General Terms and Conditions
of Sales und Purchasing

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General Terms and Conditions of Sales for Decor-Technik DT Vertriebs GmbH
October 1, 2003

Section 1: Introduction - Area of Application

(1) Our general terms and conditions of sales shall be exclusively applicable. We shall not accept the Orderer's terms and conditions of sale if they are contrary to or differ from our terms and conditions of sale unless we explicitly consented to their application in writing. Our general terms and conditions of sales shall also apply if we furnish the supplies to the Orderer without reservation being cognizant of terms and conditions of sales that are contrary to or differ from our terms and conditions of purchasing.
(2) All agreements that we and the Orderer make for the purpose of performing the contract shall be set forth in writing in this contract.
(3) Our general terms and conditions of sales shall only apply to companies as defined in Sec-tion 310, Paragraph 1 of Bürgerliches Gesetz (Civil Code).

Section 2: Tools and Models

(1) The Orderer exclusively acquires the title to the goods supplied, even if a cost share is sepa-rately shown in the contract or invoice for manufacturing, maintaining and storing the tools and other objects (such as software) used for performing our order.
(2) The objects specified in Number 1 shall be stored for potential post-orders of the Orderer, however no longer than for the duration of 3 years from the last day of the delivery.

Section 3: Prices and Terms of Payment

(1) In the absence of anything else in the order confirmation or any other written agreement be-tween us and the Orderer, our prices shall apply ex works including packaging costs, however plus shipping costs.
(2) Statutory value-added tax shall not be included in our prices. The statutory sum shall be sepa-rately shown in the invoice on the day of rendering accounts.
(3) Deducting the trade discount shall require a special written agreement.
(4) In the absence of anything else in the order confirmation, the purchase price shall be due for payment net (without deductions) within 30 days from the date of the invoice. The legal regula-tions concerning the consequences of default in payments shall apply.
(5) The Orderer shall only be entitled to rights of setoff if its counterclaims have been declared undisputed or final and conclusive or we have explicitly accepted them in writing. Beyond this, it shall be entitled to exercise a right of retention to the extent that its counterclaim relates to the same contractual relationship.
(6) We shall not be bound to the prices agreed to for previous supplies with later supplies.

Section 4: Place of Performance, Risk and Delivery Time

(1) In the absence of anything else in the order confirmation or any other written agreement be-tween us and the Orderer, our headquarters shall be agreed to as the place of performance for the delivery.
(2) Supplies shall be made at the expense and risk of the Orderer. The passage of risk shall de-pend upon on the legal provisions.
(3) We shall be entitled to furnish partial supplies and partial performance at any time. In this event, we shall be entitled to render accounts on the share of the purchase price that corre-sponds to the ratio of the partial supplies to total supplies.
(4) As much as 10% more or less supplies of the quantity ordered are due to production and the Orderer shall accept them as contractual.
(5) Delivery times shall be agreed to in each individual case.
(6) We shall only be liable for any default in delivery if it arises from an intentional or grossly neg-ligent violation of an essential contractual obligation and the fault of our representatives or vi-carious agents can be attributed to us. To the extent that we cannot be accused of intentional actions, we shall only be liable for the typically occurring predictable damage.
(7) To the extent that we are responsible for the default in delivery, we shall only be liable for the damage of the Orderer to the extent of a lump-sum compensation for damage resulting from delay, namely for each complete week of delay amounting to 3% of the value of the delivery, however no more than 15% of the value of the delivery.

Section 5: Packaging and Costs of Shipping

(1) Transportation packaging and all other packaging pursuant to the specifications of the packag-ing ordinance shall not be returned. The Orderer shall undertake to ensure disposal of the packaging at its own expense.
(2) If the Orderer so requests, we shall cover the supplies with transportation insurance. The Or-derer shall bear the applicable costs.
(3) In the absence of anything else in the order confirmation or any other written agreement be-tween us and the Orderer, we shall be entitled to freely choose the type of shipping without re-sponsibility for the least expensive type of shipping.
Section 6 Warranty Claims and Requirement to Give Notice of Defects
(1) The Orderer's warranty claims necessitate it properly complies with its duty to examine ex officio and requirement to give notice of defects pursuant to Section 377 of Handelsgesetz-buch (the Commercial Code).
(2) The Orderer has to provide written notification of obvious defects that can be recognized with a proper examination immediately after discovering them, however no later than within 7 days after receipt of the goods. The Orderer has to provide written notification of non-obvious de-fects that cannot recognized with a proper examination immediately after discovering them, however no later than within 3 months after delivery. If the requirement to give notice of de-fects is missed, warranty claims shall not be considered for the defects concerned.
(3) To the extent that the object of sale has a defect, the Orderer shall be entitled to post-compliance in the form of rectifying the defect or supplying a new defect-free thing at its choice. In the event of the defect being rectified, we shall bear all expenditures necessitated by the purpose of rectifying the defect, in particular transportation, infrastructure, work and ma-terial costs to the extent that they are not increased by the object of sale being brought to a place other than the place of performance.
(4) If post-compliance is unsuccessful, the Orderer shall be entitled to withdraw from the contract or diminution of the purchase price at its choice.
(5) The statutory period of limitation for warranty claims amounts to 12 months calculated from the passage of risk (Section 4).
(6) The statutory period of limitation in the event of delivery recourse pursuant to Sections 478 and 479 of Bürgerliches Gesetz (Civil Code) shall remain unaffected. It shall be five years cal-culated from delivery of the defective thing.

Section 7: Total Liability

(1) We shall be liable pursuant to the legal provisions provided the Orderer asserts claims to compensation for damage arising from intention or gross negligence including intention or gross negligence of our representatives or vicarious agents. To the extent that we are not ac-cused of any intentional violation of the contract, the liability for compensation for damage shall be limited to the typically occurring predictable damage.
(2) Liability due to culpable injury to life, limb or health shall remain unaffected. This shall also apply to compulsory liability pursuant to the Produkthaftungsgesetz (Product Liability Act).
(3) In the absence of any differing regulation in the aforementioned, liability shall be excluded.
(4) To the extent that liability for compensation for damage is excluded or limited for us, this shall also extend to the personal liability for compensation for damage of our employees, workers, co-workers, representatives and vicarious agents.

Section 8: Reservation of Title

(1) We shall reserve ourselves the title to the object of sale until all demands we are entitled to from the business relationship with the Orderer have been fully paid.
(2) The Orderer shall always process or reconstruct the goods under reservation of title for us. If the object of sale is processed (Section 950 of Bürgerliches Gesetz - Civil Code), mixed or blended with (Section 948 of Bürgerliches Gesetz - Civil Code) or linked to other objects not belonging to us (Section 947 BGB), we shall acquire the co-ownership of the new thing at the ratio of the value of the object of sale amounting to the final invoice value to the other things at the time of processing, mixing, blending or linking it. Otherwise, the same shall apply to the new thing as for the object of sale supplied under reservation of title.

Section 9: Venue and Choice of Law Provision

(1) Provided the Orderer is a merchant, our headquarters in Karlsruhe, Germany shall be the venue for all claims arising from the contractual relationship.
(2) The law of the Federal Republic of Germany shall apply uniformly. The application of the United Nations Convention on the International Sale of Goods (CISG) shall be excluded.

Saving Clause

Should one or several of the aforementioned provisions be or become invalid, this shall not affect the validity of the other provisions. A provision that comes closest to the economic success intended by the contractual parties shall be deemed as agreed to instead of the invalid provision as far as legally possible. The same shall also apply to any gaps in the contract.