England

1. Offers and prices

Offers and pricesare subject to change without notice. We must reserve the right to make deliveries up to 10% over and under.

2. Agreements

Agreementsrequire our written confirmation. Oral or telephonic agreements as well as statements made by our representatives are only binding on us if they are confirmed by us in writing.

3. Delivery time

a) Delivery time commences with the dispatch of the confirmation of the order, but not before the buyer produces the necessary documents, approvals, releases, and we receive any agreed down payment.

b) The term delivery is deemed observed if the goods to bu supplied have left the factory or have been delivered as ready for dispatch before the expiration of the delivery term.

c) In the event of force majeure or other unforeseeable obstacless such as civil insurrection, operating shutdowns, strikes and lockouts, the delivery terms shall be

extended accordingly. The same shall apply in the event of delivery delays essential raw or construction materials to the extent that such delays can be shown to have had considerable influence on the delivery of the goods supplied and were not due to the seller.

d) If the agreed delivery date or delivery term has been exceeded by six weeks the buyer may request the seller in writing to supply the goods within a reasonable period of time. This written warning puts the seller in a state of arrears. In addition to delivery, the buyer may only claim restitution or damages incurred by the delay if the seller has been guilty of wrongful intent or gross negligence. In the event of delay, the buyer may also set the seller an appropriate additional term with the advice that he will refuse to

accept the goods after the expiration of this term. After this term has expired without result the buyer is entitled to demand by a written declaration that the contract be set aside or, in the case of wilful intent or gross negligence, damages for non-performance. In this case claim to delivery is excluded. Compliance with the delivery term by the seller presumes in each instance that the buyer has performed his obligations.

e) If delivery is delayed at the request of the buyer this party shall be invoiced with the extra cost incurred by warehousing, commencing on month after the advice of readiness for transport, but amouting to at least 0,5% monthly of the invoice amount. The seller shall be entitled to dispose by some other method of the goods supplied and only to supply the buyer at some later date.

4. Transfer of risk and acceptance

a) Risk shall pass at the lates on the dispatch of the goods to the buyer, even if the goods are supplied in part lots or the seller has undertaken other services, for example dispatch costst, or conveyancing and installation. At the request and expense of the buyer delivery will be insured against breakages, transport, fire and water damage.

b) If dispatch is delayed as a result of circumstances for which the supplier is not

responsible, risk shall pass the buyer on the day the goods are ready for dispatch although the supplier is obliged to carry out insurance at the request and expense of the buyer.

c) The seller is entitled to make part deliveries.

d) A right to refuse to accept the goods only accrues tothe buyer if the goods supplied show considerable defects.

5. Dispatch

Dispatch shall take place always for the account and risk of the buyer even if we deliver the carriage paid. Damage claims for loss, a reduction of the purchase price and damage during transport cannot be accepted. Packing will be undertaken with the

utmost degree of care and invoiced at prime cost. Only wooden packing cases will be recredited for two thirds of cost if these are returned carriage paid in good condition within six weeks. If no particular provisions are made by the buyer regarding dispatch, the most appropriate method will be chosen at the seller’s discretion without any guarentee.

6. Payment

Payment shall be made in the currency of the United Kingdom within 30 days. Payment delay or unsatisfactory information shall entitle us to delay delivery or to withdraw from delivery in whole or in part. Until full payment of the purchase price including all ancillary claims (in the case of payment by cheque until clearance) the goods remain our property. Until that time the buyer is not entitled to pledge the goods to third parties or to assign them by way of security. If the payment term is exceeded the usual bank interest will be charged at the rate of 3% over the base rate from time to time applying of the „Bank of England“. Our representatives are not entitled to undertake collection.

7. Price

a) In the absence of a special arrangement prices are deemed ex-works excluding packing.

b) Price reservation: if prices increase we must reserve the right to invoice the price ruling on the date of dispatch.

8. Risk and property

8.1 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the seller to the buyer for which payment is then due.

8.2 Until such times as the property in the goods passes to the buyer, the buyer shall hold the goods as the seller’s fiduciary agent and bailee, and shall keep the goods from those of the buyer and third parties and properly stored, protected and insured and identified as the seller’s property. Until that time the buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

8.3 Until such times as the property in the goods passes to the buyer (and provided the goods are still in existence and have not been resold), the seller shall be entitled at any time to require the buyer to deliver up the goods to the seller and, if the buyer fails to do so forthwith, to enter upon any premises of the buyer or any third party where the goods are stored and repossess the goods.

8.4 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the seller, but if the buyer does so all moneys owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.

8.5 In the event of seizure by third parties, and in particular by a levy of distress against the goods bought, the buyer shall inform the seller immediately in writing and advise the third party at the same time of the sellers reservation of title.

8.6 Goods delivered by instalments shall be subject of several reservations of the title which will remain in force in respect of all goods delivered until the last reservation of title is extinguished by payment.

9. Warranty

To the exclusion of further claim by the buyer, the seller shall be liable for defects in the goods supplied as follows:

a) All parts which become faulty within six months (or three months where multi-shift working is in operation) due to some circumstances existing before delivery, such as faulty construction, poor construction materials or defective implementation, shall be remedied without cost or replaced with newtems at the discretion of the seller. All other guarantee claims (setting aside the contract, reduction of the purchase price, damages for non-performance) are excluded.

b) Warranty claims shall not be accepted where the fault is attributable to one of the following causes for which the seller is not responsible: incorrect usage, incorrect assembly or operating by the buyer or a third party, fair wear and tear, incorrect or care-less handling, incorrect maintenance or servicing, overloading, inappropriate production means and replacement parts or materials, deficient construction works or an unsuitable construction site, chemical, electro-chemical or electrical disturbances, where use is

made or exchange or replacement parts which have not been supplied by the seller.

c) The buyer must advise the seller, immediately, or at least within one week of discovery of any fault. The buyer’s claim flowing from defects in the goods purchased shall be barred within six months from the date the seller advised that the goods were ready for dispatch.

d) Parts replaced become the property of the seller. The guarantee is extended to replacement parts and repaired parts in the same way as the goods purchased. In the event of remedial work the guarantee period shall be extended by the time period required for the remedial work.

e) The buyer shall not be entitled to remedy defects himself or have this work done by third parties unless the seller is in arrears with the remedial work, despite having been set a reasonable period intime. The buyer shall only be permitted to undertake replacements if these are urgently required due to endangerment of operational security and the seller is not in a position to remedy the defects immediately. Under these circumstances the buyer’s claim against the seller shall be restricted to restitution of the costs necessary for the replacement part.

f) In the event of replacement supplies the liability of the seller shall be restricted to the costs of the replacement part and the cost of dispatch to and from the seller’s works. Dispatch costs shall only be accepted where these are incurred within the territory of the Federal Republic of Germany. If remedial work is carried out abroad, transport, assembly and other costs shall only be accepted to the extent they would have been incurred in Germany.

10. Liability

a) Insofar as nothing to the contrary has been agreed in regard to these provisions, all claims on the part of the buyer, especially damages of whatsoever kind, are excluded. In particular, the seller shall make no damages payments for liability outside the contract.

b) With regard to any proposals and advice given before and after the conclusion of the contract and for all contractual additional obligations, in particular instructions for

maintaining and servicing the goods supplied, the liability of the seller shall be excluded unless his lawful representative or his authorised employees acted with wilful intent or gross negligence. The seller shall not, in particular, be liable for consequential damages flowing from defects – the sellers liability in this regard is absolutely excluded. The buyer is

advised in this instance to insure himself against such risks.

11. The sellers right of revocation

Unforeseen circumstances as defined in paragraph 3 of these terms and conditions shall entitle the seller to set aside the contract if the obstacles change the economic importance or the content or performance to a considerable degree and affect the seller’s business operations to a considerable degree. A right to set aside the contract also exists in the case of subsequent impossibility of delivery. No rights to damages shall accrue to the buyer due to the contract being terminated.

12. Proprietary rights

12.1.0 If any claim is made against the buyer that the goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or

intellectual property rights of any other person, the seller shall indemnify the buyer against all loss, damages, costs and expenses awarded against or incurred by the buyer in connection with the claim, or paid or agreed to be paid by the buyer in settlement of the claim, provided that:

12.1.1 the seller is given full control of any proceedings or negotiations in connection with any such claim;

12.1.2 the buyer shall give the seller all reasonable assistance for the purposes of any such proceedings or negotiations;

12.1.3 except pursuant to a final award, the buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the seller (which shall not be unreasonably withheld);

12.1.4 the buyer shall do nothing which would or might vitiate any policy of insurance cover which the buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the buyer recovers any sums under any such policy or cover (which the buyer shall use its best endeavours to do);

12.1.5 the seller shall be entitled to the benefit of, and the buyer shall accordingly

account to the seller for all damages and costs (if any) awarded in favour of the buyer which are payable by or angreed with the consent of the buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim;

12.1.6 without prejudice to any duty of the buyer to take such steps as the seller may reasonably require to mitigate or reduce any such loss, damages costs or expenses for which the seller is liable to indemnify the buyer under this clause.

13. Dimensions

We reserve the right of untolerated dimensions customary in the industry. (DIN 7168 medfum DIN 3141 R2).

14. Place of performance

Place of performance for supplies and payment shall be Warrington.

15. Forum

The law of the United Kingdom exclusively shall be applied to the contractual relationship between the buyer and the seller. If one or more of the above provisions are ineffective, this shall not affect the effectiveness of the remaining provisions. Any dispute arising under or in connection with these conditions so far as they relate to the reasonableness of any extension of time granted or imposed by the buyer or the seller shall be referred to arbitration by a single arbitrator appointed by agreement or in default nominated by “Schwer“ Company.

16. Insolvency of buyer

16.1.0 This clause applies if:

16.1.1 the buyer make any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise tan for the pruposes of amalkzamtion or reconstruction); or

16.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the buyer; or

16.1.3 the buyer ceases, or threatens to cease, to carry on business; or

16.1.4 the seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly.

16.1.5 If this clause apllies then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.