General Terms and Conditions of Delivery for Business Customers (B2B)

Unless other terms and conditions are specified by us, the order is based on the general terms and conditions of delivery for products and services of the electrical industry (as of June 2011) with a supplementary clause to the retention of title. Terms and conditions of purchase shall only apply insofar as we confirm them in writing. If the purchaser is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the supplier. However, the supplier is also entitled to bring an action at the customer's registered office.

In deviation from or in addition to the above conditions, the following always applies:

- We are generally liable up to a maximum of the order value. This does not apply if liability is mandatory, e.g. in cases of wilful intent or gross negligence.

- We shall bear expenses for the purpose of rectification or replacement delivery, in particular transport, travel, labour and material costs, up to a maximum total amount of 5% of the order value.

- In the case of blanket orders, the exact delivery times are binding. If the customer is unable to accept the goods, this does not release him from the obligation to pay on time. If dispatch or delivery is delayed at the request of the customer by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the price of the items of the deliveries for each additional month or part thereof, up to a maximum of 5% in total .

General Terms and Conditions of Delivery for Products and Services of the Electrical Industry
("Green Terms and Conditions of Delivery" - GL) for use in business transactions with entrepreneurs

- as of June 2011 -

I.General provisions

1. The legal relationship between the Supplier and the Purchaser in connection with the Supplier's deliveries and/or services (hereinafter: deliveries) shall be governed exclusively by these GL. General Terms and Conditions of the Purchaser shall only apply insofar as the Supplier has expressly agreed to them in writing. The scope of the deliveries shall be determined by the mutually agreed written declarations.

2. The supplier reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings and other documents (hereinafter: documents) . The documents may only be made accessible to third parties with the prior consent of and must, if the order is not placed with the supplier, be returned to the supplier immediately upon request . Sentences 1 and 2 shall apply mutatis mutandis to documents of the Purchaser; these may, however, be made accessible to third parties to whom the Supplier has legitimately transferred deliveries.

3. The Purchaser shall have the non-exclusive right to use standard software and firmware with the agreed performance features in unchanged form on the agreed devices. The customer may make a backup copy of the standard software without express agreement.

4. Partial deliveries are permitted insofar as they are reasonable for the customer.

5the term "claims for damages" in these GL also includes claims for reimbursement of futile expenses.


II. Prices, terms of payment and offsetting

1. The prices are ex works excluding packaging plus the applicable statutory value added tax.

2. If the Supplier is responsible for installation or assembly and unless otherwise agreed , the Buyer shall bear all necessary ancillary costs such as travel and transport costs as well as allowances in addition to the agreed remuneration .

3payments shall be made free Supplier's paying agent.

4. The Purchaser may only offset such claims that are undisputed or have been recognised by declaratory judgement.


III. Retention of title

1. The objects of the deliveries (goods subject to retention of title) shall remain the property of Supplier until fulfilment of all claims to which it is entitled against the Buyer arising from the business relationship. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20%, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser; the Supplier shall be entitled to choose between different security interests for the release.

2 for the duration of the retention of title, the purchaser is prohibited from pledging or transferring by way of security and resale is only permitted to resellers in the ordinary course of business and only under the condition that the reseller receives payment from his customer or makes the reservation that ownership shall not pass to the customer until the customer has fulfilled his payment obligations.

3if the customer resells goods subject to retention of title, he hereby assigns his future claims from the resale against his customers with all ancillary rights - including any balance claims - to the supplier by way of security, without the need for any further special declarations. If the goods subject to retention of title are resold together with other items without an individual price having been agreed for the goods subject to retention of title , the Purchaser shall assign to the Supplier that part of the total price claim which corresponds to the price invoiced by the Supplier for the goods subject to retention of title.

4. a) The Purchaser is permitted to process the goods subject to retention of title or to mix or combine them with other items. The processing is carried out for the supplier. The Purchaser shall store the new item thus created for the Supplier with the care of a prudent businessman. The new item is deemed to be reserved goods.

4. b) The Supplier and the Customer hereby agree that in the event of combination or mixing with other items not belonging to the Supplier, the Supplier shall in any case be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the combined or mixed reserved goods to the value of the other goods at the time of the combination or mixing. In this respect, the new item is deemed to be goods subject to retention of title.

4. c) The provision on the assignment of claims under No. 3 also applies to the new item. However, the assignment shall only apply up to the amount corresponding to the value of the processed, combined or mixed reserved goods invoiced by the supplier.
4. d) If the customer combines the goods subject to retention of title with real estate or movable property, he shall also assign to the supplier, without any further special declarations being required , his claim to which he is entitled as remuneration for the combination, with all ancillary rights as security in the amount of the ratio of the value of the combined goods subject to retention of title to the other combined goods at the time of the combination.

5until revoked, the Purchaser is authorised to collect assigned claims from the resale. In the event of good cause, in particular in the event of default of payment, suspension of payment, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the Purchaser, the Supplier shall be entitled to revoke the Purchaser's authorisation to collect. In addition, the supplier may, after prior warning and subject to a reasonable deadline, disclose the assignment by way of security, realise the assigned claims and demand disclosure of the assignment by way of security by the purchaser to the customer.

6in the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must notify the supplier immediately. In the event of substantiation of a legitimate interest, the Purchaser shall immediately provide the Supplier with the information required to assert its rights against the customer and hand over the necessary documents .

7in the event of breaches of duty by the Customer, in particular default of payment, the Supplier shall be entitled, after the unsuccessful expiry of a reasonable deadline set for the Customer to perform, to withdraw from the contract in addition to taking back the goods; the statutory provisions on the dispensability of setting a deadline shall remain unaffected . The customer is obliged to surrender the goods. The taking back or the assertion of the retention of title or the seizure of the reserved goods by the Supplier shall not constitute a cancellation of the contract, unless the Supplier has expressly declared this.


IV. Deadlines for deliveries; default

1. Compliance with delivery deadlines is subject to the timely receipt of all documents to be supplied by the Purchaser, necessary authorisations and approvals, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the Purchaser. If these requirements are not met in good time, the deadlines shall be extended accordingly; this shall not apply if the Supplier is responsible for the delay .

2if non-compliance with the deadlines is due to

a) force majeure, e.g. mobilisation, war, acts of terrorism, riots, or similar events (e.g. strike, lockout), the supplier is not responsible for the delay. (e.g. strike, lockout),

b) virus and other attacks by third parties on the Supplier's IT system, insofar as these have occurred despite compliance with the usual care in protective measures,

c) obstacles due to German, US-American and other applicable national, EU or international regulations of the , EU or international regulations of foreign trade law or due to other circumstances for which the supplier is not responsible or

d) late or improper delivery to the supplier, the deadlines shall be extended accordingly.

3if the Supplier is in default, the Purchaser may - provided it can credibly demonstrate that it has suffered a loss as a result - demand compensation for each completed week of delay of 0.5%, but not more than a total of 5% of the price of that part of the Supplies which, owing to the delay, could not be put to the intended use .

4both claims for damages by the Purchaser due to delay in delivery and claims for damages in lieu of performance exceeding the limits specified in No. 3 shall be excluded in all cases of delayed delivery, even after expiry of any deadline set to the Supplier for delivery. This shall not apply in cases of wilful intent, gross negligence or due to injury to life, limb or health. The customer may only withdraw from the contract within the framework of the statutory provisions if the supplier is responsible for the delay in delivery. A change in the burden of proof to the detriment of the purchaser is not associated with the above provisions.

5. At the request of the supplier, the purchaser is obliged to declare within a reasonable period of time whether he is cancelling the contract due to the delay in delivery or whether he insists on delivery.

6if dispatch or delivery is delayed at the request of the Purchaser by more than one month after notification of readiness for dispatch, the Purchaser may be charged a storage fee of 0.5% of the price of the items of the Supplies for each further month or part thereof, but in no case more than a total of 5%. The contracting parties shall be at liberty to prove higher or lower storage costs.

V. Transfer of Risk

1. Even in the case of carriage paid delivery, the risk shall pass to the customer as follows:

a) in the case of delivery without installation or assembly, when it has been dispatched or collected. At the request and expense of the Purchaser, the delivery shall be insured by the Supplier against the usual transport risks;

b) in the case of delivery with installation or assembly on the day of acceptance at the Purchaser's own premises or, if agreed, after a successful trial run.

2if dispatch, delivery, the start or performance of the installation or assembly, the takeover at the customer's own premises or the trial run is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.


VI. Installation and assembly

Unless otherwise agreed in writing , the following provisions shall apply to installation and assembly:

1. The customer shall undertake and provide in good time at his own expense:

a) all earthworks, construction work and other ancillary work outside the industry, including the necessary skilled and unskilled labour, building materials and tools,

b) the items and materials required for assembly and commissioning, such as scaffolding, lifting equipment and materials, such as scaffolding, lifting equipment and other devices, fuels and lubricants,

c) energy and water at the place of use, including connections, heating and lighting,

d) at the assembly site for the storage of machine parts, equipment, materials, tools, etc. d) sufficiently large, suitable, dry and lockable rooms and adequate working and recreation rooms for the erection personnel, including sanitary facilities appropriate to the circumstances; in addition, the Purchaser shall take such measures for the protection of the property of the Supplier and of the erection personnel on the site as it would take for the protection of own property,

e) protective clothing and protective devices which are necessary due to the particular circumstances of the erection site.

2before the start of the assembly work, the customer must provide the necessary information about the location of concealed electricity, gas and water pipes or similar installations as well as the necessary structural data to without being requested to do so.

3prior to the start of assembly or erection, the materials and objects required for the start of the work must be available at the assembly or erection site and all preparatory work must have progressed to such an extent that the assembly or erection can be started as agreed and carried out without interruption. Access routes and the installation or assembly site must be levelled and cleared.

4. If the installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the customer shall bear the reasonable costs of waiting time and any additional travel required by the supplier or assembly personnel.

5the Buyer shall immediately certify to the Supplier on a weekly basis the duration of the working time of the assembly personnel as well as the completion of the installation, assembly or commissioning.

6. If the Supplier demands acceptance of the delivery after completion, the Buyer shall carry this out within two weeks. Acceptance shall be deemed to have taken place if the Purchaser allows the two-week period to elapse or if the delivery has been put into use - if applicable after completion of an agreed test phase.


VII. Acceptance

The Purchaser may not refuse to accept deliveries due to minor defects .

VIII. Material defects

The Supplier shall be liable for material defects as follows:

1. All parts or services which exhibit a material defect shall, at the discretion of the supplier , be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk .

2. Claims for subsequent fulfilment shall become time-barred 12 months after the statutory start of the limitation period; the same shall apply to withdrawal and reduction. This period does not apply if the law prescribes longer periods in accordance with §§ 438 para. 1 no. 2 (buildings and items for buildings), 479 para. 1 (right of recourse) and 634a para. 1 no. 2 (building defects) BGB, in the case of intent, fraudulent concealment of the defect and non-compliance with a quality guarantee. The statutory provisions on suspension of expiry, suspension and recommencement of the time limits remain unaffected.

3. Notices of defects by the customer must be made in writing without delay.

4. In the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defects is asserted, the justification of which is beyond doubt . The customer has no right of retention if his claims for defects are time-barred. If the notification of defects is unjustified, the Supplier shall be entitled to demand reimbursement of the expenses incurred by him from the Purchaser .

5. The Supplier shall be granted the opportunity for subsequent fulfilment within a reasonable period of time .

6if the subsequent fulfilment fails, the Purchaser may - without prejudice to any claims for damages in accordance with No. 10 - withdraw from the contract or reduce the remuneration.

7. Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or which arise due to special external influences which are not assumed under the contract, as well as in the case of non- reproducible software errors. If improper modifications or repair work are carried out by the customer or by third parties , no claims for defects shall exist for these and the resulting consequences.

8claims of the customer for expenses incurred for the purpose of subsequent performance , in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been taken to a place other than the branch of the customer, unless the transfer corresponds to its intended use.

9the Purchaser's right of recourse against the Supplier pursuant to § 478 BGB (recourse of the entrepreneur) shall only exist to the extent that the Purchaser has not made any agreements with its customer that go beyond the statutory claims for defects . Furthermore, No. 8 shall apply accordingly to the scope of the right of recourse of the Purchaser against the Supplier pursuant to Section 478 (2) BGB.

10. Claims for damages by the Purchaser due to a material defect are excluded. This shall not apply in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, body or health and in the event of wilful or grossly negligent breach of duty by the supplier. A change in the burden of proof to the detriment of the purchaser is not associated with the above provisions. Further or other claims of the customer than those regulated in this Art. VIII due to a material defect are excluded.


IX. Industrial property rights and copyrights; defects of title

1. Unless otherwise agreed, the supplier is obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the period stipulated in Art. VIII No. 2 as follows:

a) The Supplier shall, at its own expense, either obtain a right of use for the deliveries concerned, modify them in such a way that the property right is not infringed, or replace them. If this is not possible for the Supplier under reasonable conditions, the Purchaser shall be entitled to the statutory rights of cancellation or reduction.

b) The Supplier's obligation to pay damages shall be governed by Art. XII.
c) The aforementioned obligations of the Supplier shall only apply insofar as the Purchaser immediately notifies the Supplier in writing of the claims asserted by the third party , does not acknowledge an infringement and leaves all defence measures and settlement negotiations to the discretion of the Supplier. If the purchaser ceases to use the delivery for reasons of damage minimisation or other important reasons, he is obliged to inform the third party that the cessation of use does not constitute an acknowledgement of an infringement of property rights.

2claims of the customer are excluded if he is responsible for the infringement of property rights .

3. Claims of the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the delivery is modified by the customer or used together with products not supplied by the supplier.

4 in the event of infringements of industrial property rights, the provisions of Art. VIII No. 4, 5 and 9 shall apply accordingly.

5. In the event of other defects of title, the provisions of Art. VIII shall apply accordingly.

6. Further claims or claims other than those regulated in this Art. IX against the Supplier and its vicarious agents due to a defect of title are excluded.


X.Reservation of fulfilment

1. The fulfilment of the contract is subject to the proviso that there are no obstacles due to German, US and other applicable national, EU or international regulations of foreign trade law and no embargoes or other sanctions.

2. The customer is obliged to provide all information and documents which are required for the export, shipment or import.


XI.Impossibility, contract adjustment

1. If delivery is impossible, the Buyer shall be entitled to demand compensation for damages, unless the Supplier is not responsible for the impossibility . However, the purchaser's claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be used for its intended purpose due to the impossibility. This limitation does not apply in cases of liability for intent, gross negligence or injury to life, limb or health; this does not imply a change in the burden of proof to the detriment of the customer . The right of the customer to withdraw from the contract remains unaffected.

2. If events within the meaning of Art. IV No. 2 a) to c) significantly change the economic significance or the content of the delivery or have a significant effect on the supplier's operations, the contract shall be adapted appropriately in compliance with good faith. Insofar as this is not economically justifiable, the supplier shall be entitled to withdraw from the contract. The same shall apply if the necessary export licences are not granted or cannot be used. If the Supplier intends to exercise this right of cancellation, he shall notify the Buyer immediately upon realising the consequences of the event, even if an extension of the delivery period was initially agreed with the Buyer .


XII. Other claims for damages; limitation period

1. Unless otherwise provided for in these GL, claims for damages by the customer, irrespective of their legal basis, in particular for breach of duties arising from the contractual obligation and from unauthorised acts, are excluded.

2. This shall not apply in the following cases of liability:

a) under the German Product Liability Act,

b) in the event of wilful intent,

c) in the event of gross negligence on the part of owners, legal representatives or executives,

d) in the event of fraudulent intent,

e) non-compliance with an assumed guarantee,

f) culpable injury to life, limb or health, or

g) culpable breach of material contractual obligations.

However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the aforementioned cases applies.

3a change in the burden of proof to the detriment of the customer is not associated with the above provisions.


XIII. Place of jurisdiction and applicable law

1. If the Buyer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Supplier's registered office. However, the Supplier shall also be entitled to sue at the Customer's registered office.

2. This contract, including its interpretation, shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).


XIV. Binding nature of the contract

The contract shall remain binding even if individual provisions in its remaining parts are legally invalid. This shall not apply if adherence to the contract would constitute an unreasonable hardship for one of the parties.