I. General information

1. These Terms and Conditions of Sale and Delivery apply exclusively to all deliveries, services and offers of ITS GmbH – hereinafter referred to as “Supplier” – and also to all future transactions, even if they are not expressly agreed again.
   Conflicting terms and conditions or terms and conditions of the customer that deviate from our terms and conditions (terms and conditions of purchase) shall not be recognized.
2. Information on dimensions, weights, equipment, performance and prices in the Supplier’s catalogs, brochures and price lists are subject to change and non-binding.
3. The Supplier reserves the right to make design changes in the form of technical improvements, provided they do not unreasonably affect the Purchaser and provided they do not affect the usability of the delivery.

II Prices

1. All prices are net prices, to which the respective statutory value added tax at the time of delivery must be added where applicable.
   Additional deliveries and services shall be invoiced separately.
2. Prices are ex works, duty unpaid, excluding packaging.
3. If the costs for material, energy and/or labor increase in an unforeseeable manner by more than 10% and the delivery takes place 4 months after conclusion of the contract, the supplier is entitled to adjust the agreed prices accordingly.

III Acceptance, delivery, delivery time, transfer of risk

1. The customer is obliged to accept the goods.
   The obligation to accept the goods must be fulfilled immediately as a principal obligation in a reciprocal relationship.
2. The transfer of risk shall take place at the latest when the goods are dispatched; this shall also apply if partial deliveries are made or the supplier has assumed other services, e.g. the shipping costs or transportation.
3. If dispatch is delayed due to circumstances for which the Purchaser is responsible, the risk shall pass to the Purchaser on the day on which the goods are ready for dispatch; the Supplier shall then take out the insurance requested by the Purchaser at the latter’s request and expense.
   In addition, the Purchaser shall pay the costs arising from the storage, but at least 0.5% of the invoice value per month in the case of storage at the Supplier’s works.
   The Supplier shall be entitled to dispose of the delivery item otherwise after setting a reasonable deadline which has expired without result and to supply the Purchaser within a reasonably extended period.
4. The Supplier shall have the right to make partial deliveries and render partial services insofar as this is reasonable for the Customer.
5. Delivery and performance times specified by the supplier are subject to proper, i.e. correct and timely delivery to the supplier; they shall be deemed to have been met upon notification of readiness for dispatch at the supplier’s works or warehouse.
6. Delays in delivery and performance due to force majeure and due to events for which the supplier is not responsible, e.g. strike, lockout, boycott, sovereign measures, unforeseen shortage of raw materials due to delivery/import restrictions, war, etc., even if they occur at the supplier’s suppliers or their subcontractors, shall entitle the supplier to withdraw from the contract in whole or in part or to extend the delivery period by the duration of the impediment.
7. In the event of a delay in delivery, also in accordance with III, No. 6, the purchaser may withdraw from the contract after a reasonable grace period has expired without result.
   In the event of impossibility of delivery, the purchaser shall be entitled to this right without setting a grace period.
   Delay in delivery is equivalent to impossibility if delivery is not made for more than four weeks.
8. Claims for damages – incl.
   any consequential damages – are excluded without prejudice to III, No. 9.
   The same applies to claims for reimbursement of expenses.
   The exclusion of liability shall not apply in the event of intentional, grossly negligent breach of duty by a legal representative or vicarious agent of the supplier.
9. The limitation of liability pursuant to III, No. 8 shall not apply if a commercial transaction for delivery by a fixed date has been agreed (cardinal obligation).

IV. Rights of the customer in the event of defects

1. In principle, only the product description of the supplier shall be deemed agreed as the quality of the goods.
   Public statements, promotions or advertising by the supplier do not constitute a contractual description of the quality of the goods.
2. The Purchaser shall notify the Supplier in writing of any defects without delay, but at the latest within eight days of receipt of the goods.
   Defects that cannot be discovered within the eight-day period, even after careful inspection, must be reported to the Supplier in writing immediately after their discovery.
3. The Purchaser undertakes to give the Supplier the opportunity without delay to inspect the goods complained about to ascertain whether they are defective.
4. If there is a not insignificant defect, the supplier is entitled, at his discretion, to remedy the defect or to deliver a defect-free item (subsequent performance).
   If subsequent performance is impossible or disproportionate, the Supplier shall be entitled to refuse subsequent performance.
   Subsequent performance may be refused as long as the customer does not fulfill his payment obligations to an extent that corresponds to the defect-free part of the performance.
   If subsequent performance fails even after a reasonable deadline has been set, the Purchaser may, at its discretion, demand a reduction in the purchase price (abatement) or withdraw from the contract.
   This shall also apply if subsequent performance is refused due to impossibility or disproportionality.
5. All rights of the Purchaser in the event of defects shall expire one year after the date of delivery, unless the Supplier has fraudulently concealed a defect.
   This shall also apply to defects within the meaning of para.
   2, sentence 2.
6. Only the direct purchaser is entitled to the rights of the purchaser against the supplier in the event of defects and these rights are not assignable.
7. The above paragraphs conclusively regulate the rights of the customer in the event of defects.

V. Payment

1. The Supplier’s invoices are payable within 30 days of the invoice date without deduction or within 14 days of the invoice date with a 2% discount.
2. Payment shall only be deemed to have been made when the supplier can dispose of the amount without any objections or conditions; when checks are issued, payment shall only be deemed to have been made when the check has been cashed by the drawee bank.
3. Payment by bill of exchange is only permitted by prior agreement.
   They shall be made exclusively on account of performance.
   The bills of exchange must be guaranteed by a bank acceptable to the Supplier and may not exceed a term of ninety days.
   The discount and bill charges are to be paid by the purchaser in cash immediately upon maturity of the claim.
4. In the event of default of payment by the Purchaser, the Supplier shall be entitled to declare the entire remaining debt due and payable and to demand immediate payment.
   If the supplier learns of a significant deterioration in the financial situation of the purchaser after conclusion of the contract, he shall also be entitled to demand immediate cash payment and, if necessary, advance payment and provision of security against return of bills of exchange and checks.
5. The customer is only entitled to offset if his counterclaims are undisputed or have been legally established.

VI Retention of title

1. The delivered goods shall remain the property of the Supplier until all existing current and future claims of the Supplier against the Purchaser arising from existing delivery relationships, including balance claims from a current account relationship limited to these delivery relationships, have been fulfilled.
   The goods and the goods covered by the retention of title which take their place in accordance with this clause are hereinafter also referred to as reserved goods.
2. The customer shall store the reserved goods free of charge for the supplier.
3. The customer is entitled to process and sell the reserved goods in the ordinary course of business.
   Pledges and transfers by way of security are prohibited.
4. If the reserved goods are processed, it is agreed that the processing is carried out in the name and for the account of the Supplier as manufacturer and that the Supplier directly acquires ownership or – if the processing is carried out from materials of several owners or the value of the processed items is higher than the value of the reserved goods – co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item.
   In the event that the Supplier does not acquire such ownership, the Purchaser hereby transfers its future ownership or – in the aforementioned ratio – co-ownership of the newly created item to the Supplier as security.
   If the goods subject to retention of title are combined or inseparably mixed with other items to form a single item and if one of the other items is to be regarded as the main item, the Supplier shall transfer co-ownership of the single item to the Customer on a pro rata basis in the above-mentioned ratio insofar as the main item belongs to them.
5. In the event of the resale of the reserved goods, the purchaser hereby assigns to the supplier the resulting claim against the purchaser – in the case of co-ownership of the supplier in the reserved goods in proportion to the co-ownership share.
   The same applies to other claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction.
   The Supplier revocably authorizes the Purchaser to collect the claims assigned to the Supplier in its own name for the Supplier’s account.
   The Supplier may only revoke this direct debit authorization in the event of liquidation.
6. In the event of access by third parties to the reserved goods (e.g. by seizure), the Purchaser shall draw attention to the Supplier’s ownership and inform the Supplier immediately.
7. The supplier shall release the goods subject to retention of title and the items or claims taking their place upon request at his discretion if their value exceeds the amount of the secured claims by more than 50%.
8. If the supplier withdraws from the contract in the event of breach of contract by the customer – in particular default of payment – he shall be entitled to demand the return of the reserved goods.

VII Limitation of liability

1. With the exception of damage caused by injury to life, limb or health, the Supplier shall only be liable for damage caused by it and/or its vicarious agents in the event of an intentional or grossly negligent breach of duty, unless a material contractual obligation is breached in accordance with the nature and content of the contract.
2. Insofar as the supplier is liable for damages on the merits, liability shall be limited to damages which he foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which he should have foreseen, taking into account the circumstances of which he was aware or which he should have been aware, if he had exercised due care.
   Indirect damage and consequential damage resulting from defects in the delivery item shall only be eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
3. In the event of liability for simple negligence, the Supplier’s obligation to pay compensation for damage to property or personal injury shall be limited to an amount of € 2,500,000.00 per claim, even if this involves a breach of material contractual obligations.

VIII. Secrecy

1. The contracting parties shall treat as business secrets all commercial and technical details which are not in the public domain and which become known to them in the course of the business relationship.
   Drawings, models, samples and other documents may not be made accessible to third parties without prior consent.
   If a contract is not concluded or the business relationship is terminated, the documents provided as well as all copies must be returned immediately.
2. The supplier reserves the right of ownership and copyright to samples, cost estimates, drawings and similar information of a physical and non-physical nature (including in electronic form). They may not be made accessible to third parties.

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

1. The place of performance for all claims arising from the contractual relationship is D-63619 Bad Orb.
   The law of the Federal Republic of Germany shall apply to these Terms and Conditions of Sale and Delivery as well as to all other legal relationships between the Customer and the Supplier.
2. Gelnhausen shall be the place of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship, its conclusion or its interpretation, insofar as the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law or has its registered office or place of residence abroad.
   The contracting parties shall also be entitled to bring an action in the general place of jurisdiction of the defendant.

X. Partial ineffectiveness

Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of the remaining provisions or agreements.

July 2010