General Terms and Conditions of Sale, Delivery and Payment

§ 1 General Provisions / Scope of Application

(1) These Terms and Conditions of Sale apply exclusively under the conditions set out below. We only accept terms and conditions of the buyer that deviate from or conflict with our terms of sale if we expressly consent to their application in writing.

(2) These Terms and Conditions of Sale also apply to all future business transactions with the buyer, insofar as these are legal transactions of a similar nature.

(3) These conditions apply exclusively to companies, legal entities under public law or public special assets within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 Offer, Conclusion of Contract and Advertising Statements

Our offers are non-binding, unless a written individual offer provides otherwise. If an order is to be regarded as an offer within the meaning of Section 145 BGB, PWA may accept this within two weeks. The statements of PWA, statements of the manufacturer or its assistants, in particular in advertising or in the labeling of products and in the context of sales negotiations, are non-binding, unless PWA has guaranteed their correctness. Descriptions of properties, in particular in the context of contract negotiations or prospectus or advertising pricing, do not constitute a warranty, unless they are expressly designated as such.

§ 3 Documents Provided

PWA reserves all ownership and intellectual property rights to all documents provided to the buyer in connection with the issuance of an order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless PWA gives the buyer express written consent to do so. If PWA does not accept the buyer's offer within the time period of Section 2, these documents must be returned to PWA immediately without undue delay.

§ 4 Prices and Payment Terms

(1) Unless otherwise agreed in writing, PWA's prices apply ex works (ex warehouse) at PWA's premises, exclusive of packaging and including VAT at the applicable rate. Packaging costs will be billed separately.

(2) The deduction of a cash discount is only permitted if a written special agreement is in place.

(3) Unless otherwise agreed, the entire gross invoice amount is due for payment without any right of set-off or deduction within 10 days from the invoice date. If the buyer is in payment default, PWA will charge the statutory default interest, while reserving the right to claim further damages.

(4) The acceptance of checks is voluntary and on account of performance. The acceptance of a partial payment does not constitute a waiver of payment of the entire amount owed by the buyer to PWA.

(5) PWA may refuse to deliver to the buyer on credit at any time. Deliveries made to the buyer against payment on delivery or similar arrangements are subject to these Terms and Conditions of Sale.

(6) PWA reserves the right to increase prices for contracts with an agreed delivery time of more than 4 months in accordance with cost increases occurring in the meantime that are not the responsibility of PWA, in particular increases in labor and production costs. If the price increase so determined exceeds the rise in the general cost of living in the time between the order and the call-off of the delivery not merely to an insignificant extent, the buyer has the right to withdraw from the contract to the exclusion of any further claims.

§ 5 Set-off and Rights of Retention

The buyer may only set off undisputed or finally established claims or claims with the written consent of the seller and may only exercise a right of retention in such cases. The merchant's right of retention pursuant to Section 369 HGB is excluded.

§ 6 Delivery Time / Delivery / Allocation / Seller's Default

(1) Delivery dates are specified in the order confirmation to the best of our knowledge and as precisely as possible. The delivery period begins with the receipt of the order confirmation by the buyer, but not before the submission of documents, approvals, releases to be obtained by the buyer, and not before receipt of an agreed down payment. Partial deliveries are permitted insofar as they are reasonable for the buyer. We reserve the right to deliver the goods before the agreed delivery date.

(2) If the failure to meet the deadlines is due to allocation or force majeure, such as mobilization, war, riots or similar events (such as strikes, lockouts), the deadlines shall be extended reasonably.

(3) If the buyer is in default of acceptance or culpably violates other obligations to cooperate, PWA is entitled to demand compensation for the damage arising as a result, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchase item is transferred to the buyer at the moment the buyer falls into default of acceptance or debtor default.

(4) All stated prices and goods dispatched are understood as "Free Carrier (FCA, PWA)" ex PWA's premises. This means that the buyer bears all costs and risks of loss or damage from that point on. The ownership of the goods and the risk of loss, damage and accidental loss shall pass to the buyer upon handover of the goods by PWA to the freight forwarder for dispatch. Subject to different written authorization from PWA, the buyer shall pay all freight and shipping costs as well as any insurance premiums for the dispatch of the goods. If the buyer does not provide different instructions, PWA may determine the freight forwarder, shipping method and transport itself.

(5) If the buyer wishes, PWA will insure the delivery through transport insurance; the buyer bears the costs incurred.

§ 7 Transfer of Risk upon Dispatch

If the goods are shipped to the buyer at the buyer's request, the risk of accidental loss or accidental deterioration of the goods passes to the buyer with the dispatch to the buyer, or at the latest upon departure from the factory/warehouse. This applies regardless of whether the shipment of the goods takes place from the place of performance or who bears the freight costs.

§ 8 Retention of Title

(1) PWA retains ownership of the delivered goods until full payment of all claims arising from the supply contract. This also applies to all future deliveries, even if PWA does not always expressly invoke this right. PWA is entitled to repossess the purchased item if the buyer acts in breach of contract.

(2) As long as ownership has not passed to the buyer, the buyer is obliged to treat the purchased item with care. In particular, the buyer is obliged to insure it at his own expense against theft, fire and water damage for replacement value. If maintenance and inspection work needs to be carried out, the buyer must have this carried out at his own expense in a timely manner. As long as ownership has not passed, the buyer must notify PWA in writing immediately if the delivered item is seized or is subject to any other third-party intervention. To the extent that the third party is unable to reimburse PWA for the court and out-of-court costs of an action pursuant to Section 771 ZPO, the buyer is liable for the loss incurred.

(3) The buyer is entitled to resell the reserved goods in the ordinary course of business. The buyer hereby assigns to PWA all claims against the customer from the resale of the reserved goods up to the invoice final amount agreed with PWA (including VAT). This assignment applies regardless of whether the purchased item is resold without or after processing. The buyer remains authorized to collect the claim even after assignment. PWA's right to collect the claim itself is not affected. However, PWA will not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in payment default and in particular no application for opening insolvency proceedings has been filed or a cessation of payments exists.

(4) Any processing or conversion of the purchased item by the buyer is always carried out in the name and on behalf of PWA. In this case, the buyer's beneficial interest in the purchased item continues on the converted item. If the purchased item is processed or converted together with other items not belonging to PWA, PWA acquires co-ownership of the new item in proportion to the objective value of the purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the buyer's item is to be regarded as the principal item, it is agreed that the buyer transfers co-ownership to PWA proportionately and holds the sole ownership or co-ownership created as such for PWA. To secure PWA's claims against the buyer, the buyer also assigns to PWA any claims that arise to the buyer through the connection of the reserved goods to a property against a third party. PWA hereby accepts this assignment.

(5) PWA undertakes to release the securities held by PWA at the buyer's request insofar as their value exceeds the claims to be secured by more than 10%.

§ 9 Warranty and Notice of Defects as well as Recourse / Manufacturer's Recourse

(1) The buyer's warranty rights presuppose that the buyer properly fulfilled his examination and notice obligations under Section 377 HGB.

(2) Claims for defects expire 12 months after delivery of the goods supplied by us to our buyer, insofar as no longer period of limitation is stated in the offer. The above provisions do not apply insofar as the law mandatorily prescribes longer periods pursuant to Section 438 (1) No. 2 BGB (structures and materials for structures), Section 479 (1) BGB (right of recourse), and Section 634a (1) BGB (defects in construction). Our consent must be obtained before any return of the goods.

(3) Should the delivered goods have a defect that existed at the time of transfer of risk, despite all care taken, PWA shall, subject to timely notice of defect, at its discretion repair the goods or supply replacement goods. PWA must always be given the opportunity to remedy the defect within a reasonable period. Recourse claims remain completely unaffected by the above provision.

(4) If the remedy fails, the buyer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

(5) Claims for defects do not exist if there is only insignificant deviation from the agreed condition, only insignificant impairment of usability, natural wear and tear or damage that arises after transfer of risk due to faulty or negligent handling, excessive stress, unsuitable operating equipment, defective construction work, unsuitable building ground or due to special external influences that are not to be expected under the contract. If the buyer or third parties carry out improper repair work or modifications, there are also no claims for defects for these and the resulting consequences.

(6) Claims of the buyer for expenses required for the purpose of remedy, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods supplied by PWA have been subsequently moved to a location other than the buyer's place of business, unless the movement corresponds to their intended use.

(7) The buyer's recourse claims against PWA exist only insofar as the buyer has not made any agreements with its customer that go beyond the statutory mandatory defect claims. For the scope of the buyer's recourse claim against the supplier, paragraph 6 shall apply accordingly.

§ 10 Liability

For damages not occurring on the delivered item itself, PWA is liable - for whatever legal reason - only,

a) in case of intent;

b) in case of gross negligence of our bodies and senior employees (here limited to the damage typical of the contract and reasonably foreseeable);

c) in case of culpable breach of life, body, health;

d) in case of defects that were fraudulently concealed or whose absence was guaranteed;

e) in case of culpable breach of essential contractual obligations (essential contractual obligations, also so-called cardinal obligations, are obligations that first enable the proper performance of the contract and on the fulfillment of which the buyer therefore trusts and may trust). Insofar as PWA is liable for delay, liability is likewise limited to the damage typical of the contract and reasonably foreseeable, insofar as there are no cases of culpable breach of life, body or health.

PWA is liable for damages occurring on the delivered item itself if the assured properties are absent. For damages not occurring on the delivered item itself, PWA is only liable if the assurance was intended to protect the buyer against the damage that occurred. Any claims other than those listed in these terms and conditions and regulated in the contract text are excluded, except for claims under the Product Liability Act, which are not limited by these terms and conditions.

§ 11 Choice of Law / Place of Performance / Jurisdiction

(1) This contract and the entire legal relationship of the parties are governed by the law of the Federal Republic of Germany to the exclusion of the UN Sales Law (CISG).

(2) Place of performance and exclusive jurisdiction for all disputes arising from this contract is the business address of PWA, unless otherwise stated in the order confirmation. However, PWA is entitled to sue the buyer at his general place of jurisdiction.

(3) All agreements made between the parties for the purpose of performance of this contract are set out in writing in this contract.

(4) Should any provision of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected.

Seligenstadt, 30.04.2010