General Terms of Delivery and Payment for the Delivery of Components and Systems

All our present and future deliveries will be made exclusively on the basis of the following conditions:

1. Conclusion of Contract
All our offers are non-binding. Delivery contracts, delivery requests and other agreements, their modi-
fications and additions shall not be effective until they have been confirmed by us in writing. Any diverging
purchasing conditions of the Purchaser are herewith explicitly objected against, and shall not be acknow-
ledged, even by deliveries on our part.

2. Prices, Terms of Payment

2.1 Our prices are to be understood ex works, excluding packing and Value Added Tax. Our invoices shall
be due for payment without deductions no later than the 30th day following delivery or partial delivery.

2.2 The Purchaser shall not be entitled to withhold or offset payment against claims due to him, unless the
opposing claim is undisputed and no further legal recourse is possible, or results from the same legal rela-
tionship as the claimed purchase price.

2.3 If payments are delayed or if our claims are at risk due to a deterioration of the Purchasers credit stand-
ing, we shall be entitled to declare the total sum of our receivables due with immediate effect regardless of
the due date of any bills of exchange - or to demand collateral. In these cases we shall also be entitled to
deliver any outstanding supplies against prepayment or provision of security only.

3. Delivery Period / Force Majeure

3.1 Delivery periods shall not commence until all details of order execution have been clarified and the con-
ditions to be met by the Purchaser have been fulfilled. Adherence to the delivery period is subject to the
timely and correct delivery of goods to us by our suppliers. Deliveries prior to the expiry of the delivery
period and partial delivery shall be permitted.

3.2 If, in the case of on-call supply contracts, the delivery request is not issued in time, we shall be entitled,
after an extension of time has been granted and elapsed unsuccessfully, to arrange for deliveries at our own
discretion or to withdraw from that part of the delivery contract which has not yet been filled.

3.3 In the event of a delay occurring on our part, the Purchaser shall be entitled, after having granted an ap-
propriate extension of time in writing, to withdraw from the contract. The Purchaser's right of withdrawal
shall, however, be limited to the non-completed part of the contract. The Purchaser shall only be entitled to
withdraw from the contract in its entirety, if partial delivery is of no use to him. Withdrawal shall be excluded
in case of an insignificant defect.

3.4 Compensation for damages caused by delay shall be made as follows: In the case of slight negligence,
compensation for damages is limited to extra freight costs and retrofit costs, and, after unsuccessful grant-
ing of an extension period or in the event of there being no further interest in the delivery, to the extra ex-
penditure incurred for replacement purchases. When deciding on the amount of compensation, the eco-
nomic situation of the supplier, the nature, scope and duration of the business relationship and, where ap-
plicable, the value of the part supplied shall be adequately taken into account in our favour and according to
the principles of good faith.

3.5 Events of force majeure, including strike, lockout or unforeseen circumstances (including internal events
beyond our control), which render a delivery impossible despite all reasonable efforts having been made, as
well as impossibility and breach of duty, shall entitle us to defer delivery by a period equivalent to the dura-
tion of the obstructions plus an appropriate start-up period, or to withdraw from the contract totally or partly
with respect to the part not yet fulfilled. This also applies if the above-mentioned obstructions occur during a
period of delay or at a sub-suppliers works. In the case of a withdrawal, the Purchaser shall be informed
without delay and compensated for any services rendered in return.

In the case of major delays, the Purchaser shall be entitled to request that we declare within a period of two
weeks whether we wish to withdraw from the contract, or to make delivery within an appropriate extension
period. If we fail to make such a declaration, the Purchaser shall be entitled to withdraw from the non-
fulfilled contract.
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4. Shipment and Passage of Risk

4.1 Principally, deliveries shall be made ex works. Goods reported ready for dispatch shall be taken over
without delay. Failing this, we shall be entitled, at our own discretion, to either dispatch or store the goods at
the Purchasers risk and expense. Storage of the goods shall constitute the passage of risk.

4.2 Risk shall pass to the Purchaser on handover to the Railway Company, forwarding agent or carrier,
even if delivery has been taken over by us.

5. Reservation of Title

5.1 All goods supplied shall remain our property (goods subject to reservation of title) until all claims have
been fulfilled, in particular the respective balance claims due to us, regardless of the legal grounds. This
also applies, if payments are made in settlement of specifically designated claims. Delayed payment or
other facts casting reasonable doubt on the Purchasers credit standing shall entitle us to withdraw from the
contract. In this case, the Purchaser shall authorize us to enter his business premises and collect the goods
delivered. Furthermore we shall be entitled in these cases to prohibit the machining or processing as well as
the sale of the goods subject to reservation of title.

5.2 Manufacture and processing of the goods subject to reservation of title shall be made for us as
manufacturer within the meaning of Section 950 of the German Civil Code (BGB) without obligation of us. If
goods subject to reservation of title are processed, combined or mixed with other articles by the Purchaser,
we shall be entitled to a (co-) ownership in the new article in the ratio of the invoice value of the goods under
reservation of title to the invoice value of the other goods used. The rights of co-ownership thus arising shall
be deemed goods subject to reservation of title in accordance with item 5.1 above. If our ownership expires
through combination, processing or mixing, the Purchaser already now assigns to us by way of collateral his
ownership rights in the new article to the amount of the invoice value of the goods subject to reservation of
title. The Purchaser shall keep safe the (co-)owned goods and collateral at no charge to us.

5.3 The Purchaser may sell the product under reservation of title only in the course of ordinary business
transactions and while he is not in default, provided that the claims resulting from the sale shall pass on to
us in accordance with Items 5.4 and 5.5 below. The Purchaser shall not be entitled to otherwise dispose of
the goods under reservation of title.

5.4 Claims of the Purchaser from the re-sale of goods under reservation of title shall hereby be assigned to
us in the amount of the invoice value of our own claims. They shall serve as collateral to the same extent as
the goods subject reservation of title.

5.5 If the goods subject to reservation of title are sold by the Purchaser together with other goods not sup-
plied by us, the assignment of claim shall be valid only to the amount invoiced by us for the goods under
reservation of title being sold. If goods in which we have co-ownership as per Item 5.2 are being sold, the
assignment of claims shall apply to the amount of the co-ownerships share.

5.6 The Purchaser shall be entitled to collect claims arising from a sale in accordance with Items 5.3 and 5.4
until such authority is revoked by us. We shall be entitled to issue such revocation only if the Purchaser fails
to adhere to the terms of payment, or until facts appear which cast reasonable doubt on the Purchasers
credit standing. The Purchaser shall not be authorized to assign such claims. At our request, the Purchaser
shall be obliged to inform his customers immediately of the assignment of claims to us and to provide us
with all information and documents required to collect the sums due to us.

5.7 If the value of collateral held by us exceeds our claims towards the customer by more than 10%, we
shall be obliged to release any existing collateral at our own choice.

6. Claims for Defects

6.1 The legal provisions regarding defects in relation to quality and title shall be applied to the extent that no
other agreements are made below. The contractual condition of the goods is determined as at the time of
passage of risk. If goods are manufactured on the basis of the Purchasers drawings, we shall assume liabil-
ity for execution in accordance with the drawings, but not for the function of the goods. We shall only accept

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guarantees, if these have been given explicitly and in writing and designated as such by our representative
body. The warranty period shall be 24 months from the passage of risk.

6.2 The Purchaser shall inspect the goods as per Section 377 of the German Commercial Code HGB und
give notice of any defects discovered immediately.

6.3 We shall be entitled to verify the defects reported. If the claimed defects are justified we shall at our
discretion either make good the defect, or supply a replacement which is free from defects. If we fail to fulfil
our warranty obligations, or fail to fulfil them in accordance with the provisions of the contract, the Purchaser
shall be entitled, after granting a reasonable period extension, to withdraw from the contract in relation to
the defective article delivered, or to reduce the price. Subject to the provisions listed in Item 9, any further
claims shall be excluded. If we incur additional expenditures for supplementary performance as a result of
acts of the Purchaser, particularly as a result of the subsequent shipment of the article supplied to a place
different from the contractually agreed one, this shall entitle us to decline supplementary performance in
accordance with Section 439 III of the German Civil Code (BGB).

6.4 In the event that the components supplied by us are shipped by the Purchaser directly or indirectly to
end users without modifications, the respective legal provisions shall apply instead of Items 6.1 to 6.3. How-
ever, our liability for damages shall also be limited in these cases to the provisions of Item 9.

7. Order-specific Manufacturing Equipment

7.1 Order-specific manufacturing equipment, such as models, templates, tooling, fixtures etc. provided by
the Purchaser, shall be forwarded to us free of charge. The conformance of the manufacturing equipment
provided by the Purchaser to the contractual specifications or to the drawings or samples made available to
us shall be checked by us only if a specific agreement to this effect has been made. We shall be entitled to
make adjustments to the manufacturing equipment provided by the Purchaser, if this is deemed necessary
by us for technical reasons, and if this does not affect the workpiece.

7.2 The cost of modification, maintenance and replacement of his manufacturing equipment shall be borne
by the Purchaser.

7.3 The manufacturing facility shall be kept safe and treated by us with the same amount of care we would
apply to our own equipment. We shall not be obliged to take out insurance cover. Any manufacturing equip-
ment belonging to the Purchaser which is no longer needed by us may be returned by us to the Purchaser
at his own expense and risk, or destroyed, if the Purchaser fails to meet our requests to collect the equip-
ment within an appropriate period.

7.4 Order-specific manufacturing equipment manufactured or purchased by us on behalf of the Purchaser

will remain our property, even if paid for totally or in part by the Purchaser. It shall be retained by us for a
period of 3 years following completion of volume production.

7.5 If single-use manufacturing equipment has become unusable, the Purchaser shall either provide new
manufacturing equipment, or bear the cost of a replacement.

7.6 Components to be installed by us shall be supplied by the Purchaser dimensionally accurate and in
perfect condition. If parts become unusable, the Purchaser shall provide a replacement free of charge.

8. Copyright

Documents and drawings made available to the Purchaser, design services rendered, and suggestions
regarding the design and manufacture of components shall be used by the Purchaser only for the intended
purpose and shall neither be disclosed by the Purchaser to Third Parties nor made the subject of publica-
tions without our consent.

9. Compensation for Damage, Liability

9.1 In respect of the intended application the Purchaser shall be responsible for the proper design of the
goods in accordance with pertinent safety regulations, for the selection of materials and necessary testing
method, for the correctness and completeness of delivery specifications and documents and drawings
handed over, and for the execution of components and facilities provided, even if amendments were
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suggested by us and approved by the Purchaser. In addition the Purchaser shall vouch that no industrial
property rights other rights of Third Parties are violated as a result of information provided by the Purchaser.

9.2 In the event that claims for compensation of damages are raised against us by Third Parties for reasons,
for which the Purchaser is responsible, the Purchaser shall indemnify us against such claims.

9.3 We shall only assume liability for compensation of damages due to a breach of contractual or extra-
contractual, advisory or other secondary duties under the following circumstances:

o in case of wilful intent,

o in case of gross negligence on the part of executive bodies or executive officers and agents,
o if and to the extent that a guarantee has been assumed explicitly by a declaration of our executive
bodies, and to the extent that a claim according to the Product Liability Act exists,
o in case of culpable breach of principal contractual duties, whereby liability shall be restricted to
damage foreseeable at the time of conclusion of the contract and typical of this type of contract.
o if damage results from injury to life, body or health, caused by intentional or negligent violation of
duties on the part of executive bodies, executive officers or agents.

10. Place of Performance and Legal Venue

The place of performance shall be the location of our delivery works. The legal venue shall be Darmstadt.
We shall be entitled to initiate legal action against the Purchaser at his own general place of jurisdiction.

11. Applicable Law

The legal relationship between the Purchaser and us shall be governed exclusively by the substantive law
of the Federal Republic of Germany to the exclusion of the legislation concerning the United Nations Con-
vention on Contracts for the International Sale of Goods (CISG) dated 11 April 1980 with its respective
amendments.

Date: October 2008