General terms of delivery for products and services of the company "ABU GmbH", as of June 2003

I. General provisions

The supplier's terms of sale apply exclusively; The supplier does not recognize any terms and conditions of the customer that contradict or deviate from the terms of sale of the supplier, unless the supplier has expressly consented to their validity in writing. The supplier's terms and conditions of sale also apply if the supplier carries out the delivery to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer. All agreements made between the supplier and the customer for the purpose of executing this contract must be set out in writing in this contract. The supplier's terms and conditions of sale also apply to future business transactions with the customer in the context of the ongoing business relationship. The supplier reserves the unlimited right of ownership and copyright to cost estimates, drawings and other documents (hereinafter documents). The documents may only be made available to third parties with the prior consent of the supplier and must be returned to the supplier immediately upon request if the order is not placed with the supplier. Sentences 1 and 2 apply accordingly to the purchaser's documents; However, these may be made available to third parties to whom the supplier has authorized deliveries. The customer has the non-exclusive right to use standard software with the agreed performance characteristics in unchanged form on the agreed devices. The purchaser may make two backup copies without express agreement. Partial deliveries are permitted provided they are reasonable for the purchaser.

III. Retention of title

The goods remain the property of the supplier until all claims from the entire business relationship, including ancillary claims, claims for damages and cashing of checks and bills of exchange, have been fulfilled. The retention of title also remains if individual claims of the supplier are included in a current invoice and the balance is drawn and recognized. If the reserved goods are combined, mixed or processed by the customer to form a new movable item, this is done for the supplier without that this is obliged from this. By combining, mixing or processing, the customer does not acquire ownership of the new item in accordance with § 947 ff. BGB. In the event of connection, mixing or processing with items that do not belong to the supplier, the supplier acquires co-ownership of the new item based on the ratio of the invoice value of the goods subject to retention of title to the total value the supplier retains ownership when the goods are dispatched to the central regulating body, subject to the condition precedent that the purchase price be paid by the central regulating body. The customer is only released upon payment by the central regulator. The customer is only entitled to resell or further process subject to the following conditions: The customer may only sell or process the goods subject to retention of title in the normal course of business and provided that his financial situation does not deteriorate in the long term. The customer hereby assigns the claims with all ancillary rights from the resale of the reserved goods - including any balance claims - to the supplier. If the goods have been combined, mixed or processed and the supplier has acquired co-ownership of them in the amount of his invoice value, he is entitled to the purchase price claim in proportion to the value of his rights to the goods. If the customer has sold the claim as part of real factoring, the customer assigns the claim against the factor to the supplier and forwards his sales proceeds to the supplier in proportion to the value of the supplier's rights to the goods. The customer is obliged to disclose the assignment to the factor if he is more than ten calendar days overdue with the settlement of an invoice or if his financial circumstances deteriorate significantly. The supplier accepts the prescribed assignments. The customer is authorized, as long as he meets his payment obligations, to collect the assigned claims. The authorization to collect expires if the customer defaults on payment. In this case, the supplier is hereby authorized by the customer to inform the customer of the assignment and to collect the claims himself. For the assertion of the assigned claims, the customer must provide the necessary information and allow this information to be checked. In particular, he has to hand over to the supplier, on request, an exact list of the claims to which he is entitled with the name and address of the buyer, amount of the claims, invoice date, etc. If the value of the security existing for the supplier exceeds all of his claims by more than 20%, then it is the supplier is obliged to release securities of his choice at the request of the customer. Pledging or transfer of ownership of the reserved goods or the assigned claims are not permitted. The supplier must be informed immediately of any attachments, confiscations or other dispositions or interventions by third parties, stating the exact details of the attachment creditor or third party expressly stated. The supplier can satisfy himself from the taken back reserved goods by direct sale. The buyer stores the reserved goods for the supplier free of charge. He has to insure them against the usual dangers such as fire, theft and water to the usual extent at his own expense. The customer hereby assigns his claims to insurance benefits to which he is entitled from damage of the aforementioned types against insurance companies or other claims against other parties obliged to pay compensation to the seller in the amount of the invoice value of the goods. The supplier accepts the assignment. All claims and rights from the retention of title to all special forms specified in these terms and conditions remain in place until they are fully released from contingent liabilities (check / bill of exchange) that the seller has entered into in the interests of the buyer. In the case of sentence 1, the buyer is basically permitted to carry out factoring for his outstanding debts. However, he must inform the seller of this before entering into contingent liabilities.

V. Transfer of Risk

The risk is transferred to the purchaser as follows, even in the case of freight-free delivery: in the case of deliveries without installation or assembly, when they have been dispatched or picked up. At the request and expense of the customer, deliveries will be insured by the supplier against the usual transport risks. In the case of deliveries with installation or assembly, on the day of acceptance in the company's own facility or, if agreed, after a fault-free trial run the installation or assembly, the takeover in own company or the trial operation is delayed for reasons for which the customer is responsible, or the customer is in default of acceptance for other reasons, the risk is transferred to the customer.

VII. Receipt

Deliveries are to be accepted by the customer, even if they have minor defects.

IX. Industrial property rights and copyrights; Defects of title

Unless otherwise agreed, the supplier is obliged to make the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party raises justified claims against the customer due to the infringement of property rights by deliveries made by the supplier and used in accordance with the contract, the supplier is liable to the customer within the period specified in Art. VIII No. Either obtain a right of use for the deliveries in question at his own expense, change them so that the property right is not infringed, or exchange them. If this is not possible for the supplier under reasonable conditions, the customer is entitled to the statutory right to withdraw from the contract or to reduce the price. The supplier's obligation to pay damages is based on Art. XI immediately informed in writing about the claims asserted by third parties, does not recognize a violation and the supplier reserves the right to take all defense measures and settlement negotiations. If the customer stops using the delivery to reduce damage or for other important reasons, he is obliged to point out to the third party that the cessation of use does not entail any acknowledgment of an infringement of property rights. Claims by the customer are excluded insofar as he is responsible for the property right infringement. Claims by the purchaser are also excluded if the infringement of property rights is caused by special requirements of the purchaser, by an application not foreseeable by the supplier or by the fact that the delivery is changed by the purchaser or used together with products not supplied by the supplier The provisions of Art. VIII No. 4, 5 and 9 shall apply accordingly for the claims of the customer regulated in No. 1 a). In the event of other legal defects, the provisions of Art. VIII shall apply accordingly. Any further or other than those in this Art IX ger Applicable claims of the customer against the supplier and his vicarious agents due to a legal defect are excluded.

X. impossibility; Contract adjustment

If delivery is impossible, the customer is entitled to claim damages, unless the supplier is not responsible for the impossibility. However, the purchaser's claim for damages is limited to 10% of the value of that part of the delivery that cannot be put into appropriate operation due to the impossibility. This limitation does not apply if liability is mandatory in cases of willful intent, gross negligence or due to injury to life, limb or health; this does not involve a change in the burden of proof to the detriment of the customer. The right of the customer to withdraw from the contract remains unaffected. If unforeseeable events within the meaning of Art. IV No. 2 significantly change the economic significance or the content of the delivery or have a significant effect on the supplier's operations, the contract will be subject to Treu and Faith appropriately adjusted. If this is not economically justifiable, the supplier has the right to withdraw from the contract. If he wishes to make use of this right of withdrawal, he must notify the customer immediately after recognizing the scope of the event, even if an extension of the delivery time was initially agreed with the customer.

XII. Place of jurisdiction, applicable law, place of performance

The place of jurisdiction, including actions on bills of exchange and checks, is Osnabrück, insofar as the customer is a registered trader, legal entity under public law or special fund under public law. The same place of jurisdiction applies if the customer does not have a general place of jurisdiction in Germany, relocates his domicile or usual place of residence outside of Germany after conclusion of the contract or if his place of residence or usual place of residence is not known at the time the action is brought Law of the Federal Republic of Germany without its possible referral to another legal system. The United Nations Convention on the Sale of Goods of April 11, 1980 (UN Sales Convention / CISG) does not apply. The place of performance is Nordhorn.

XIII. Binding nature of the contract

The contract remains binding in its remaining parts even if individual provisions are legally ineffective. This does not apply if adherence to the contract would represent unreasonable hardship for one of the parties.

II. Offers, prices and terms of payment

If the order qualifies as an offer according to § 145 BGB, the supplier can accept this within 4 weeks. The supplier's offers are non-binding, unless otherwise stated in the order confirmation. The prices are ex works excluding packaging plus the applicable sales tax and other costs such as customs, insurance premiums, etc. If the supplier has undertaken the installation or assembly and is not something otherwise agreed, in addition to the agreed remuneration, the customer bears all necessary ancillary costs such as travel costs, costs for the transport of hand tools and personal luggage as well as expenses. Payments are to be made free to the supplier's payment office. Unless otherwise stated in the order confirmation, the payment is due net (without deduction) within 30 days of the invoice date. If the purchaser is in default of payment, the supplier is entitled to demand default interest of 8% pa above the respective base rate in accordance with Section 247 of the German Civil Code (BGB). If the supplier is able to prove higher damage caused by delay, the supplier is entitled to assert this. However, the customer is entitled to prove to the supplier that the delay in payment has caused no damage or significantly less damage. Section 353 of the German Commercial Code (HGB) remains unaffected. Insofar as the supplier agrees payment of the remuneration with the customer based on the check / bill of exchange procedure, the retention of title also extends to the redemption of the bill of exchange accepted by the supplier by the buyer and does not expire when the check received is credited The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by the supplier. He is also authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

IV. Deadlines for deliveries; Default

Compliance with the agreed deadlines for deliveries presupposes the timely receipt of all documents to be supplied by the purchaser, necessary permits and releases, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the purchaser. If these prerequisites are not met in a timely manner, the deadlines are extended appropriately; this does not apply if the supplier is responsible for the delay. The delivery dates mentioned in the order confirmation are only considered fixed dates if they are expressly designated as such, for example by adding "fixed" or "at the latest" Force majeure, e.g. mobilization, war, riot or similar events, e.g. strike, lockout, extend the deadlines appropriately. If the supplier is in default, the customer can - if he can credibly show that he has suffered damage as a result - Obtain compensation for every completed week of delay of 0.5% each, but not in total more than 5% of the price for the part of the deliveries that could not be put into proper operation due to the delay the delivery as well as claims for damages instead of the performance, which go beyond the limits mentioned in No. 3, are in all n cases of delayed delivery, even after a delivery deadline set for the supplier, is excluded. This does not apply if liability is mandatory in cases of willful intent, gross negligence or due to injury to life, limb or health; this does not involve a change in the burden of proof to the detriment of the customer. The purchaser can only withdraw from the contract within the framework of the statutory provisions if the supplier is responsible for the delay in delivery. Upon request by the supplier, the purchaser is obliged to declare within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery and / or demand compensation instead of performance or insist on delivery. If dispatch or delivery is delayed by more than one month after notification of readiness for dispatch at the request of the customer, the customer can charge storage fees of 0.5% of the price for each month commenced of the items of the deliveries, but no more than a total of 5%. The contracting parties reserve the right to provide evidence of higher or lower storage costs. Correct and timely delivery to us is reserved.

VI. Installation and assembly

Unless otherwise agreed in writing, the following provisions apply to installation and assembly:

The customer must take over and provide in good time at his own expense: all earthworks, construction and other ancillary work outside the industry, including the necessary skilled and auxiliary workers, building materials and tools, the items and materials required for assembly and commissioning, such as scaffolding , Hoists and other devices, fuels and lubricants, energy and water at the point of use including the connections, heating and lighting, at the assembly point for the storage of machine parts, apparatus, materials, tools, etc., sufficiently large, suitable, dry and lockable rooms and work and recreation rooms that are appropriate for the assembly personnel, including sanitary facilities appropriate to the circumstances; In addition, to protect the property of the supplier and the assembly personnel on the construction site, the customer must take the measures that he would take to protect his own property, protective clothing and protective devices that are required due to special circumstances at the assembly site the purchaser to provide the necessary information about the location of concealed electricity, gas, water lines or similar systems as well as the necessary static information without being asked. Before starting the installation or assembly, the supplies and objects required for the start of the work must be obtained the installation or assembly site and all preparatory work has progressed so far that the installation or assembly can be started as agreed and carried out without interruption. Access routes and the installation or assembly area must be leveled and cleared. If the installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the customer shall be responsible for the reasonable costs of waiting time and any additional travel required by the supplier or assembly personnel The customer must immediately certify the duration of the working hours of the assembly personnel and the completion of the installation, assembly or commissioning to the supplier on a weekly basis. If the supplier requests acceptance of the delivery after completion, the customer must undertake this within two weeks. If this does not happen, the acceptance is deemed to have taken place. The acceptance is deemed to have taken place at the same time when the delivery has been put into use - if necessary after the completion of an agreed test phase.

VIII. Material defects

The supplier is liable for material defects as follows:

All those parts or services, at the option of the supplier, are to be repaired free of charge, to be delivered again or to be rendered anew that show a material defect within the limitation period - regardless of the operating time - provided that the cause was already present at the time of the transfer of risk. The contracting parties are mutually exclusive - in deviation from § 434 BGB - agree that the required quality of the delivery item upon transfer of risk, unless otherwise agreed individually, is fulfilled if it is of average type and quality with regard to the serial or general production of the delivery item by the supplier . In the case of lower quality, there is no defect if the contractual use is not impaired. Section 434 (2) sentence 2 does not apply. Claims for material defects become statute-barred six months from the due date of the defect claim, but no longer than 12 months from delivery of the item. The deadline also applies to consequential damage caused by defects, provided that no claims are asserted from tortious acts. This does not apply if the law in accordance with Section 438 (1) No. 2 BGB (buildings and items for buildings) prescribes longer periods, as well as in cases of injury to life, limb or health, or in the event of an intentional or grossly negligent breach of duty on the part of the supplier and in the case of fraudulent concealment of a defect. The purchaser must immediately notify the supplier of any material defects in writing. In the event of notices of defects, payments by the purchaser may be withheld to an extent that is reasonable in relation to the material defects that have occurred. The customer can only withhold payments if a complaint is made, the justification of which cannot be doubted. If the notification of defects was wrong, the supplier is entitled to demand reimbursement of the expenses incurred by the customer. First of all, the supplier must always be given the opportunity for subsequent performance within a reasonable period of time. If the subsequent performance fails, the customer can - without prejudice to any claims for damages in accordance with Art. XI - withdraw from the contract or reduce the remuneration. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent treatment, excessive use, unsuitable equipment , inadequate construction work, unsuitable subsoil or which arise due to special external influences that are not required by the contract, as well as non-reproducible software errors. If the purchaser or a third party undertakes improper changes or repairs, there are no claims for defects for these or the consequences arising therefrom. Claims by the purchaser for the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the delivery item has subsequently been moved to a location other than the buyer's branch, unless the transfer corresponds to its intended use. Legal recourse claims of the buyer against the supplier only exist insofar as the buyer has not made any agreements with its customer that go beyond the statutory claims for defects. For the scope of the purchaser's right of recourse against the supplier, number 8 also applies accordingly. Art. XI (other claims for damages) also applies to claims for damages. Any further claims or claims other than those stipulated in this Art. VIII by the customer against the supplier and his vicarious agents due to a material defect are excluded.

XI. Other claims for damages

Claims for damages and reimbursement of expenses by the customer (hereinafter: claims for damages), regardless of the legal reason, in particular due to breach of obligations arising from the contractual relationship and tort, are excluded. This does not apply in cases where there is mandatory liability, e.g. under the Product Liability Act intent, gross negligence, due to injury to life, limb or health, due to the breach of essential contractual obligations. If the supplier is liable according to the above regulation and if there is no intent, gross negligence or injury to life, limb or health, the amount of the claim is limited to the benefits of the supplier's product liability insurance. The supplier is ready to give the customer an insight into the insurance policy on request. The supplier undertakes to maintain the insurance until the expiry of the warranty period (Clause VIII. 2.). A change in the burden of proof to the detriment of the customer is not associated with the above regulations. If the customer is entitled to claims for damages under this Art. XI, these shall become statute-barred upon expiry of the limitation period applicable to claims for material defects in accordance with Art.