pre-dominantly for the disruption can not require the contract to be rescinded.

(2) All explanations in this context require the written form to be valid

7 Place of fulfilment, despatch, packaging, transfer of perils and acceptance

(1) The place of fulfilment for all obligations arising from this contractual relationship is Waischenfeld insofar as nothing has been determined to the contrary. Should the Seller also be responsible for the installation, the place of fulfilment is the location at which the installation takes place.

(2) The type of despatch and the packaging to be used will be determined at the discre-tion of the Seller.

(3) The peril of accidental destruction or accidental deterioration of the object to be deliv-ered is transferred to the Customer at the latest at the time of handing over the object to be delivered (with the commencement of loading being the determining factor) to the haulier, freight forwarder or any other third party commissioned with delivering the goods. This applies also if partial deliveries are made or the Seller is responsible for other ser-vices (e.g. delivery or installation). If the delivery or handover is delayed because of cir-cumstances for which the Customer is responsible the perils are transferred to the Cus-tomer on the day at which the Seller is ready to dispatch the goods and has apprised the Customer of this. In this case the Customer also bears the storage costs arising after the transfer of perils. If the Seller stores the goods, costs will be 0.25% of the invoiced amount of the objects in question to be stored for each completed week. For both parties the rights are reserved of enforcing and substantiating additional or lower storage costs.

(4) at the explicit wish of the Customer and at the Customer 's costs, the delivery will be insured by the Seller against theft, breakage, transport damage, fire damage and water damage or any other insurable risks.

(5) Insofar as an acceptance has to take place, the object of the contract is considered to have been accepted when a) the delivery and, insofar as the Seller is also responsible for the installation, the installation has been completed; b) the Seller has informed the Customer of this with reference to the notional ac-ceptance in accordance with this Article 7, paragraph 5, and has required him to carry out the acceptance; c) 12 working days have elapsed since the delivery or installation, or the customer has commenced to use the object of the contract (e.g. has commissioned the de-livered equipment) and in this case 6 working days have elapsed since delivery or installation; d) the Customer has omitted to carry out the acceptance within this period for a rea-son other than a defect notified to the Seller that would render use of the object of the contract impossible or only to a significantly impaired extent.

8 Guarantee, notification of defects and serving the guarantee

(1) The guarantee covers one year from delivery of the goods or – insofar as an ac-ceptance is required – from the acceptance.

(2) Claims made on the Seller arising from defects may only be made by the direct con-tractual partner and are not transferable except in circumstances covered by Section 354 a of the German commercial code. Deviations from this provision require the prior written agreement by the Seller.

(3) The delivered objects are to be examined with care immediately after being received by the Customer to a third party determined by the Customer. The objects are deemed to be approved if the Seller does not receive notice of the defect – either immediately evi-dent or recognised as a result of an immediate careful examination – in writing and with an exact description of the defect within five working days from the arrival of the object of the contract or within five working days of the defects being discovered or the time at which the defect was recognisable without a closer examination by the Customer during normal use of the object of the contract. Upon being required to do so by the Seller, the Customer must ensure that the object of the contract found to be defective is sent back to the Seller without freight costs being charged. Should the notice of defects be justified, the Seller refunds the costs of the most economic means of transport. This does not ap-ply for increased costs arising from the object of the contract being located at any place other than the place where it was intended to be used.

(4) in the case of material defects of the delivered object of the contract the Seller is obliged and authorised to choose within a reasonable period of time between repairing or replacing the object. Should this turn out to be unsuccessful, i.e. it turns out that either a repair or replacement would be impossible, or it would be unreasonable to expect the Customer to accept the repair or replacement, or the repair or replacement would lead to an unacceptable delay, the Customer can withdraw from the contract or reduce the pay-ment by an appropriate amount.

(5) Moreover, if the Seller is responsible for the defect, the Customer can demand dam-ages from the Seller in accordance with the circumstances named in Article 10.

(6) In the case of defects of components from other manufacturers that the Seller cannot eliminate for reasons connected with licensing law or for technical reasons, the Seller can choose between enforcing guarantee claims against the manufacturer(s) and sub-suppliers on the account of the Customer or assign these claims to the Customer. Guar-antee claims against the Seller exist for defects of this type according to other circum-stances and in accordance with these T&C only if litigation concerned with enforcing the aforementioned claims against the manufacturer(s) and sub-suppliers was unsuccessful or – e.g. because of a case of insolvency – has no chance of success. During the legal dispute the statute of limitations of the relevant guarantee claims of the Customer against the Seller does not apply.

(7) The guarantee lapses if the Customer, without the agreement of the Seller, alters the object of the contract or has it altered by third parties, and eliminating the defects be-comes as a result impossible or is only possible with an unreasonable amount of effort. At all events the Customer has to bear the additional costs for the elimination of defects arising from this alteration.

(8) No guarantee is given for any individual case of delivery of used goods agreed with the Seller.

9 Intellectual property rights

(1) In accordance with this Article 9 the Seller guarantees that the delivery of goods or provision of services of the Seller is not subject to commercial property rights or copyright of third parties. Each contractual partner (Seller and Customer) will inform immediately in writing the other partner if claims because of the infringement of such rights are being en-forced against him.

(2) In the case that deliveries of goods or provision of a service of the Seller infringe commercial property rights or copyright of a third party, the Seller will at his choice and cost modify the object being delivered/provided or exchange them to such an extent that any third party rights are no longer infringed, with the objects of delivery or provision con-tinuing to fulfil the contract of the agreed purposes and functions, or that the Customer will – as a result of a relevant licensing contract being concluded for the object to be de-livered – be granted a usage right of the goods to be delivered or services to be provided. If he does not succeed in doing this within a reasonable period of time, the Customer is authorised to withdraw from the relevant contract or to diminish the agreed payment by an appropriate amount. Any claims for damages on the part of the customer are subject to the limitations of Article 10 of these T&C.

(3) In the case of infringement of the law arising from the products of other manufacturers supplied by the Seller, the Seller can choose between enforcing guarantee claims against the manufacturer(s) and sub-suppliers on the account of the Customer or assign them to the Customer. Claims against the Seller exist in these cases in accordance with Article 9 of these T&C only if litigation concerned with enforcing the aforementioned claims against the manufacturer(s) and sub-suppliers was unsuccessful or – e.g. because of a case of insolvency – has no chance of success. During the legal dispute the statute of limitations of the relevant guarantee claims of the Customer against the Seller does not apply. Apart from that any claims for damages by the Customer are limited in this case too by Article

10 of these T&C. 10 Liability for damages

(1) The Seller's liability for damages, irrespective of the legal cause and in particular be-cause of a delivery being delayed or not being made at all, or because the delivered goods are defective or do not correspond to what was ordered, or because of a violation of the contract, violation of duties in contractual negotiations and impermissible conduct is limited, so far as the Seller is culpable in the case concerned, in accordance with this Article 10.

(2) The Seller is not liable a) in the case of negligence of his organs, legal representatives, employees or any other vicarious agents; b) in the case of gross negligence of an employee who is not an officer of the com-pany or any other vicarious agent, so far as it is not a case of the violation of du-ties crucial to the contract. Crucial to the contract is the obligation for deliveries of goods or provision of services that are timely and free of defects, and also for ad-visory, protective and custodial duties agreed in writing that shall enable the Cus-tomer to use the object of the contract in a manner according to the contract, or for the protection of life or limb of the personnel of the Customer or third parties, or the protection of the property of the Customer from considerable damage.

(3) Insofar as the Seller pursuant to Article 10, paragraph 2 of these T&C and because of the cause is liable for damages, this liability is restricted to damage, that the Seller at the time of the conclusion of the contract foresaw as a possible result of a contractual viola-tion or in consideration of the circumstances known to him or that he should have known, or he should have foreseen when applying normal commercial diligence. Indirect damage and damage arising as a consequence of defects of the object of the contract are moreo-ver only eligible for replacement insofar as such damage is typically to be expected by a planned use of the object of the contract.

(4) The preceding exclusions and restrictions of liability are valid to the same extent to the advantage of the organs, legal representatives, employees and other vicarious agents of the Seller.

(5) Insofar as the Seller gives technical information or is active in an advisory capacity and this information or advice is not the part of the contractually agreed extent of the goods to be delivered or services are provided, it will be provided without charge and to the exclusion of all liability.

(6) The restrictions of this Article 10 do not apply to the Seller's liability for intent, for guaranteed properties and condition, injury to life and limb, impairment to health, or ac-cording to the law on product liability.

11 Retention to title

(1) Until all the Seller's current or future receivables (accounts receivable) from the Cus-tomer (including all receivables accounted for on an open item basis) for all causes in law have been paid, following securities are granted to the Seller, which the Seller upon de-mand can release as he sees fit as soon as the realisable value of the securities sustain-ably exceeds the value of the accounts receivable to be secured by more than 20%.

(2) The Seller retains title to all objects of the contract until all of the secured receivables have been paid in full. This applies also to all future deliveries of goods and provision of services even when the Seller does not invoke this explicitly. The Customer is therefore obliged to treat the Seller's goods covered by the deliveries and service provision with due care until the title is assigned to him. He is in particular obliged to insure these goods adequately against theft, fire damage and water damage as well as any other insurable risks at their new value. In case maintenance and inspection work has to be carried out on the goods covered by delivery or service, the Customer must pay to have this done within the appropriate time.

(3) As long as the title has not yet been transferred, the Customer in the case of seizures by third parties of the goods covered by deliveries and the provision of services of the Seller – in particular in the case of goods pledged as security – to inform the third-party of the Seller's title and to inform the Seller immediately in writing so that the Seller can en-force his title. Furthermore, in this case the Customer is obliged to provide the Seller with all relevant data and documents that are required for a third-party lawsuit pursuant to Section 771 of ZPO [German rules of legal procedure for civil cases]. Insofar as the third party is not in a position to recompense the Seller for the court costs and out of court costs of a lawsuit in accordance with a Section 771 of ZPO, the Customer is liable to the Seller for the payment of these resulting costs.

(4) The processing or transformation of the object of the contract will always be carried out for the Seller as manufacturer, however without an obligation arising for the Seller. In this case the expectant right of the Customer to the processed or transformed object of the contract continues in force. If the Seller's title or joint title expires as a result of amal-gamation, blending or connection with objects pursuant to Sections 947, 948 of the Ger-man civil code that do not belong to the Seller, it is now agreed that the joint title or title of the Customer to the unified object is transferred to the Seller as a proportion of the total value corresponding to the invoiced value at the time the amalgamation, blending or con-nection takes place. The joint title or title of the Seller arising from this will then be in the Customer's safekeeping at no charge. Objects of the contract for which the Seller has a title or joint title will be designated below as goods with retained title.

(5) As security for the Seller's receivables from the Customer, the Customer assigns also those receivables to the Seller that represent money owed to him by a third party as a re-sult of the connection of the goods with retained title with land property.

(6) The Customer is authorised in the course of orderly business transactions to process and divest himself of the goods with retained title as long as he is in not in arrears with payment. Pledges as security or transfer by way of security are not permitted. Receiva-bles arising from the re-selling or for any other legal cause (e.g. insurance, impermissi-ble transaction) with respect to goods with retained title (including all receivables ac-counted for on an open item basis) will be assigned in full to the Seller now as security, irrespective of whether the goods with retained title have been sold without processing or after processing. The Seller will accept this assignment. Even after the assignment the Customer is authorised to accept payment of this receivable. This does not affect the authority of the Seller to collect payment of the receivable himself. However, the Seller undertakes not to collect payment of the receivable as long as the Customer meets his obligations for payment from the proceeds, and is not in arrears with payments, and in particular has not applied for insolvency proceedings to be opened, and has not sus-pended payments. If this is the case the Seller can require of the Customer that the lat-ter informs the Seller of the assigned receivables and their debtors, apprises him of all information concerning the collection, hands over the relevant documents, and informs the debtor (third-party) of the assignment. At the same time the Seller is authorised to disclose the assignment of the receivables and to give them up.

(7) In the case of conduct of the Customer that violates the contract – in particular being in arrears with payment – the Seller is authorised to withdraw from the contract and to demand the surrender their goods with retained title.

12 Statute of limitations

(1) The period after which the statute of limitations is applicable is a) for claims for repayment of the purchase price arising from withdrawal from the contract or from diminution of the scope of the contract, one year of delivery of the goods or provision of the service respectively, however not less than three months from giving the enforceable notice of withdrawal or diminution; b) for other claims arising from material defects, one year; c) for other claims for damage or the compensation for wasted expenditure, one year to commence at the time when the Customer becomes aware of the circumstanc-es substantiating the claim or, except in the case of gross negligence, would have become aware of them.

(2) The period after which the statute of limitations comes into force terminates at the lat-est when the maximum values of these periods in accordance with Section 199 of the German civil code have elapsed.

13 Place of jurisdiction; applicable law

(1) For any legal disputes arising from this business relationship – including those arising from receivables in connection with promissory notes and cheques – between the Seller and the Customer then, according to the choice of the Seller, the courts in Bayreuth or those in the municipality in which the Customer's branch office is registered will have ju-risdiction. For lawsuits brought against the Seller, Bayreuth will be the sole place of juris-diction. Mandatory legal requirements regarding sole places of jurisdiction are unaffected by this provision.

(2) The same place of jurisdiction will be applicable if the Customer does not have a place of jurisdiction within Germany, or after the contract has been concluded has changed his place of residence or normal place of domicile outside Germany, or if his place of residence or normal place of domicile is not known at the time the lawsuit is filed. Irrespective of these considerations, in the case of claims of the Seller on the Customer, the municipality in which the Seller's head office is registered will be the place of jurisdic-tion.

(3) The business relationship between the Seller and the Customer is subject solely to the laws of the Federal Republic of Germany. The United Nations agreement regarding contracts for international purchase of goods of 11.04.1980 (CISG) is not applicable.

14 Data privacy

(1) The Seller is authorised to store and process personnel-related data specified by the Customer for the purposes of the business transactions with their Seller in accordance with the [German] federal data protection code (BDSG), in particular Section 28 of the BDSG, and the [German] telephone service data protection law (TDDSG).

(2) This data will be dealt with in a strictly confidential manner and be used solely for the business relationship with the Customer. The Seller assures that this data will not be passed on to third parties, sold or further processed

Waischenfeld, December 2008