General Terms and Conditions of the Wichmann-Group, Wichmann GmbH and CSN Gelenkwellen GmbH, Barleben

Terms of Delivery and Payment.

1. Preamble

These General Terms and Conditions of contract are exclusively applicable (valid), unless expressively amended by written agreement between the respective parties.

The offer, acceptance of the same and the order confirmation are subject to the terms and conditions at hand.

Any general terms of the buyer or any stipulations by the buyer modifying the contract shall not be applicable, except the supplier agrees in written to those modifications. Under the following stipulations, consumers are natural persons pursuant to § 13 BGB (German Civil Code), who conclude a legal transaction with a solely private intention. An entrepreneur is, pursuant to § 14 BGB a natural person or legal entity or a partnership having legal capacity, which act in exercise of their business when concluding a legal transaction. In order to justify a decision for the execution or termination of a contractual relationship it is necessary to make calculation of probability and therefore address data will be used.

2. Offers and Relevant Papers

a) Offers by the supplier are subject to change. They imply no commitment.

b) Orders submitted by the buyer are not accepted until the supplier or his legal representative confirms by written acceptance within 14 days as of submission.

c) The supplier keeps the legal ownership and copyright of estimates, drawings, specifications and other offer documents. They must be handled confidentially and shall not be handed over to third parties, not even abstracts, copies or the like.

d) The buyer takes full responsibility for the documents to be delivered by him. The accuracy of an order is at the buyer´s full risk. Furthermore, the buyer is responsible for submitting all relevant information about the ordered goods, which are necessary for execution of the order as contracted, in due time.

e) If the goods must be produced or processed by the supplier according to a specification provided by the buyer and if the supplier produces or processes the goods exactly according to these specifications, the buyer shall reimburse the supplier any loss, damage, costs or other expenses which arise because the contractual production of the goods injures patent rights, the copyright, the trademark, any other property right or intellectual property of a third party.

f) The supplier reserves the right to modify the description of goods referring to any specifications insofar as legal requirements must be considered, except the latter causes a deterioration of the order with regard to quality and usefulness.

3. Scope of Delivery

Only the supplier´s written order confirmation is relevant for the scope of delivery as well as for quantity, quality, description and - in case there are any - specification of the goods. Part delivery is admissible. In case of a special design of a good for the buyer, the supplier reserves the right for delivering more or less goods, in case the reasons are delivering restrictions of sub-contractors.

4. Purchase Price

a) The purchase price is the price set up by the supplier. In case no price was set up, the price stipulated in the supplier´s current price list valid at the time of the order confirmation is applicable. Unless the goods are not to be delivered within four months after conclusion of the contract, the supplier reserves the right to increase reasonably the price of the goods due to circumstances of general price development out of his influence, e.g. exchange rates, changes in customs, significant increase of costs of material and production, or due to increases in prices of third-party suppliers. The change of the purchase price must be communicated to the buyer in due time and before the delivery is executed.

b) All prices set up by the supplier are ruling ex works, unless otherwise mentioned in the offer or in the selling price list or unless otherwise agreed upon in written between the supplier and the buyer. Selling prices are exclusive VAT. The latter must be additionally paid by the customer to the supplier according to the applicable legal rate.

c) The value of an used part ("Altteilwert") set out in the current price list of the supplier, are registered on a separate account when being delivered. Deliveries of used parts to the supplier are credited to this account. The balance is regularly checked with the receipt for the delivery of used parts. The receipt must be created by the supplier. Used parts, which are not returned after four weeks, are invoiced with the net value of an used part correspondent to the current price list. A return against allowance is not possible after invoicing the value of such used parts.

5. Terms of Payment

a) Payments shall be effected without any deduction in cash to our paying agent or by bank transfer. Payment by bill of exchange or cheque does not meet the supplier´s terms of payment and are not accepted.

b) Delays in payment are charged with an annual interest rate of 5 % above the respective discount rate (EURIBOR), the minimum interest rate, however, amounts to an annual 8 %. The submittance of a preceding reminder is not required. The right of the buyer to set off the bill against claims of the supplier is excluded, except the claim of the buyer is a clear title or is acknowledged by the supplier.

6. Delivery Time

a) Delivery time starts at dispatch of the order confirmation, however, not before all required documents, authorizations, releases, etc. are submitted by the customer, and not before the receipt of an agreed deposit.

b) Delivery time is met if the goods left the works by expiration of the stipulated delivery time, or if the readiness for dispatch was communicated.

c) Delivery time is prolonged in an appropriate way in case of actions taken due to labour disputes, most notably strikes and lockouts, and in case of occurance of unforeseen intervening circumstances which are beyond the control of the supplier, provided that such impediments affect provably the completion or delivery of the ordered goods. The same applies in case the intervening circumstances occur with sub contracting companies of the supplier. The supplier is equally not liable for unforeseen intervening circumstances, if they occurred during an already pending delay. In important cases, the supplier reports to the customer beginning and end of such impediments as soon as possible.

d) The fulfillment of the contractual obligations by the customer is preconditional for the meeting of the delivery time by the supplier.

7. Passage of Risk

The risk of damage or loss of the goods is passed to the customer as follows:

a) If the goods are not handed over at the premises of the supplier, the risk of damage or loss is passing with the handing over of the goods, or, if the customer is in default of acceptance, at the time the supplier offers the goods for transfer.

b) When picked up at the premises of the supplier ("ex works"), the risk of damage or loss of the goods is passing at the time the supplier informs the buyer that the goods are ready for collection.

8. Title Retention

a) Notwithstanding the delivery, the passage of risk or other stipulations of these terms of delivery, the legal ownership of the goods is not transferred to the buyer until the full purchase price is paid.

b) The supplier is allowed to insure the delivery item at the expense of the buyer against theft, breakage, fire, water, transport and other damages, provided the buyer does not prove to have insured the delivery item himself.

c) The buyer shall neither pledge the delivery item nor transfer the ownership as security on a debt. The buyer must inform the supplier without delay about any seizure, impounding, or other disposition of the goods by third parties.

d) The supplier is entitled to withdraw the contract in case the buyer acts in breach of the contract.

e) As long as the goods are not fully paid, the buyer must keep them fiduciary for the supplier and separately from his own property and from such of third parties. The buyer must furthermore store the goods in question duly, secure and insure them as well as labelling them as property of the supplier.

f) The buyer is allowed to sell or to process the goods which are legally owned by the supplier in due course of ordinary business. However, the latter does only apply if the buyer is not in default of his obligations towards the supplier. The claims resulting for the buyer from the resale are instantly assigned to the supplier to secure the claims of the buyer. The supplier accepts this assignment of the claim and is entitled to demand for information about the buyer´s customer and the amount of the claim. Unless otherwise determined by the supplier, the buyer is beside the supplier entitled to collect the claim. Are the goods resold together with other goods, which are not owned by the supplier, the assigned claim amounts to the purchase price agreed upon between the buyer and the supplier.

g) Any machining or processing of the reserved property carried out by the buyer do not result in any obligation of the supplier. If the reserved property becomes a vital component of another item due to connection or involvement, or if a new item is produced by processing or transforming the reserved goods, the buyer herewith transfers the ownership or part ownership of the item in question to the supplier and engages to deposit the item on behalf of the supplier free of charge and with due diligence. In case of reselling the item, paragraph f) is applicable. In case of part ownership, the share of the supplier corresponds to the proportion of the value of the delivered item to the value of the new item.

h) The supplier has to release granted securities to the extent the marked worth of securities exceed the secured claims of the supplier by 20 %.

9. Liability for Defect Goods

a) Unless being a private person, the buyer must check the delivered goods immediately after receipt. Any defects or faults of the goods must be reported to the supplier within 8 days in written. If the defect is not detectable at the time of the inspection after delivery, the buyer must report the defect as soon as it is detected. The delivered goods are regarded as being accepted, if the buyer fails to report in time.

b) Insofar as the goods are defect and the supplier has been informed in time, the supplier agrees to provide for a replacement delivery or remedy free of charge. Unless the buyer is a consumer, the supplier is allowed to choose between replacement delivery or remedy.

c) The buyer is only entitled to withdraw the contract or to reduce the purchase price if the supplier does not meet the reasonable deadline the buyer has set up for fulfillment of the contract. If the subsequent fulfillment of the contract failed or was not accepted or was refused by the supplier, the setting of a said deadline is not required. A possibly arising claim for damages or a claim for substitution of expenses is subject to the legal regulations.

d) The warranty period shall be one year, unless the buyer is a consumer. Otherwise the legal warranty period of 2 years is applicable.

e) The supplier is not liable for defects of the goods, if the goods are produced pursuant to the special instructions of the buyer and the defects result exclusively from a description of specification of the goods by the buyer.

f) The liability of the supplier shall not apply to parts, material or other items which were produced by the buyer or by third parties on behalf of the buyer, unless the producer of these items assumes liability against the supplier.

g) The right of recourse of a company with regard to the warranty of a consumer pursuant to § 478 BGB (German Civil Code) is excluded, if the goods were not defect at the time of the passage of the risk. The latter shall especially be applicable for defects arising from improper storage or treatment of the goods by the buyer or his commissioner or representative. Otherwise, the legal regulations are applicable.

h) No warranty is granted for damages arising from the following reasons: undue or improper use, faulty installation or faulty putting into operation by the buyer or third parties, natural wear, faulty or negligent treatment, unsuitable working materials, exchange material, chemical, electronic or electric influences, provided the mentioned reasons are not caused by the supplier.

i) If the fault results from a faulty manual, the supplier is only liable if the installation of the sold item was carried out in a competent way after all. The buyer must outline and prove the competent installation.

j) Only if the buyer places the objected goods at the disposal of the supplier for examination, the supplier will consider the complaint.

10. Liability of the supplier

The liability of the supplier for replacement of damages or useless expenses - regardless of the legal argument - is subject to the following stipulations:

a) In case of willfulness, gross negligence, claims pursuant to the Produkthaftungsgesetz (Law concerning the liability for products), acceptance of a guarantee for the quality of a service or a purchase item, willful deceit and willful concealment of a defect, and the injurence of life, body or health, the supplier is liable pursuant to the legal regulations.

b) The supplier is liable for willfulness and negligence.

c) In case of easy negligence, the supplier is only liable if a vital contractual commitment was violated. Then, the liability is limited to the reasonably predictable damage. The same is applicable for damages occurring during the delay of the supplier.

d) The goods produced for the buyer and delivered to the same, are manufactured according to the technical specifications and in consideration of the operating conditions of the respective item, both nominated by the buyer. The buyer knows that an employment of the respective item beyond the technical series-specification or beyond the individual specification agreed upon, is precarious and may cause personal or material damage. Therefore, the employment of the respective item beyond the operating conditions known to the supplier requires a preceding coordination with the supplier. The supplier is not liable for personal, material or property damage caused by the employment of goods for operating conditions which the supplier could not have been aware of. The exclusion of liability refers particularly to any legal claims caused by faultiness, by positive breach of contract and by tort. In case an employment of the goods under operating conditions which were unknown to the supplier causes liability by third parties, the buyer is obliged to free the supplier to full extend from any claims by third parties.

11. Additional Stipulations

a) The supplier is entitled to modify and to improve the goods without having to inform the buyer beforehand, insofar as the modification or improvement does not worsen the goods sustainable in shape or function.

b) Each party is obligated to keep confidential the general terms of business at hand, i.e. not to disclose them to third parties directly or indirectly, orally or in writing or in any other way except when expressly authorized in writing by the other party.

c) Each party to this contract bears the expenses caused by the execution of the stipulations at hand.

12. Choice of Law; Place of Jurisdiction

a) This agreement shall be subject to German Law. The same applies in case of foreign contractual partners or any other foreign involvement. The application of the UN Sales Convention shall herewith be expressly excluded.

b) Place of Jurisdiction shall be the place of business of the supplier, insofar as the buyer is a business person, a legal entity under public law or a particular fund under public law. However, the supplier is additionally entitled to sue at the local court at the place of business of the buyer, or at any other court which may be the competent court according to national or international law.

c) In case a German and an English version of the document is distributed, the German version shall prevail.

Status April 2010