General Terms and Conditions

I. Scope

1. These General Conditions shall apply to all contractual relationships under which omerastore GmbH (hereinafter referred to as "omerastore") is obligated to make deliveries to and provide services for a third party (hereinafter also referred to as "Customer"). They shall also apply to all future transactions carried out within current business relationships with a Customer to the extent that such transactions are related in nature. Differing conditions of the Customer shall have no validity even if they had been known to us and we effect delivery without reservation. In exceptional cases a contractual relationship will not be based on these Conditions if and in so far as differing agreements (on an individual contract basis) have been entered into between the parties involved. The standard terms and conditions of the Customer are hereby expressly rejected by us. They shall apply solely if and in so far as they have been expressly accepted by us in writing.

2. These Conditions shall apply exclusively in business conducted with companies, legal entities under public law and/or special funds under public law. They shall not apply in respect of consumers in the sense of § 13 German Civil Code (BGB).

II. Offers, purchase order and prices

1. All offers shall be deemed to be without engagement and subject to confirmation unless they have been expressly designated in writing as binding offers. Any particulars contained in our catalogues and price lists shall be without engagement unless provided otherwise in the provisions set out below.

2. In case a non-binding offer has been submitted by us, a contract shall be deemed to have been entered into with the Customer only after the order has been confirmed by us in writing. For orders designated by us as binding, a contract shall be deemed to have been entered into if the Customer has accepted our offer within a period of 2 weeks from the date of the offer. Following expiry of this period, we will no longer be bound by the offer.

3. Unless prices have been expressly agreed, our list prices applying at the date of contract conclusion shall be deemed as having been agreed. Prices designated by us as binding in our offers shall be binding on us only within the time within which the offer must be accepted.

4. The prices reflect the cost situation existing at the time of confirmation of the order. In case critical cost factors such as negotiated wage rates, material and raw material prices and distribution costs have changed by the time delivery has to be effected under the contract, we shall be entitled to raise the agreed price by the additional costs which have been or will still be incurred. Except for the case of continuous obligations, such a price rise shall be excluded in cases where a period of just 3 months lies between the date of confirmation of the order and the date at which delivery must be effected. All prices quoted shall relate to delivery ex works exclusive of packing and freight costs, plus the statutory value-added tax.

5. Unless otherwise agreed, the following terms of payment shall apply to our deliveries. Payments shall be made without deductions and shall be received in our account within 30 days of the invoice date. If a payment is received within 14 days of delivery, a 2 % discount will be granted by us. The Customer shall be deemed to have defaulted in payment if it fails to make payment within 30 days of the invoice date unless otherwise agreed on an individual contract basis. No further reminder on our part shall be required. The date at which the amount is received in one of our bank accounts shall be decisive for determining whether or not the payment has been made in due time. In case of a default in payment, the Customer shall be liable to pay interest on the defaulted payment at a rate of 8 % above the applicable base interest rate unless we are entitled to charge higher interest for another legal reason. This shall be without prejudice to our right to assert other additional damages.

6. The Customer shall be entitled to get back or set off payments on account of similar counterclaims only if Customer's claims for payment are undisputed by omerastore or Customer has a final and binding legal title.

7. If we are obliged to make advance deliveries and, following conclusion of the contract, become aware of circumstances indicating that our claim for payment is endangered by an inadequate capacity of the Customer to pay, we shall be entitled, in addition to our legal claims to which we are entitled under the reservation of title agreed in No. VIII., to prohibit any resale and processing of the supplied goods, to demand their return or transfer of indirect possession of the delivered goods at the Customer's expense, as well as to annul the direct debiting authorisation. The Customer is authorising us already now to enter its premises in the aforementioned cases and to collect the delivered goods. Taking back of the goods shall be deemed to constitute a termination of the contract only if we expressly declare that this is the case. If the Customer is affected by a change in circumstances which may have a detrimental impact on us in comparison with the circumstances leading to the conclusion of the contract, we shall be entitled to require the Customer to pay for our delivery in cash.

8. If the Customer defaults in payment, we shall be entitled after giving notice to this effect in writing, to suspend the fulfilment of our obligation until the payment is received by us. We will also be entitled to require the Customer to effect the payments in cash. After fixing a reasonable time limit, we shall also be entitled in such a case to withdraw the contract.

III. Delivery and performance

1. The seat of our company, i.e., Lauter-Bernsbach/Saxony, shall in all cases be the place of performance. The Customer shall be obligated to collect the contracted delivery at the place of performance. This shall apply also in cases where we have undertaken to bear the transport costs.

2. Terms for delivery will begin upon confirmation of the order by us, not earlier, however, than at the date where all details of the execution of the order have been clarified and all other prior duties to be fulfilled by the Customer have been fulfilled. The same shall apply to delivery dates. Shipments prior to the expiry of the delivery term and part shipments shall be permitted unless such shipments are unreasonable for the Customer. The date at which the Customer is notified of readiness for shipment shall be deemed to be the delivery date; otherwise, the date at which the goods are dispatched shall be deemed to be the delivery date. Unless expressly agreed otherwise, delivery times shall be without engagement, and possibly occurring delays will not entitle the Customer to claim damages for any losses resulting thereof. Our deliveries shall be subject to timely and appropriate deliveries from our sub- suppliers.

3. Without prejudice to the rights to which we are entitled if the Customer is in default, any agreed delivery terms and dates shall be extended or deferred by the period of time by which the Customer has defaulted in performing its obligations. If the Customer defaults in taking delivery or culpably breaches its obligations to cooperate, we shall be entitled to claim compensation including any additional expenses incurred by us. In such a case the risk of accidental loss or accidental deterioration of the purchased goods will pass to the Customer at the point of time at which it defaults in taking delivery.

4. If the goods to be supplied by us are to be sent by us to the Customer's seat or to another place designated by the Customer, this will be done exclusively at the Customer's request. The mode of shipment and the route on which the goods will be shipped will be determined by us at our discretion unless omerastore has been instructed otherwise by the Customer at the time of contract conclusion. If such an instruction is given only after the time of contract conclusion, the Customer shall, in addition, bear any additional expenses arising as a result. As for the rest, the Customer shall bear the shipping costs. A transport insurance will only be taken out exclusively at the Customer's express request and expense.

5. If the Customer defaults in taking delivery of the goods to be supplied by us, we shall be entitled, if the Customer has failed to remedy this failure within the reasonable time limit set by us, to terminate the contract and/or to claim damages in so far as the default is attributable to the Customer. We shall, in particular, be entitled in such a case to claim liquidated damages amounting to 0.5 % of the total order value for each commenced week up to a maximum amount of 5 % of the total order value. If only a part shipment agreed under the contract is affected by the default, the liquidated damages to be paid by the Customer shall be determined based on the amount payable for the part shipment. This shall be without prejudice to our right to claim damages actually exceeding the amount of such liquidated damages.

6. In addition to this, if the Customer defaults and fails to remedy the default within the time limit set by us, we shall be entitled at our sole discretion to bail the goods or to sell them on a self-help sale basis provided that we have advised the Customer in advance that such measures may be taken.

7. If the Customer terminates the contract for any reason whatsoever and the reason for the termination is not attributable to us, we shall be entitled to lump-sum compensation or liquidated damages in an amount of 10 % of the total payment agreed under the contract unless the Customer or omerastore furnish other supporting evidence in an individual case.

IV. Long-term and call-off contracts

1. Indefinite contracts may be terminated with a notice period of 30 days to be effective at the end of the following month.

2. If, for taking delivery, no binding quantity has been agreed, a target quantity on which the calculation is based will be fixed. If the quantity accepted by the Customer is less than the target quantity, the unit price can be reasonably raised. If the quantity accepted by the Customer is greater than the target quantity, the price can be reasonably lowered provided that the Customer has notified omerastore of the increased quantity at least 3 months prior to the delivery.

3. For call-off contracts, omerastore shall be advised of the binding ordered quantities at least 2 months prior to the call-off of the delivery. Any additional costs caused by a delayed call-off or subsequent changes in respect of the time and/or quantity shall be for the Customer's account, if the delays or changes are attributable to the Customer.

V. Packing

1. Packing materials or pallets may be returned to us only after such a return has been agreed with us in advance. In such a case they shall be delivered to our premises in accordance with our instructions. The transport costs will be for the Customer's account.

2. We will be obligated to take back packaging (transport, transit packaging and packing materials) only if and in so far as this is a mandatory requirement under the statutory provisions of the packaging ordinance.

3. If we agree to take back packing materials and pallets, they can be entered to the Customer's credit to the extent that they belong to a delivery that had been previously made by us to the Customer.

4. All packing materials or pallets returned to us must be clean and free of foreign matter. If this is not the case, we will be entitled to refuse to take delivery or to place any additional costs thereby incurred to the Customer's account.

VI. Warranties and guarantees

1. No warranties are given by us. Neither are our employees and agents authorised to give warranties vis-à-vis our Customers. Our employees are also not authorised to give guarantees except for guarantees given in writing to our Customers by omerastore personnel who are authorised to give such guarantees.

2. We will only be responsible for making sure that the delivery item is suited and fit for the purposes which are envisaged under the contract and of which we have been advised in writing prior to the conclusion of the contract. As for the rest, a delivery shall be deemed to comply with the contract if the delivery item is fit for the purpose for which it is usually intended.

VII. Transfer of risk

1. Goods for which readiness for shipment has been notified shall be taken over without delay. If the Customer fails to do so, we shall be entitled at our own discretion to ship them or to store them at the costs usually charged by forwarding agencies and at the Customer's risk. We shall be entitled to store them as described above also in cases where we are not able to carry out the shipment taken over by us for reasons which are not attributable to us. The goods shall be deemed to have been delivered one week after commencement of storing of the same.

2. If no specific instruction has been received in this regard, we will choose the means of transport and the transport route at our own discretion.

3. Risk will pass to the Customer as soon as the goods have been handed over by us to a forwarding agency, freight carrier or railway operator. If we have agreed in writing to deliver the goods, risk will pass to the Customer as soon as the goods have left our works or our warehouse. If we have stored the goods at our premises for the Customer, risk will pass to the Customer 1 week after commencement of the storage at the latest.

VIII. Reservation of title

1. All goods delivered by us remain our property up to the time of complete payment of the amount due, including all accessory debts receivable under the contract in question as well as all amounts, including future ones, payable in connection with the entire current business relationship.

2. Up to the time of final transfer of title to the Customer, the Customer will be obligated to handle the delivered goods with care. If the goods in question are high-value goods, the Customer will be obligated to take out a sufficient replacement value insurance providing cover for the case of fire, damage caused by water, storm and tempest as well as theft. Upon placing an order with us, the Customer will assign to us by way of security any claims for insurance benefits and shall inform his insurer accordingly when requested by us to do so. Upon occurrence of the events mentioned under sub-clause 1, the reassignment of these claims shall be deemed to have taken place.

3. The Customer shall not be entitled to pledge the reserved goods or to furnish them as security. In case the reserved goods are seized or affected by interventions of third parties, the Customer will be obligated to promptly inform us about this and to submit the relevant documents. The Customer shall support us in such cases in every suitable way in the enforcement of the claims to which we are entitled. Before a collateral assignment of a complete inventory takes place, our reserved goods shall be exempted from the assignment by expressly designating them as reserved goods vis-à-vis the recipient of the security and clearly marking them accordingly.

4. The Customer will be permitted only in our name and on our behalf to further process or transform the reserved goods in the ordinary course of business. In such a case, we will become co-owners of the newly created items in proportion to the value the reserved goods had at the beginning of processing, combining or blending relative to the value of the new items.

5. The purchase price claims arising from a resale of the reserved goods taking place in the ordinary course of business shall be assigned by the Customer to us in advance. This shall apply irrespective of whether the resale has taken place prior to or after further processing. Our Customer shall remain entitled to collect the amount relating to the assigned claim. When requested by us, the Customer shall furnish all necessary information about the third-party debtor.

6. Following a prior warning, we shall have the right to realise the securities to which we are entitled as soon as the Customer defaults. Instead of making use of the realisation, we will be entitled to disclose the collateral assignment also vis-à-vis the third- party debtor. We will also be entitled to realise the securities if the Customer has breached other contractual obligations in a way endangering the securities and has also failed to remedy the breach within a reasonable time limit set by us and after having been warned that securities will be realised. Realisation of securities can be carried out by sale in the open market. The proceeds remaining after deduction of the costs incurred will be set off against our Customer's debts, and any credit balance left will be disbursed to it.

7. If we are entitled to terminate the contract and declare termination because the Customer has breached an obligation, in particular because the Customer has defaulted, the costs incurred as a result of the taking back of the reserved goods shall be for the Customer's account. This shall be without prejudice to any other claims for damages or claims for compensation of expenses to which we may be entitled.

8. As soon as the securities exceed the value of the claim to be secured by more than 10 %, we will release at the Customer's request securities of the Customer in an amount corresponding to the value by which the securities exceed the value of the claim. We will decide at our own sole discretion which security items will be released by us.

IX. Force Majeure

1. If events of Force Majeure occur, we shall be entitled to postpone delivery by the time for which we are hindered in effecting delivery plus a reasonable start-up time, or to terminate in whole or in part the part of the contract which has not yet been fulfilled.

2. Events of Force Majeure in the sense of this contract shall mean all unforeseeable events or events which – even if they could be foreseen – are outside our control so that our reasonable efforts are not able to prevent their impact on the fulfilment of the contract. They include without limitation war (whether declared or not), a war-like situation, terror, unrest, revolution, rebellion, military or civilian coup, uprising, commotion, riots, blockade, embargo, governmental orders, sabotage, strikes, slow-down strikes, lock-out, epidemics, fire, floods, storm tides, hurricane, snow, storm, ice or other thunderstorms, earthquake, landslide, lightning, general shortage of materials, shipwreck, insufficient port or unloading capacities, severe transport accidents, manufacture of rejects or manufacture of new product lines, important plant components for reasons outside our control to the extent that the latter causes an extension of delivery times.

3. In so far we shall not be liable for delays or disturbances in contract performance resulting wholly or in part from the events listed above.

X. Dimensions, weights, quantities

1. Dimensional, weight and quantity deviations shall be permissible if they are within the tolerances usual in the trade and comply with the relevant DIN regulations. Dimensions and weights given in our offers and order confirmations do not constitute warranted qualities.

2. The delivery weights and quantities determined by us shall be decisive for the calculation.

XI. Warranty

1. For warranty claims of the Customer to be effective, the Customer must have duly fulfilled the obligations it has under § 377 German Commercial Code (HGB). The Customer shall no longer be entitled to claim that a delivery is in breach of the contract if the Customer fails to immediately inspect the delivery and if he has failed to notify omeraStore in writing – precisely detailing the breach of contract – of a breach of the contract within 5 days of the time at which the Customer could have detected the breach if it had performed an appropriate inspection.

2. Warranty claims principally shall expire by limitation 12 months after collection of the delivery item or after handing over of the delivery item in cases where we have also carried out the shipment.

3. The warranty periods indicated above shall not apply in cases where longer periods are mandatory under the relevant legal regulations.

4. Any damage resulting from natural wear and tear, overloading or improper use shall not be covered by the warranty.

5. Warranty claims shall be excluded in all cases where delivery items deviate only insignificantly from the agreed quality and usefulness, in case of wear, improper treatment etc.

6. If delivery items are recognised by us as being defective, we shall only be obligated at our sole discretion to replace this item or refund the money paid for it or, if the Customer has not yet paid, to reduce the price or to terminate this contract.

XII. Liability

1. We shall be liable to the extent that we have acted with intent or with gross negligence. The same shall apply to cases of personal injury, damage to health and life. The burden of proof in such cases shall be on the Customer.

2. If the Customer is in breach of major contractual obligations, in particular primary obligations, the liability to pay damages shall be limited to the damage foreseeable according to the nature of the contract concerned, except for the cases listed in sub-clause 1. The Customer shall be obligated in each case to minimise the damage and will not be entitled to suspend his payments for outstanding invoices. We will not accept liability for processing costs, loss of production, loss of income and/or any other direct or indirect loss or damage suffered by the Customer or third parties. In so far as we are liable for a proven damage, our liability shall in all cases be limited to the maximum amount of our compulsory product liability insurance.

3. As for the rest, any liability for minor negligence shall be excluded.

4. All of this shall be without prejudice to the validity of mandatory legal regulations.

XIII. Drawings, samples, confidentiality

1. If drawings or other technical documents are made available by us or our Customers for the goods to be delivered or production equipment, they shall remain the property of the contracting party which has furnished them.

2. Production costs incurred for samples and production equipment / tools will be charged to the Customer’s account separately from the goods to be delivered.

3. No documents (including samples, models, production data, calculations) and any other information of which a contracting party obtains knowledge in connection with this business relationship may be disclosed to third parties. This duty of confidentiality shall commence to apply upon the first handing over of the aforesaid documents and end 36 months after the date of termination of the business relationship.

XIV. Contract production

The above Conditions shall analogously apply also to contract production. Our liability for defects shall not apply to any damage caused by undetected defects in the materials supplied to us by the Customer or by a third party on the Customer’s orders.

XV. Jurisdiction

Chemnitz shall be the place of jurisdiction if the Customer is a businessperson. We shall be entitled, however, to bring the matter against the Customer also before the competent court at the Customer’s seat.

XVI. Governing law

The legal relationship between the parties shall be exclusively governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG).

XVII. Severability

If individual provisions of these Conditions or of the individual contract entered into between the parties are ineffective or invalid in whole or in part, the contracting parties undertake to agree on provisions which come as close as possible to the sense and purpose of the respective ineffective or invalid provisions.

XVIII. Partnership clause

In all compensational payments, in particular as regards the amount of damages, the parties should in good faith also take into account in a reasonable manner the economic situation of the contracting parties, the nature, extent and duration of the business relationship as well as the value of the goods.

XIX.

The German version of this General Conditions of Delivery and Payment should be deciding in case of unclear interpretation of the English version.

omerastore GmbH, 28.12.2014

I. General

1. The following conditions shall form part of all contracts entered into between us (omerastore GmbH) and a supplier (Supplier). This shall also apply if no reference to these Conditions is expressly made by us in subsequent contracts. The Supplier's standard terms and conditions shall not apply even if they have not been expressly rejected by us. Our Purchase Conditions shall apply also in cases where we accept the Supplier's delivery without reservations, knowing that the conditions proposed by the Supplier are different or deviate from our Purchase Conditions.

2. Our Purchase Conditions shall apply exclusively in dealings with entrepreneurs according to § 310 German Civil Code.

II. Purchase orders and order confirmation

1. Only purchase orders placed in writing, including by telex, shall be binding. Ordering norms and drawings inclusive of tolerances specified by us in individual cases shall be binding. By accepting the purchase order, the Supplier acknowledges that, through viewing the available plans, it has made itself familiar with the manner of execution and scope of the delivery. We cannot be held liable if there are obvious mistakes, typing and computing errors in the purchase order itself as well as in the documents, drawings and plans submitted by us. The Supplier will be obligated to inform us about such errors so that our purchase order can be corrected and renewed. The same shall apply for the case that documents or drawings are missing.

2. Unless otherwise agreed in an individual case, purchase orders shall be binding on us only if they have been confirmed by the Supplier in writing and a binding delivery date has been indicated within 14 days of the date at which they have been received by the Supplier.

3. Deviations in the quantity and quality from the text and content of our purchase order and subsequent amendments to the contract shall be deemed as having been agreed only after they have been expressly confirmed by us in writing. The impact of such deviations shall be determined by mutual agreement, in particular in respect of additional or reduced costs.

4. We reserve proprietary rights and copyrights in drawings, tools, samples, models, brands and designs or the like as well as in finished products and semi-finished products which have been made available by, or produced by order of, omerastore GmbH. They may be made available to third parties only with our express written permission. Unless otherwise agreed in an individual case, they shall be returned to us without delay of the Supplier's own accord upon completion of the purchase order. Any products produced with such means of production, with such brands and such designs may be supplied to third parties only with our express written permission.

III. Delivery and performance

1. The agreed delivery times and dates shall be binding. They begin at the date of the placement of the order. The goods must have been received at the receiving point indicated by us within the period of delivery or at the date of delivery. The Supplier shall be deemed to have defaulted if the agreed delivery date has not been kept. Unless otherwise agreed, the Supplier defaults if it fails to effect delivery within the delivery time which is reasonable and customary under the respective circumstances. The Supplier will be obligated to reimburse to us the damage caused by the delay. In addition to this, we shall be entitled, if the Supplier fails to effect delivery within the time limit set by us, to terminate the contract and/or to claim damages. In case delays are to be expected, the Supplier shall promptly inform us accordingly and ask for our decision as to whether or not the order will remain effective. An acceptance without reservations of a delayed delivery or service shall not constitute a waiver of claims to which omerastore GmbH is entitled because of a delayed delivery/service.

2. As soon as the Supplier has reason to assume that it will not able to effect delivery at the agreed date, it shall be obligated to notify omerastore GmbH of the delay, giving the reasons as well as the expected duration of the delay in delivery.

3. Part shipments shall principally not be permissible unless we have expressly consented to them.

4. We will not be obligated to take delivery prior to the expiry of the date of delivery.

5. If the Supplier is not able to effect delivery, we shall have the right to claim damages and assert any other rights to which we may be entitled under the warranty.

IV. Shipment

1. Our shipping instructions shall be observed. Any costs incurred by us as a result of non-observance of our shipping instructions shall be for the Supplier's account. The same shall apply to additional costs arising from the need to accelerate a shipment for reasons attributable to the Supplier. We will accept additional transport insurances only if they have been agreed with us in advance in writing.

2. We will take delivery in our plants of shipments sent by road only from Monday till Friday from 7:00 a.m. to 04:00 p.m. Any deliveries made outside these hours shall require an express agreement. Tank trucks which are not equipped with an overflow safety device as prescribed by regulators cannot be discharged at our premises.

3. Deliveries shall be made free of charge at the Supplier's expense to the receiving point indicated by us. If we have to bear the freight charges in exceptional cases, the Supplier shall choose the mode of transport prescribed by us. If no mode has been prescribed by us, it shall choose the mode of transport and delivery which is most favourable for us.

4. Risk will pass to us only upon acceptance of the goods at our receiving point.

5. Packaging shall be included in the price. If something else has been agreed in exceptional cases, the packaging shall be charged at cost price. The Supplier shall choose the packaging specified by us and shall make sure that the packaging protects the goods from becoming damaged. In case of returned goods, at least two thirds of the charged price shall be placed to our credit.

6. Direct shipment to our customers shall be carried out completely neutrally and in our name. The Supplier shall request us in due time to furnish the required shipping documents. Invoices and advices may be sent solely to us.

V. Quality, acceptance and notice of defect

1. The Supplier will be obligated to observe for its deliveries the technical data specified by us, the relevant health & safety and VDE regulations, the applicable legal regulations as well as current good engineering practices.

2. To assure the quality of its deliveries, the Supplier shall carry out a quality control which is appropriate in terms of the method and extent.

3. For dimensions, quantities and quality, the values determined during our receiving inspection and quality check shall be decisive.

4. The Supplier shall waive the defence of a late notice of defect and of an acceptance without reservations.

VI. Prices and payment

1. The prices agreed will be including packaging, freight and other charges.

2. In cases where it has been agreed that prices will be based on weight, the net weight determined at our premises shall apply to the calculation.

3. The price shown in the purchase order shall be binding.

4. Invoices can be processed only if, in conformity with the requirements set out in our purchase order, they show the order number indicated there. The Supplier shall be responsible for all consequences resulting from the non-observance of this obligation unless it can prove that they are not attributable to the Supplier.

5. If an advance payment has been agreed, we shall be entitled to demand that a bank guarantee or a performance guarantee be furnished.

6. Claims against us may be assigned only with our written permission. We shall be entitled to set off and to exercise rights of lien to the extent permitted under the law.

VII. Warranty and liability

1. The Supplier shall warrant that the goods including their design and labelling conform to our specifications. Our order shall be carried out in a workmanlike manner in accordance with the applicable state of the art. If samples have been agreed and have been made available, the properties of the sample shall be deemed to be warranted. The delivered goods shall conform to the sample if this has been specified in our order.

2. Where defects and non-conformities are found in a shipment, we shall be obligated to give notice of them to the Supplier as soon as they have been detected under the circumstances of an appropriate course of business. The provision set out in No. V. 4. shall apply mutatis mutandis. If defective goods have been supplied, the Supplier will be granted the opportunity to supplementary performance (repair/replacement supply). It will be up to us to decide on the form of supplementary performance. Subject to § 439 (3) German Civil Code (BGB), the Supplier will be entitled to refuse the form of supplementary performance chosen by us. We shall be entitled to reduce the price or terminate the contract if we stated a reasonable period for supplementary performance in advance which was not successfully fulfilled by the Supplier. In urgent cases, we shall be entitled, after notifying the Supplier, to carry out the repair ourselves or to have it carried out by a third party. Any expenses incurred in connection therewith shall be for the Supplier's account. In addition to this, we shall be entitled to claim damages. This shall apply both to the case of violation of a primary obligation and to the case of violation of an accessory obligation. In case of a claim for damages, the Supplier will be obligated to reimburse the loss incurred by us directly or indirectly as a result of a defect. This shall also include compensation for consequential damage suffered on account of a defect. Principally, the Supplier shall be liable for damages only if it has culpably caused the damage. If the Supplier has assumed a supply risk and/or furnished a guarantee, the Supplier shall be liable irrespective of whether or not it is at fault.

3. The warranty period shall principally be two years from the date of acceptance of the delivery items. It shall be extended accordingly if we are obligated under contracts with our customer to grant longer warranty periods. If a claim is asserted against ourselves on account of a right of recourse in the sense of § 478 German Civil Code (BGB), the periods set out there shall apply.

4. In case of defects of title, the Supplier shall indemnify and hold us harmless of possibly existing claims of third parties. The statutory warranty shall apply.

5. The period of limitation for parts which have been rectified or repaired within the warranty period shall commence anew from the date of completion of supplementary performance.

6. If costs are incurred by us because of a defective delivery or other defective performance, in particular transport, material and labour costs, the Supplier shall be obligated to pay compensation for the same.

7. If a defect appears within 6 months of passing of risk, it shall be deemed to have existed already at the time of passing the risk.

8. If the Supplier is responsible for a product damage, it shall be obligated to indemnify and hold us harmless from damage claims of third parties upon our first request in so far as the damage has been caused within its sphere of responsibility and organisation and Supplier is liable itself in the legal relationship with third parties.

9. As part of its liability for claims in the sense of No. VII. sub-clause 8, the Supplier will also be obligated to reimburse in accordance with §§ 683, 670 German Civil Code (BGB) or §§ 830, 840, 426 German Civil Code (BGB) any expenses incurred from or in connection with a recall action carried out by us. In respect of such claims, the Supplier shall waive the plea of the statute of limitations for as long as claims can be brought forward against us. We will inform the Supplier – to the extent possible and reasonable – about the contents and extent of the recall measures to be taken and grant it the opportunity to give its views. This shall be without prejudice to any other legal claims.

VIII. Proprietary rights

The Supplier warrants that neither patents nor any other proprietary rights of third parties will be infringed by us as a result of the supplies made by it and as a result of their utilisation by us. It shall indemnify and hold us and our customers harmless from any claims arising from the use of such proprietary rights. This shall not apply if the Supplier has produced the delivered goods in accordance with drawings, models or other similar descriptions or instructions furnished or given by us and has not been aware, or could not have known in connection with the products manufactured by it, that proprietary rights of a third party are infringed by the manufacture.

IX. Force Majeure

1. Events of Force Majeure which make it impossible or unreasonable for us to perform the contract, will release us from the obligation of taking timely delivery for as long as these events persist. The contracting parties will be obligated to notify each other about the occurrence of such events and to adapt the fulfilment of their obligations in good faith to the changed circumstances.

2. Events of Force Majeure in the sense of this contract shall mean all unforeseeable events or events which – even if they could be foreseen – are outside our control so that our reasonable efforts are not able to prevent their impact on the fulfilment of the contract. They include without limitation war (whether declared or not), a war-like situation, terror, unrest, revolution, rebellion, military or civilian coup, uprising, commotion, riots, blockade, embargo, governmental orders, sabotage, strikes, slowdown strikes, lock-out, epidemics, fire, floods, storm tides, hurricane, snow, storm, ice or other thunderstorms, earthquake, landslide, lightning, general shortage of materials, shipwreck, insufficient port or unloading capacities or severe transport accidents.

X. Supplier's declarations

1. The obligation to issue supplier's declarations in accordance with the EC regulation 1207/01 will form an essential part of the contracts formed in accordance with these Purchase Conditions. In case longterm supplier's declarations will be used, the Supplier shall notify us of its own accord in the respective order confirmation of any changes in the originating status.

2. If the supplier's declarations do not furnish sufficient details or turn out to be erroneous so that we are required for this or for any other reasons by the customs authorities to submit the information certificate INF4, the Supplier will be obligated upon our request to furnish us without delay with information certificates INF4 for the origin of the goods, which certificates must be free from errors, complete and certified by the customs authorities.

3. If we or our customers are charged an additional amount by a customs authority on account of erroneous own declarations of origin, or if we or our customers thereby suffer a pecuniary loss and the error has resulted from the fact that the origin indicated by the Supplier was incorrect, the Supplier will be held liable.

XI. Custody / property

If we order parts from the Supplier, we reserve title to them. Processing or transforming of the same by the Supplier will be carried out on our behalf. They shall be stored separately and may be used exclusively for our orders. The Supplier shall be liable for any deterioration or loss even if such deterioration or loss has not been attributable to the Supplier. We reserve title on a pro-rata basis to the objects in their respective manufacturing state, which are produced with the material furnished by us. The Supplier shall keep these objects in safe custody for us. The purchase price shall be deemed to include the costs for keeping in safe custody the objects and materials stored for us.

XII. Business secrets

The Supplier will be obligated to treat our purchase orders and all commercial and technical details associated therewith as business secrets.

XII. Final provisions

1. Oral ancillary agreements shall require the written form to be effective.

2. The assignment of rights and obligations the Supplier has under the contract entered into with us shall require our written permission to be effective.

3. If any provision is or becomes invalid, this shall not affect the remaining provisions.

4. The place of delivery or execution shall be the place of performance, and Lauter-Bernsbach/Saxony shall be the place of performance for payments.

5. In all disputes arising from the contractual relationship, the matter shall be brought before the Aue Local Court or Chemnitz District Court if the Supplier is a full merchant, a legal entity under public law or a special fund under public law. We shall also be entitled to bring the matter before a court at the Supplier's principal place of business.

6. Only German law shall apply to the exclusion of the laws on the international sale of movable goods.

7. The German version of this General Purchase Conditions should be deciding in case of unclear interpretation of the English version.

omerastore GmbH, 28.12.2014

Our General Standard Terms and Conditions/Purchase Conditions apply. These are open to inspection at: www.omerastore.com.

Non-conforming general terms and conditions are herewith explicitly rejected. We supply subject to reservation of ownership. Binding notice period for quotations is 30 days, provided that nothing different is indicated. The term of payment begins with the (electronic) conveyance of the invoice. Inadmissible deductions are subject to further claim. For goods which are not fetched, a storage charge is levied from the 4th month after completion notification in the amount of 1.0% of the goods value per month. Max. time for storage deposition: 12 months. All information subject to reservation of punctual self-supply. All documents sent and made available are to be used exclusively for working on the project. Forwarding to third parties is strictly prohibited. For any forwarding, the written authorisation of OMERASTORE GMBH is required. Copyright of omerastore®. OMERASTORE generates a standard calculation within the framework of a commissioning. All further documents and drawings are to be instructed and compensated separately. Responsibility for checking statics and the obtaining of authorisations in connection with the actual structural and legal conditions on site is with the customer. Basically the calculation is implemented without the inclusion of a seismic load.

All information and documents sent in the offer phase are provisional.

All quotations are based on the information provided by the customer exclusively. OMERASTORE does not assume any liability in connection with incorrect, incomplete or faulty information made available customer-sided. Responsibility for the selection of the coating is with the customer. In case of changes of output values, we reserve the right to re-work the quotation or to withdraw completely.

All quotations are pure offers of supply without installation or preparation of the construction site. Preparations of the construction site, including foundation, are to be provided on site and equipment for this is not part of the quotation and supply. The specifications related to a supervisor (chief fitter) and the required time, as well as about necessary equipment, are always to be considered as purely informative and are not a component part of the quotation. OMERASTORE is not responsible for the installation or for the consequences of the installation.

All prices are net ex-works (INCOTERMS 2010) D-08315 Lauter-Bernsbach/Germany and in Euro. All prices are subject to the steel-price variation clause. Prices for complementary purchase parts or performances are always provisional. The guarantee always refers to the enamelled surface of the plates. The enamelling has chemical resistance in accordance with the datasheets of the respective surface quality. With the revision of a quotation, all former revision states are invalid. The quotation includes the offered quantity for the prices quoted. All orders require the written form and are accepted after generation of a confirmation of order.

All goods are packed on wood pallets suitable for sea-going freight. Packing sequence: One (max. two) plate thicknesses per pallet, thicker below, thinner above. Maximum weight per pallet 2.5 tons. A truck with side loading is required for the loading. Cathodic corrosion protection is not a component part of the quotation or scope of delivery.

Enamelling on the basis of EUROPEAN ENAMEL AUTHORITY e.V. (EEA) 7.20 or 7.24 or 7.25, if nothing different is specified in the item. Hot-dip galvanising for steel construction elements on the basis of DIN EN ISO 1461. The enamelled surface can be influenced by the opposite side in the hole area. This does not represent any reason for complaint.

Do not allow any work with flying sparks (welding, angle grinding …) to be carried out in the area of the enamelled plates. This can lead to severe damage. Protect the plate generally during storage and transport until immediately before installation. Note that some components require special storage (e.g. frost-free) and that some materials have an expiration date (e.g. sealing material). The identification of the container, including the application of notes on safety, is the responsibility of the customer.

If one of these points of this declaration should not be permissible legally, this does not have any influence on all other points. The invalid point will be replaced by a point with corresponding content. All current datasheets are a component part of the quotation. The language of all documents is German and the equivalent in English. Place of jurisdiction is 08280 Aue / Germany. German law applies exclusively.

Note: This document including all plans, without distinction for their handling. A passing on to a third party or a further Use is strictly forbidden. Exceptions require the written Permission on our part. Offences obligate to Compensation. All rights are served for the case of the Registration or GM entry reserve. Copyright by omerastore® All rights reserved. Left up to changes for technical reasons. All based on our terms and conditions.

OMERAS - a brand of HLE Surface Technologies GmbH

I. Scope

1. These General Conditions shall apply to all contractual relationships under which HLE Surface Technologies GmbH (hereinafter referred to as "omeras") is obligated to make deliveries to and provide services for a third party (hereinafter also referred to as "Customer"). They shall also apply to all future transactions carried out within current business relationships with a Customer to the extent that such transactions are related in nature. Differing conditions of the Customer shall have no validity even if they had been known to us and we effect delivery without reservation. In exceptional cases a contractual relationship will not be based on these Conditions if and in so far as differing agreements (on an individual contract basis) have been entered into between the parties involved. The standard terms and conditions of the Customer are hereby expressly rejected by us. They shall apply solely if and in so far as they have been expressly accepted by us in writing.

2. These Conditions shall apply exclusively in business conducted with companies, legal entities under public law and/or special funds under public law. They shall not apply in respect of consumers in the sense of § 13 German Civil Code (BGB).

II. Offers, purchase order and prices

1. All offers shall be deemed to be without engagement and subject to confirmation unless they have been expressly designated in writing as binding offers. Any particulars contained in our catalogues and price lists shall be without engagement unless provided otherwise in the provisions set out below.

2. In case a non-binding offer has been submitted by us, a contract shall be deemed to have been entered into with the Customer only after the order has been confirmed by us in writing. For orders designated by us as binding, a contract shall be deemed to have been entered into if the Customer has accepted our offer within a period of 2 weeks from the date of the offer. Following expiry of this period, we will no longer be bound by the offer.

3. Unless prices have been expressly agreed, our list prices applying at the date of contract conclusion shall be deemed as having been agreed. Prices designated by us as binding in our offers shall be binding on us only within the time within which the offer must be accepted.

4. The prices reflect the cost situation existing at the time of confirmation of the order. In case critical cost factors such as negotiated wage rates, material and raw material prices and distribution costs have changed by the time delivery has to be effected under the contract, we shall be entitled to raise the agreed price by the additional costs which have been or will still be incurred. Except for the case of continuous obligations, such a price rise shall be excluded in cases where a period of just 3 months lies between the date of confirmation of the order and the date at which delivery must be effected. All prices quoted shall relate to delivery ex works exclusive of packing and freight costs, plus the statutory value-added tax.

5. Unless otherwise agreed, the following terms of payment shall apply to our deliveries. Payments shall be made without deductions and shall be received in our account within 30 days of the invoice date. If a payment is received within 14 days of delivery, a 2 % discount will be granted by us. The Customer shall be deemed to have defaulted in payment if it fails to make payment within 30 days of the invoice date unless otherwise agreed on an individual contract basis. No further reminder on our part shall be required. The date at which the amount is received in one of our bank accounts shall be decisive for determining whether or not the payment has been made in due time. In case of a default in payment, the Customer shall be liable to pay interest on the defaulted payment at a rate of 8 % above the applicable base interest rate unless we are entitled to charge higher interest for another legal reason. This shall be without prejudice to our right to assert other additional damages.

6. The Customer shall be entitled to get back or set off payments on account of similar counterclaims only if Customer's claims for payment are undisputed by omeras or Customer has a final and binding legal title.

7. If we are obliged to make advance deliveries and, following conclusion of the contract, become aware of circumstances indicating that our claim for payment is endangered by an inadequate capacity of the Customer to pay, we shall be entitled, in addition to our legal claims to which we are entitled under the reservation of title agreed in No. VIII., to prohibit any resale and processing of the supplied goods, to demand their return or transfer of indirect possession of the delivered goods at the Customer's expense, as well as to annul the direct debiting authorisation. The Customer is authorising us already now to enter its premises in the aforementioned cases and to collect the delivered goods. Taking back of the goods shall be deemed to constitute a termination of the contract only if we expressly declare that this is the case. If the Customer is affected by a change in circumstances which may have a detrimental impact on us in comparison with the circumstances leading to the conclusion of the contract, we shall be entitled to require the Customer to pay for our delivery in cash.

8. If the Customer defaults in payment, we shall be entitled after giving notice to this effect in writing, to suspend the fulfilment of our obligation until the payment is received by us. We will also be entitled to require the Customer to effect the payments in cash. After fixing a reasonable time limit, we shall also be entitled in such a case to withdraw the contract.

III. Delivery and performance

1. The seat of our company, i.e., Lauter/Saxony, shall in all cases be the place of performance. The Customer shall be obligated to collect the contracted delivery at the place of performance. This shall apply also in cases where we have undertaken to bear the transport costs.

2. Terms for delivery will begin upon confirmation of the order by us, not earlier, however, than at the date where all details of the execution of the order have been clarified and all other prior duties to be fulfilled by the Customer have been fulfilled. The same shall apply to delivery dates. Shipments prior to the expiry of the delivery term and part shipments shall be permitted unless such shipments are unreasonable for the Customer. The date at which the Customer is notified of readiness for shipment shall be deemed to be the delivery date; otherwise, the date at which the goods are dispatched shall be deemed to be the delivery date. Unless expressly agreed otherwise, delivery times shall be without engagement, and possibly occurring delays will not entitle the Customer to claim damages for any losses resulting thereof. Our deliveries shall be subject to timely and appropriate deliveries from our sub-suppliers.

3. Without prejudice to the rights to which we are entitled if the Customer is in default, any agreed delivery terms and dates shall be extended or deferred by the period of time by which the Customer has defaulted in performing its obligations. If the Customer defaults in taking delivery or culpably breaches its obligations to cooperate, we shall be entitled to claim compensation including any additional expenses incurred by us. In such a case the risk of accidental loss or accidental deterioration of the purchased goods will pass to the Customer at the point of time at which it defaults in taking delivery.

4. If the goods to be supplied by us are to be sent by us to the Customer's seat or to another place designated by the Customer, this will be done exclusively at the Customer's request. The mode of shipment and the route on which the goods will be shipped will be determined by us at our discretion unless omeras has been instructed otherwise by the Customer at the time of contract conclusion. If such an instruction is given only after the time of contract conclusion, the Customer shall, in addition, bear any additional expenses arising as a result. As for the rest, the Customer shall bear the shipping costs. A transport insurance will be taken out exclusively at the Customer's express request and expense.

5. If the Customer defaults in taking delivery of the goods to be supplied by us, we shall be entitled, if the Customer has failed to remedy this failure within the reasonable time limit set by us, to terminate the contract and/or to claim damages in so far as the default is attributable to the Customer. We shall, in particular, be entitled in such a case to claim liquidated damages amounting to 0.5 % of the total order value for each commenced week up to a maximum amount of 5 % of the total order value. If only a part shipment agreed under the contract is affected by the default, the liquidated damages to be paid by the Customer shall be determined based on the amount payable for the part shipment. This shall be without prejudice to our right to claim damages actually exceeding the amount of such liquidated damages.

6. In addition to this, if the Customer defaults and fails to remedy the default within the time limit set by us, we shall be entitled at our sole discretion to bail the goods or to sell them on a self-help sale basis provided that we have advised the Customer in advance that such measures may be taken.

7. If the Customer terminates the contract for any reason whatsoever and the reason for the termination is not attributable to us, we shall be entitled to lump-sum compensation or liquidated damages in an amount of 10 % of the total payment agreed under the contract unless the Customer or omeras furnish other supporting evidence in an individual case.

IV. Long-term and call-off contracts

1. Indefinite contracts may be terminated with a notice period of 30 days to be effective at the end of the following month.

2. If, for taking delivery, no binding quantity has been agreed, a target quantity on which the calculation is based will be fixed. If the quantity accepted by the Customer is less than the target quantity, the unit price can be reasonably raised. If the quantity accepted by the Customer is greater than the target quantity, the price can be reasonably lowered provided that the Customer has notified omeras of the increased quantity at least 3 months prior to the delivery.

3. For call-off contracts, omeras shall be advised of the binding ordered quantities at least 2 months prior to the call-off of the delivery. Any additional costs caused by a delayed call-off or subsequent changes in respect of the time and/or quantity shall be for the Customer's account, if the delays or changes are attributable to the Customer.

V. Packing

1. Packing materials or pallets may be returned to us only after such a return has been agreed with us in advance. In such a case they shall be delivered to our premises in accordance with our instructions. The transport costs will be for the Customer's account.

2. We will be obligated to take back packaging (transport, transit packaging and packing materials) only if and in so far as this is a mandatory requirement under the statutory provisions of the packaging ordinance.

3. If we agree to take back packing materials and pallets, they can be entered to the Customer's credit to the extent that they belong to a delivery that had been previously made by us to the Customer.

4. All packing materials or pallets returned to us must be clean and free of foreign matter. If this is not the case, we will be entitled to refuse to take delivery or to place any additional costs thereby incurred to the Customer's account.

VI. Warranties and guarantees

1. No warranties are given by us. Neither are our employees and agents authorised to give warranties vis-à-vis our Customers. Our employees are also not authorised to give guarantees except for guarantees given in writing to our Customers by omeras personnel who are authorised to give such guarantees.

2. We will only be responsible for making sure that the delivery item is suited and fit for the purposes which are envisaged under the contract and of which we have been advised in writing prior to the conclusion of the contract. As for the rest, a delivery shall be deemed to comply with the contract if the delivery item is fit for the purpose for which it is usually intended.

VII. Transfer of risk

1. Goods for which readiness for shipment has been notified shall be taken over without delay. If the Customer fails to do so, we shall be entitled at our own discretion to ship them or to store them at the costs usually charged by forwarding agencies and at the Customer's risk. We shall be entitled to store them as described above also in cases where we are not able to carry out the shipment taken over by us for reasons which are not attributable to us. The goods shall be deemed to have been delivered one week after commencement of storing of the same.

2. If no specific instruction has been received in this regard, we will choose the means of transport and the transport route at our own discretion.

3. Risk will pass to the Customer as soon as the goods have been handed over by us to a forwarding agency, freight carrier or railway operator. If we have agreed in writing to deliver the goods, risk will pass to the Customer as soon as the goods have left our works or our warehouse. If we have stored the goods at our premises for the Customer, risk will pass to the Customer 1 week after commencement of the storage at the latest.

VIII. Reservation of title

1. All goods delivered by us remain our property up to the time of complete payment of the amount due, including all accessory debts receivable under the contract in question as well as all amounts, including future ones, payable in connection with the entire current business relationship.

2. Up to the time of final transfer of title to the Customer, the Customer will be obligated to handle the delivered goods with care. If the goods in question are high-value goods, the Customer will be obligated to take out a sufficient replacement value insurance providing cover for the case of fire, damage caused by water, storm and tempest as well as theft. Upon placing an order with us, the Customer will assign to us by way of security any claims for insurance benefits and shall inform his insurer accordingly when requested by us to do so. Upon occurrence of the events mentioned under sub-clause 1, the reassignment of these claims shall be deemed to have taken place.

3. The Customer shall not be entitled to pledge the reserved goods or to furnish them as security. In case the reserved goods are seized or affected by interventions of third parties, the Customer will be obligated to promptly inform us about this and to submit the relevant documents. The Customer shall support us in such cases in every suitable way in the enforcement of the claims to which we are entitled. Before a collateral assignment of a complete inventory takes place, our reserved goods shall be exempted from the assignment by expressly designating them as reserved goods vis-à-vis the recipient of the security and clearly marking them accordingly.

4. The Customer will be permitted only in our name and on our behalf to further process or transform the reserved goods in the ordinary course of business. In such a case, we will become co-owners of the newly created items in proportion to the value the reserved goods had at the beginning of processing, combining or blending relative to the value of the new items.

5. The purchase price claims arising from a resale of the reserved goods taking place in the ordinary course of business shall be assigned by the Customer to us in advance. This shall apply irrespective of whether the resale has taken place prior to or after further processing. Our Customer shall remain entitled to collect the amount relating to the assigned claim. When requested by us, the Customer shall furnish all necessary information about the third-party debtor.

6. Following a prior warning, we shall have the right to realise the securities to which we are entitled as soon as the Customer defaults. Instead of making use of the realisation, we will be entitled to disclose the collateral assignment also vis-à-vis the third-party debtor. We will also be entitled to realise the securities if the Customer has breached other contractual obligations in a way endangering the securities and has also failed to remedy the breach within a reasonable time limit set by us and after having been warned that securities will be realised. Realisation of securities can be carried out by sale in the open market. The proceeds remaining after deduction of the costs incurred will be set off against our Customer's debts, and any credit balance left will be disbursed to it.

7. If we are entitled to terminate the contract and declare termination because the Customer has breached an obligation, in particular because the Customer has defaulted, the costs incurred as a result of the taking back of the reserved goods shall be for the Customer's account. This shall be without prejudice to any other claims for damages or claims for compensation of expenses to which we may be entitled.

8. As soon as the securities exceed the value of the claim to be secured by more than 10 %, we will release at the Customer's request securities of the Customer in an amount corresponding to the value by which the securities exceed the value of the claim. We will decide at our own sole discretion which security items will be released by us.

IX. Force Majeure

1. If events of Force Majeure occur, we shall be entitled to postpone delivery by the time for which we are hindered in effecting delivery plus a reasonable start-up time, or to terminate in whole or in part the part of the contract which has not yet been fulfilled.

2. Events of Force Majeure in the sense of this contract shall mean all unforeseeable events or events which - even if they could be foreseen - are outside our control so that our reasonable efforts are not able to prevent their impact on the fulfilment of the contract. They include without limitation war (whether declared or not), a war-like situation, terror, unrest, revolution, rebellion, military or civilian coup, uprising, commotion, riots, blockade, embargo, governmental orders, sabotage, strikes, slow-down strikes, lock-out, epidemics, fire, floods, storm tides, hurricane, snow, storm, ice or other thunderstorms, earthquake, landslide, lightning, general shortage of materials, shipwreck, insufficient port or unloading capacities, severe transport accidents, manufacture of rejects or manufacture of new product lines, important plant components for reasons outside our control to the extent that the latter causes an extension of delivery times.

3. In so far we shall not be liable for delays or disturbances in contract performance resulting wholly or in part from the events listed above.

X. Dimensions, weights, quantities

1. Dimensional, weight and quantity deviations shall be permissible if they are within the tolerances usual in the trade and comply with the relevant DIN regulations. Dimensions and weights given in our offers and order confirmations do not constitute warranted qualities.

2. The delivery weights and quantities determined by us shall be decisive for the calculation.

XI. Warranty

1. For warranty claims of the Customer to be effective, the Customer must have duly fulfilled the obligations it has under § 377 German Commercial Code (HGB). The Customer shall no longer be entitled to claim that a delivery is in breach of the contract if the Customer fails to immediately inspect the delivery and if he has failed to notify omeras in writing - precisely detailing the breach of contract - of a breach of the contract within 5 days of the time at which the Customer could have detected the breach if it had performed an appropriate inspection.

2. Warranty claims principally shall expire by limitation 12 months after collection of the delivery item or after handing over of the delivery item in cases where we have also carried out the shipment.

3. The warranty periods indicated above shall not apply in cases where longer periods are mandatory under the relevant legal regulations.

4. Any damage resulting from natural wear and tear, overloading or improper use shall not be covered by the warranty.

5. Warranty claims shall be excluded in all cases where delivery items deviate only insignificantly from the agreed quality and usefulness, in case of wear, improper treatment etc.

6. If delivery items are recognised by us as being defective, we shall only be obligated at our sole discretion to replace this item or refund the money paid for it or, if the Customer has not yet paid, to reduce the price or to terminate this contract.

XII. Liability

1. We shall be liable to the extent that we have acted with intent or with gross negligence. The same shall apply to cases of personal injury, damage to health and life. The burden of proof in such cases shall be on the Customer.

2. If the Customer is in breach of major contractual obligations, in particular primary obligations, the liability to pay damages shall be limited to the damage foreseeable according to the nature of the contract concerned, except for the cases listed in sub-clause 1. The Customer shall be obligated in each case to minimise the damage and will not be entitled to suspend his payments for outstanding invoices. We will not accept liability for processing costs, loss of production, loss of income and/or any other direct or indirect loss or damage suffered by the Customer or third parties. In so far as we are liable for a proven damage, our liability shall in all cases be limited to the maximum amount of our compulsory product liability insurance.

3. As for the rest, any liability for minor negligence shall be excluded.

4. All of this shall be without prejudice to the validity of mandatory legal regulations.

XIII. Drawings, samples, confidentiality

1. If drawings or other technical documents are made available by us or our Customers for the goods to be delivered or production equipment, they shall remain the property of the contracting party which has furnished them.

2. Production costs incurred for samples and production equipment / tools will be charged to the Customer's account separately from the goods to be delivered.

3. No documents (including samples, models, production data, calculations) and any other information of which a contracting party obtains knowledge in connection with this business relationship may be disclosed to third parties. This duty of confidentiality shall commence to apply upon the first handing over of the aforesaid documents and end 36 months after the date of termination of the business relationship.

XIV. Contract production

The above Conditions shall analogously apply also to contract production. Our liability for defects shall not apply to any damage caused by undetected defects in the materials supplied to us by the Customer or by a third party on the Customer's orders.

XV. Jurisdiction

Chemnitz shall be the place of jurisdiction if the Customer is a businessperson. We shall be entitled, however, to bring the matter against the Customer also before the competent court at the Customer's seat.

XVI. Governing law

The legal relationship between the parties shall be exclusively governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG).

XVII. Severability

If individual provisions of these Conditions or of the individual contract entered into between the parties are ineffective or invalid in whole or in part, the contracting parties undertake to agree on provisions which come as close as possible to the sense and purpose of the respective ineffective or invalid provisions.

XVIII. Partnership clause

In all compensational payments, in particular as regards the amount of damages, the parties should in good faith also take into account in a reasonable manner the economic situation of the contracting parties, the nature, extent and duration of the business relationship as well as the value of the goods.

XIX.

The German version of this General Conditions of Delivery and Payment should be deciding in case of interpretation unclarity of the English version. HLE Surface Technologies GmbH, 18.08.2025