1. General provisions
   1. The general conditions of IPROTec GmbH apply for all deliveries and services
      unless any special contractual agreements have been entered into.
      
      Deviating contractual conditions of the orderer shall not become part of the
      contract, neither by acceptance of the order nor by his order confirmation under
      reference to his general terms and conditions. A contract shall be entered into
      with the written order confirmation by IPROTec GmbH, unless something
      different is expressly agreed on.
   2. The documents that are part of the offer, such as figures, drawings, weight and size
      indications, are only approximates unless expressly designated as binding.
      IPROTec GmbH reserves title and copyright in any cost estimates, drawings and
      other documents – also in electronic form; they must not be made accessible to any
      third parties. Supplier must only make plans designated as confidential by the
      orderer to third parties with his consent.
2. Scope of the delivery

   The scope of the delivery shall be according to the written order confirmation of IPROTec
   GmbH, if supplier's offer is made with a binding period of time and acceptance thereof
   occurs in time, the offer shall be relevant unless the order confirmation is not sent in time.
   Amendments, modifications and/or alterations require supplier’s written confirmation.

3. Price and payment
   1. The prices are deemed ex works unless expressly agreed otherwise, including
      loading in the factory, but excluding unloading. The prices shall be excl. VAT at
      the respective statutory amount.
   2. Unless explicitly agreed otherwise, payment shall be made in cash without any
      deduction, in freely transferable funds at supplier’s place of business, as follows:
      - 30% downpayment after receipt of the order confirmation,
      - 60% once the orderer’s been notified that the main parts are ready for
      shipment and the remainder within one (1) more month after risk transfer.
   3. 3. The orderer may only declare retention or set-off against undisputed or legally validly determined counterclaims.
4. Delivery time
   1. The delivery period shall commence upon dispatch of the order confirmation,
      but not before provision of the documents, approvals, releases to be provided
      by the orderer and prior to unconditional receipt in full of the agreed
      downpayment.
   2. The delivery period shall be or is deemed to have been complied with if the
      object to be delivered has left the factory on or prior to expiry thereof or if
      readiness for shipment has been reported. If acceptance is required, the
      acceptance date shall be relevant, alternatively the information on readiness for
      acceptance, unless the acceptance can be refused with justification.
   3. The delivery period extends appropriately if delays occur due to force majeure,
      labour disputes (including strike and including any thereof occurring in supplier’s
      facility), suppliers or other events outside of the area of influence of supplier.
      Supplier shall not be responsible or held liable for such circumstances even if
      they occur during its default. Supplier shall, in urgent cases, notify orderer of
      commencement and termination of any such event as soon as possible.
   4. If the orderer has suffered damages due to delay as a direct result of supplier's
      fault, orderer shall be entitled to default compensation. Such compensation shall
      amount to ½% (in words: zero-point-five per cent) for each complete week of
      delay, but, in event, not to exceed 5 % (in words: five percent) of the value of the
      part or portion of the overall delivery that cannot be used in time or according to the
      contract due to such delay. Any excess damage is only reimbursed in cases of
      section VIII 5.
   5. If, upon orderer's request, shipment is postponed, effective one (1) month after
      notification of readiness for shipment, any costs resulting from or relating to
      storage, and in case of storage at supplier's factory, at least ½% (in words:
      zero-point-five percent) of the invoiced amount for each month. Irrespective
      thereof, supplier shall be entitled to dispose of the object otherwise subsequent to
      setting and following expiry of a reasonable deadline and to supply the orderer
      within a reasonably extended period.
   6. Compliance with the delivery period requires performance of the orderer's
      contractual obligations.
5. Passing of risk and acceptance
   1. Risk shall pass to the orderer at the latest when dispatching the parts of the
      delivery, even if partial deliveries are made or supplier has assumed any other
      services, e.g. the shipping costs or transport and setup. On request of the
      orderer, supplier shall insure the shipment against theft, breakage, transport,
      fire and water damage and any other insurable risks at the orderer's expense.
      Where acceptance is required, it shall be essential for passing of the risk. It
      shall take place without delay at the date of acceptance.
   2. If shipping is delayed due to circumstances that are due to the orderer's fault,
      the risk shall pass to the orderer from the day on which readiness for shipment is declared, but supplier shall be obliged to take out the insurances desired by the
      order on the request and expense of the orderer.
   3. Delivered objects must be accepted by the orderer notwithstanding the rights
      from section VII even if they have any inessential defects.
   4. Partial deliveries are admissible.
6. Retention of title
   1. Supplier reserves all right, title and interest in or with respect to the delivered object
      until any and all payments under or in connection with the delivery contract have
      been unconditionally received in full.
   2. Supplier shall have the right to insure the delivered object on orderer's
      expense against theft, breakage, fire, water and other damage unless orderer’s
      proven conclusion thereof.
   3. Prior to acceptance and payment in full, the orderer must not and is prevented
      from pledging or granting the delivered object as collateral. Supplier must be
      informed forthwith and without undue delay in case of attachment or seizure
      or any other third-party disposals.
   4. In case of orderer’s non-contractual conduct or behaviour, particularly in
      case of a payment default, supplier is, following expiry of a reasonable
      deadline, entitled to take back the object and the orderer shall be
      unconditionally obliged to release the same.
   5. Extended and expanded reservation of title in case of permanent business
      relationships and admissibility of further sale of the goods subject to retention of
      title:
   6. 1. Supplier reserves all right, title and interest, including all ancillary rights, it
         has or may have with respect to the delivered objects/goods until all claims of
         supplier against the orderer resulting from or relating to the business
         relationship, including any future claims from contracts entered into, either
         concurrently or subsequently, have been complied with in full – subject to
         prohibition/ban of excess collateral. This shall also apply if individual or all
         claims of supplier were included in a current account and the balance has
         been determined and accepted. In case of conduct of the orderer in violation
         of the contract, specifically in case of default of payment, supplier shall
         have the right to take back the object of the delivery after setting a grace
         period and the orderer shall be obliged to release it. The orderer shall
         inform supplier in writing without delay in case of attachment or other
         third-party access.
      2. The orderer shall have the right to sell on the delivered object in the ordinary
         course of business. However, orderer assigns all claims that arise or may
         arise against the purchaser or any third party from further sale to the
         accepting supplier, irrespective whether any the goods being subject to
         retention of title were sold on without or after processing. The orderer
         remains entitled to collect this claim even after the assignment. Supplier's
         right to collect the claim directly shall remain unaffected thereby, but supplier commits to not collecting the claims contingent upon and unless
         orderer’s complying with its payment obligations. Supplier may demand
         disclosure of assigned claims and corresponding debtors thereof by orderer
         together with all information necessary or required to collect the same and
         orderer further undertakes to submit all associated documents and to inform
         debtors of such assignment. Provided the delivered object is sold on
         together with goods other than supplier goods, the orderer's claim against
         the purchaser is deemed assigned in an amount corresponding to the
         delivery price agreed upon between supplier and orderer.
      3. Processing or conversion of goods subject to retention of title shall always be
         performed by the orderer for supplier. If goods being subject to retention of
         title are processed with objects other than supplier objects or goods, supplier
         shall automatically acquire joint ownership in the new object in proportion of
         the value of the goods being subject to retention of title to the other
         processed objects at the time of processing. Irrespective thereof, conditions
         set forth herein for goods being subject to retention of title apply mutatis
         mutandis to the object resulting from processing. Supplier undertakes to
         release the collateral subject, in all respects, to the value thereof exceeding
         the underlying, secured claims, subject to the same not having been settled,
         by 25%.
7. Defects of material and title

   For defects of material and title of the delivery, which also includes the lack of expressly
   warranted qualities, supplier shall be liable as follows, under exclusion of any further
   claims and notwithstanding section VIII 4:

   1. In supplier’s discretion, all parts that were defective upon transfer of risk shall be
      improved or re-delivered free of charge. Any such defects found shall be
      reported to supplier forthwith and without delay. Replaced parts shall become
      supplier's property.
   2. Warranty shall not be accepted and is explicitly excluded for any damages caused
      for one of the following reasons:
      
      Unsuitable or improper use, defective assembly or commissioning by the orderer
      or third parties, natural wear, defective or negligent treatment, unsuitable
      operating equipment, replacement materials, defective construction work,
      unsuitable construction ground, chemical, electrochemical or electrical
      influences where not due to supplier's fault.
   3. The orderer shall provide supplier with the required time and opportunity for
      performance of any improvements and replacement deliveries that appear
      necessary upon coordination with supplier; otherwise, supplier shall be released
      from his liability for defects.
      
      Only in urgent cases of direct danger to operational security and to avoid
      and/or prevent disproportionate damage, in which case orderer must promptly
      inform supplier, or if supplier is, upon two preceding written requests and
      following lapse of a reasonable time period, in default with remedial action,
      orderer shall be entitled to rectify the same either directly or by retaining a
      qualified third party and to demand compensation from supplier for necessary and proven cost.)
   4. Of the direct costs arising from improvement or replacement delivery, supplier
      shall assume the costs for the replacement part, including shipping, and
      appropriate costs for installation and removal, as well as, if reasonably
      appropriate from case to case, the costs for provision of any installers or helpers.
      Apart therefrom, orderer shall bear the costs.
   5. Notwithstanding the foregoing and for the avoidance of doubt, supplier’s
      liability shall be excluded in full for any direct and/or indirect damages and/or
      consequences, including, but not limited to, consequential damages, arising or
      following from or which may arise or follow from any improper or
      inappropriate modification, rectification or maintenance by any third party.
   6. If use of the object of the delivery leads to violation of the any commercial
      property or copyrights in the country, the supplier shall ensure at his expense
      that the orderer can continue to use the delivered object. This shall be done by
      the supplier changing the object suitably so that there is no violation of property
      rights anymore. If this is not reasonable from an economic point of view or if it
      cannot be done within an appropriate period of time, the orderer shall have the
      right to declare rescission of the contract. Under the prerequisites named, the
      supplier shall also have a right to declare rescission of the contract.
   7. The supplier's obligations specified in Section VII 6 shall be final, subject to
      liability according to Section VIII 5 in case of violation of property and
      copyrights. They shall only be present where orderer informs supplier without
      delay of the assertion of such violation of property or copyright, orderer
      supports supplier at an appropriate scope in defence against the asserted claims
      or supplier enables performance of modification measures according to VII 6,
      supplier retains all defence measures, including settlement out of court, the legal
      defect is not due to any instruction of the orderer and the violation of rights was
      not caused by the orderer having changed the delivered object independently or
      used it in any non-contractual manner.
8. Liability, exclusions, rescission

   In case of transactions among merchants, a warranty period of twelve (12) months
   shall apply (pursuant to § 309 no. 8(b) et seqq. German Civil Code) from the date of
   risk transfer or passing thereof.

   The complaint obligation (inspection of the goods without delay) among merchants
   shall apply (pursuant to § 377 German Commercial Code). If the delivered object
   could not be used according to the contract by the orderer due to the supplier's fault
   because of lack of or defective performance of suggestions and consulting before or
   after conclusion of the contract or other contractual secondary obligations – specifically
   regarding the operation and maintenance of the object of the delivery – the following
   liability rules shall apply:

   1. The orderer may rescind from the contract if the entire performance is ultimately
      impossible for supplier prior to risk transfer having occurred or passing of risk.
      This also applies in case of inability of supplier. Orderer may also rescind from
      the contract if the performance of a part of the delivery becomes impossible
      by number when ordering objects of the same type and if orderer is able to claim a special interest in refusal of partial delivery. If this is not the case,
      orderer may reduce the compensation accordingly.
   2. In case of delivery default within the meaning of Section IV of these delivery
      conditions, and subject to orderer granting supplier a reasonable deadline
      following occurrence of supplier’s default, and if supplier’s not complying
      therewith, orderer shall be entitled to rescind from the agreement.
   3. If impossibility occurs during default of acceptance or due to orderer's
      fault, orderer’s obligation to compensation shall remain unaffected
      thereby.
   4. Orderer also has a right to rescission of the contract if, following two
      preceding written requests and upon lapse of reasonable period of time, a
      deadline for improvement or replacement delivery with regard to a defect
      being subject to supplier’s fault within the meaning of these delivery
      conditions expires without result. Orderer's right to cancellation of the
      contract shall also apply in other cases of failure of improvement or
      replacement delivery by supplier
   5. Any other further claims of orderer shall be excluded, particularly for
      termination or reduction of price or reimbursement for damages of any kind,
      including, but not limited to, consequential damage and lost profits, which are
      unrelated and have not directly occurred to the delivered object. This exclusion
      of liability shall not apply in case of wilful intent or gross negligence of the
      owner or managing employees or in case of culpable violation of essential
      contractual obligations. In case of culpable violation of essential contractual
      obligations, the supplier shall be liable only for the reasonably foreseeable
      damage typical for this type of contract/agreement – except in cases of wilful
      intent and gross negligence of the owner or managing employees. The
      exclusion of liability shall also not apply in cases of liability under the product
      liability act for injury or property damage to privately used objects due to defects
      of the delivered object. It shall also not apply if any expressly warranted
      properties are missing if the representation had the purpose of securing orderer
      against damage that did not occur to the delivered object as such (only
      adequate damage).
   6. Supplier assumes no liability for damage and function impairment caused
      by technical or other specifications of orderer.
9. Expiration

   All claims of orderer – irrespective on whatever legal or factual grounds – shall
   expire within twelve (12) months. In case of damages claims according to Section
   VIII 5 the statutory periods shall apply. The same also apply for defects of a building or
   delivered objects which are usually used for a building and that have directly caused
   the defect.

10. Software of Supplier

    If the delivered object also contains software of supplier, orderer shall be granted a non-
    exclusive right for use thereof, including its documentation. The software is provided
    only for use on the intended delivered object. The software must only be used on one system. Orderer must only reproduce, revise, translate or convert the software
    from object code to source code within the legally permissible scope (§ 96a et seqq.
    German Copyright Act). Orderer undertakes and agrees not to remove manufacturer
    information and specifically copyright notices or to modify the same without the
    supplier’s express consent. Any other rights in the software and documentation,
    including copies, shall remain with supplier or the software supplier. The
    assignment of sublicenses shall not be admissible.

11. Applicable law/place of jurisdiction
    1. Unless explicitly agreed otherwise, the relationship between supplier and orderer is
       subject to and shall be governed by the laws of the Federal Republic of Germany.
    2. The place of jurisdiction within the meaning of § 38 para. 1 German Procedural
       Code (ZPO) shall be the court of supplier's place of incorporation. However,
       supplier shall have the right to raise a claim at the general place of jurisdiction of
       orderer or at any other place as well.

Remark: In case of doubt, the German version shall prevail