CONDITIONS OF SALE AND DELIVERY
TRANSLATION OF GERMAN VERSION

I.Applicability of the conditions of sale and delivery
All our deliveries, performances and contractual obligations to our customers are conducted exclusively according to the following terms and business conditions, unless in the particular case explicitly and in writing a deviation was agreed to or the customer immediately contradicted in writing the validity of our business conditions. Any deviating conditions of purchase of the customer are only binding when they have been explicitly confirmed by us in writing.

II.Offer, concluding the contract and authority of third parties
1.Our offers are not binding. Orders resulting from one of our offers constitute an offer of the sender and only lead to a contract if they have been confirmed by us in writing.
Any additions or changes need our written confirmation with regard to their effectiveness.
Amendments or modifications require our confirmation in writing.
2.All documentation given to our customers, for example reproductions, drawings, plans and other documentation remain our property. We reserve the copyright regarding such documentation; it is not permitted without our express written permission to use such documentation for another purpose, to make copies or to make such documentation accessible to third parties.
3.Pictures, drawings, measurements, weights and colours as well as information about performance and consumption of machines which we deliver that appear in catalogues provided by us, price lists or other documentation represent approximations usual to the trade. Only the information provided in our order confirmations are binding on our delivery obligations.
4.Any necessary legal construction, trade or other administrative approval or permission must be obtained by the customer at his own risk.
If the customer is unable to obtain such administrative approval - for whatever reason - and is therefore unable to fulfil a binding contract corresponding to our acceptance of  the offer because of administrative requirements or changes, we are entitled to rescind the contract and to claim damages.

III.Prices
1.The prices for our deliveries are to be determined in EURO.
2.Unless explicitly agreed to in writing to the contrary, our prices are to be understood ex works, without shipping, packaging and handling, value added taxes, other legal taxes and duties etc. not included.
3.For orders for which no firm prices have been agreed to explicitly and in writing for a set time period, our list price which is effective on the day of delivery will be charged.

IV.Payment, default, deferment
1.Payment shall proceed as follows:
a)For products of the departments TROWAL consumables and spare part deliveries:
within 30 days after the date of invoice net without any deductions;
b)for "WALTHER TROWAL” plants and machinery:
30 % of the purchase price to be prepaid as down payment after receipt of order confirmation,60 % of the purchase price as soon as the buyer has received notification of availability or delivery has occurred.
10 % within one month from availability or delivery.
2.Checks, drafts or notes are accepted only in lieu of payment. The customer bears the costs of discounting and collecting such papers.
3.If the customer is in default with a payment or part payment, then he must pay interest on the outstanding amount at a rate of 8 % over the basic interest rate of the European Central Bank. Further rights from Section XI of these Conditions of Sale and Delivery remain unchanged. We have the right to cancel the order or have a choice to demand indemnity after the default occurred and after expiration of an appropriate respite. In this case, we can choose to either demand the real damage or 10 % of the agreed gross price as indemnity, the purchaser having the right to prove a lesser damage figure.
4.If after signing the contract legitimate doubts arise as to the ability to pay or credit worthiness of the customer then the customer must on our demand according to his choice either prepay or provide security before delivery. If the customer refuses to comply we may withdraw from the contract without the customer having any claims against us.
5.The set-off with any possible counter claims and/or the exercising of any withholding right by the customer are only permitted as long as the counter claims have been legally determined or are not questioned by us.

V.Time of delivery and delays
1.Delivery dates or  time limits that may be agreed to either bindingly or not need to be in writing.
2.If delivery or performance delays occur which are the result of force majeure or of events which make delivery substantially more difficult or impossible -  this includes in particular legal strikes, legal lockouts, administrative regulations etc., even if they occur with our contractors or subcontractors - we are not obliged to meet bindingly agreed to time periods or dates. Such events give us the right to delay delivery or performance for the duration of the obstruction including a reasonable restarting time or to partially or completely withdraw from the contract or the unfulfilled portion of it.
3.If the obstruction lasts longer than 3 months the customer has the right after a reasonable period of respite to withdraw from the contract as far as it has not yet been fulfilled. If the delivery period is prolonged or we become free of our obligations, the customer may not derive any claims from this. We may only use the above named events as excuses if we immediately notify the customer.
4.If we do not meet bindingly agreed to time limits or dates or are in default, the customer has the right to demand default damages to the amount of 1/2 % for every full week of the delay, for a total of not more than 5 % of the price of the delayed deliveries and performances. Further claims are not permitted unless the delay has been caused by gross negligence on our part.
5.We may always and at all times partially deliver or perform.

VI.Delay of acceptance
If the customer is not willing to receive the goods, we have the right to cancel the contract or demand indemnity due to default of contract after expiration of a respite of 14 days. In this case, we also have the right to demand 10 % of the gross purchase price as indemnity instead of the real damage, the purchaser having the right to prove a lesser damage figure.
Besides the aforementioned rights we may in the case that the goods are custom-made or specially procured and we notified the customer of our readiness to deliver and he delayed acceptance, demand reimbursement for the costs of storage. For storage in one of our establishments, we may charge at least 1/2 % of the invoice amount for each month.

VII.Transfer of risk and insurance
The risk in all cases - even with free delivery - transfers to the customer when the goods leave our factory or after notification of readiness to deliver.
Insurance is only provided after express written demand of the customer and at his expense after our written confirmation.
Asserting transport damages vis a vis the responsible person or enterprise is solely the responsibility of the customer. As far as necessary we will assign the customer any claims we might have necessary to asserting such damages.

VIII.Notice of defects
The customer is obligated to check the goods which we deliver immediately after he receives them and to immediately let us know of any defects, notifying us in writing at the latest within one week after receiving the goods. Defects which the customer is unable to detect within this time period even after careful checking, must be made known to us in writing immediately after detection.

IX.Material defects
1.Claims for material defects are subject to a limitation period of 12 months, unless there is no longer period foreseen by law.
2.Second hand machines are sold and delivered under exclusion of any warranty.
3.Any claims for material defects must be advised immediately. We must also be allowed the opportunity to investigate any claimed defects independently. In the case of qualified claims, we will have the choice to either remove the defect or deliver a suitable replacement.
4.If we do respond to a qualified claim for material defects in due time, the customer may propose an appropriate respite in writing. After ineffective expiration of this respite, the customer may choose to either cancel the contract or repair the goods himself or have them repaired. Further claims, especially claims for indemnities or claims for tort are excluded apart from cases of negligence and intention.

X.Patents
1.We indemnify our customers and their customers regarding claims for copyright, trademark or patent infringement, unless the customer provided the design of the delivered item. Our obligation of indemnification is limited in amount to the foreseeable damages.Additional prerequisite for indemnification is that we have the right to defend nay infringement suit and that the claimed infringement arises solely from the design of our delivered item and not from any configuration or way in which it is used.
2.We have the choice to gain release from the responsibilities of subparagraph 1. by either
a)obtaining the necessary licences relating to the patent which is claimed to have been infringed, or
b)providing the customer with a changed item of delivery or parts of it which, after exchanging them for the infringing parts, remove the reproach of infringement related to the originally delivered item.

XI.Retaining ownership
1.We retain ownership of the delivered items until all of our demands which arise from business relationship with the customer regardless from what legal ground have been satisfied.
2.As far as by machining our ownership of machined items ceases, the customer transfers to us in advance ownership of the item which was created by the machining to the extent to which the value of the original item of delivery is reflected by the value of the machined item. The customer is obligated to retain the item created by the machining for us without storage fees.
3.The customer has the right according to the following provisions to sell the delivered item or the item resulting from the machining within normal course of business:
The customer assigns to us in advance all possible claims including ancillary rights that he may have against his customers as a result of the sale of machined items or from his business relationship with them. We hereby accept this assignment.
We have the right to notify the customers of the customer of the assignment of the customer's claims to us and to collect them.
4.The customer may and shall only collect the claims assigned to us as long as we have not withdrawn the permission to do so. This permission ceases, however, even without our express withdrawal, if the customer becomes bankrupt, stops payment, or is in delay of payment.
The customer is obligated, upon our demand, to inform us in writing to whom he has sold goods that he had received from us or items which were produced by machining goods that we had delivered by him or a third party. He shall also inform us about the resulting claims from such sales and confirm such information by affidavit.
5.We oblige ourselves to retransfer our ownership of the goods and claims transferred to us to the customer on his demand as soon as the value of such ownership and claims is greater by 20 % than the value of our total outstanding claims against the customer.
6.The customer is not entitled to any disposition, especially not to pledges and ownership transfers, regarding delivered items, items resulting from machining  delivered items or claims that are assigned to us. He is obligated to inform us immediately in writing of any decline of such rights, especially of the seizure or attachment of items that we own or co-own.
7.In case of breach of contract by the customer - especially delays in payment - we have the right to take back the goods for which we reserved ownership or demand assignment of the claims for return of our customer against third parties. A taking back or a seizure of the goods by us does not constitute a repudiation of the contract, unless the "Abzahlungsgesetz" (statute covering instalment sales) applies.

XII.Transfer of claims
Claims that arise from business transactions against us may not be assigned to third parties.

XIII.Severability
If one or several of the provisions of these conditions of sale and delivery shall for any reason be determined to be invalid or part of a transaction is cancelled, the applicability of other provisions and of the transaction as such are not affected.
XIV.Place of performance, choice of forum, choice of law
1.The place of performance for all obligations arising from contracts with our customers is Haan, West Germany.
2.The courts solely having jurisdiction to decide disputes that may arise without customers that are merchants or public entities shall be those of Mettmann, West Germany, this applies also for proceedings in check and draft matters regardless of the designated place of payment.
This choice of forum also applies if the customer does not reside in West Germany, after signing the contract moves his permanent residence or usual place of residence out of West Germany, or his permanent residence or usual place of residence is not known at the time a suit is filed.
We reserve the right to file suit at the location of the business or permanent residence of the customer.
3.For these business conditions and the whole legal relationship between the customer and us the applicable law is that of the Federal Republic of Germany.
The applicability of the international uniform purchase law is included.
Controlling in each case is the German version of our conditions of sale and delivery, order confirmations and other documents.

Version 09/2007

WALTHER TROWAL GmbH & Co. KG • P.O. Box 42 04 31 • 42404 Haan
Rheinische Straße 35 – 37, 42781 Haan