General Terms and Conditions of Business, Delivery and Payment
of Rudolf Uhlen GmbH / Haan

§ 1 General – Scope of application

1. These Terms and Conditions of Business, Delivery and Payment apply to all current and future business relationships with consumers and entrepreneurs.
2. Consumers within the meaning of the Terms and Conditions are natural persons with whom a business relationship is entered into without a commercial or independent professional activity being attributable to them.
3. Entrepreneurs within the meaning of the Terms and Conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the exercise of a commercial or independent professional activity.
4. Customers within the meaning of the Terms and Conditions are both consumers and entrepreneurs.
5. Any deviating, conflicting or supplementary General Terms and Conditions of Business of entrepreneurs shall not become part of the contract, even if we are aware of them, unless we have expressly agreed to their validity.

§ 2 Conclusion of contract

1. Our offers are subject to change. We reserve the right to make technical changes and changes in shape, color and/or weight within reasonable limits.
2. By ordering goods, the customer makes a binding declaration that he wishes to purchase the ordered goods.
   We are entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivery of the goods to the customer.
3. If the customer orders the goods electronically, receipt of the order is not expressly confirmed. If a confirmation of receipt is nevertheless sent, this does not constitute a binding acceptance of the order. Otherwise, any confirmation of receipt may be combined with the declaration of acceptance.
4. The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with our supplier.
   The customer shall be informed immediately of any unavailability of the ordered goods. Any consideration already paid will be refunded immediately.
5. If the customer orders the goods electronically, the text of the contract will be saved by us and sent to the customer by email on request, together with these General Terms and Conditions. The terms and conditions are also available on our website www.aschua-uhlen.de upon conclusion of the contract and can be downloaded and saved from there in a reproducible form.

§ 3 Prices / method of payment

1. The prices listed in the catalog or offered by us are binding and are subject to the statutory value added tax at the applicable rate, currently 19%.
   These prices do not include the costs for shipping and packaging. These will be charged separately to the customer.
   We charge the customer the costs for packaging and for shipping the ordered goods at cost price at the current rate plus statutory VAT. The applicable costs for packaging and shipping can be requested from us by the customer.
2. Upon receipt of the goods, the customer undertakes to pay the total price stated in the invoice, including packaging and shipping costs
   – within 14 days with a 2% discount
   – within 30 days without deduction
   calculated in each case from the invoice date. After expiry of this period, the customer shall be in default of payment without the need for a further reminder.
   During the period of default, the customer shall pay interest on the debt
   – in the case of a transaction with a consumer at 5 percentage points above the respective base interest rate in accordance with § 247 BGB
   – in the case of a transaction with an entrepreneur at 8 percentage points above the respective base interest rate in accordance with § 247 BGB
   . Furthermore, we reserve the right to prove and claim higher damages caused by default.
3. The customer shall only have a right of set-off if his counterclaims have previously been legally established or recognized by us.
   The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

§ 4 Delivery periods

• Delivery periods stated by us in the order confirmation are non-binding. As a rule, however, the ordered goods shall be delivered within two weeks from the date of the order confirmation.
  delivery periods and dates shall be deemed to have been met if we have arranged for delivery from our company by the time they expire.
  delivery periods shall be extended to a reasonable extent in the event of measures such as labor disputes, in particular strikes and lockouts, as well as other unforeseeable obstacles. The same shall also apply in the event that such circumstances occur at one of our suppliers. We shall inform the Buyer of such circumstances without delay.
  If we are in default of delivery, the Buyer may only withdraw from the contract after the expiry of a reasonable grace period set for us.

§ 5 Transfer of risk

1. The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon handover to the customer or, in the case of sale by dispatch, upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment, provided that the buyer is an entrepreneur.
   If the buyer is a consumer, the risk of accidental loss and accidental deterioration of the goods sold shall only pass to the buyer upon handover of the goods, even in the case of sale by dispatch.
2. If the buyer is in default of acceptance of the ordered goods, this shall be deemed equivalent to handover.

§ 6 Warranty

1. If the buyer is a consumer, he shall initially have the choice of whether the subsequent performance is to take the form of rectification or replacement delivery. However, we shall be entitled to refuse the type of subsequent performance chosen if it is only possible at disproportionate cost and the other type of subsequent performance is without significant disadvantages for the consumer.
2. If the buyer is an entrepreneur, we shall initially provide a warranty for defects in the goods at our discretion by repair or replacement.
3. If the subsequent performance fails, the customer may in principle demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the case of only minor defects, the customer shall not be entitled to withdraw from the contract.
4. Customers must notify us of obvious defects in writing within a period of
   – two weeks from receipt of the goods, if the customer is an entrepreneur,
   – two months from receipt of the goods, if the customer is a consumer,
   ; otherwise the assertion of warranty claims is excluded. Timely dispatch of the written notification of defects is sufficient to meet the deadline. The customer bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notification of defects.
5. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect.
   If the customer chooses to claim damages after subsequent performance has failed, this shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have intentionally caused a breach of contract.
6. For entrepreneurs, the warranty period is 1 year from delivery of the goods. For consumers, the warranty period is 2 years from delivery of the goods. For used goods, the warranty period is 1 year from delivery of the goods. This does not apply if the customer has not notified us of the defect in good time (Section 4 of this provision).
7. If the buyer is an entrepreneur, only the manufacturer’s product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.
8. The customer does not receive any guarantees from us in the legal sense. Manufacturer warranties remain unaffected by this.

§ 7 Limitations of liability

1. In the event of slightly negligent breaches of duty, our liability shall be limited to the foreseeable, contractually typical, direct average damage according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.
   We are not liable to entrepreneurs for slightly negligent breaches of insignificant contractual obligations.
2. The above limitations of liability do not apply to any claims of the customer arising from product liability. Furthermore, the limitations of liability shall not apply in the event of physical injury or damage to health attributable to us or in the event of loss of life of the customer.
3. The customer’s claims for damages due to a defect shall become time-barred one year after delivery of the goods. This shall not apply if we can be accused of gross negligence or in the event of physical injury or damage to health attributable to us or in the event of loss of life of the customer.

§ 8 Retention of title

1. In the case of contracts with consumers, we reserve title to the goods until the purchase price has been paid in full.
   In the case of contracts with entrepreneurs, we reserve title to the goods until all claims arising from an ongoing business relationship have been settled in full.
2. The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer must carry this out regularly at his own instigation and expense.
3. The customer is obliged to inform us immediately of any access by third parties to the goods, for example in the event of seizure, as well as of any damage to or destruction of the goods. The customer must also notify us immediately of any change of ownership of the goods, as well as any change of residence or business establishment.
4. We shall be entitled to terminate the contract in the event of breach of contract by the customer, in particular in the event of default in payment or breach of an obligation under Clauses 3. and 4. of this provision and to demand the return of the goods. We expressly reserve the right to assert further claims for damages.
5. The entrepreneur is entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice amount which accrue to him against a third party as a result of the resale. We accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly meet his payment obligations and is in default of payment.
6. The handling and processing of the goods by the entrepreneur shall always be carried out in our name and on our behalf. If the goods are processed with items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods supplied by us to the other processed items. The same shall apply if the goods are mixed with other objects not belonging to us.

§ 9 Final provisions

1. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is filed.
3. Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

Haan, February 1, 2008

Rudolf Uhlen GmbH