General Terms and Conditions of IBASS GmbH:

1. General conditions

1.1 The terms defined hereafter shall have the following exclusive meaning as used in these General Terms and Conditions::

-"Buyer" shall mean the contractual partner of IBASS GmbH & Co. KG.

-"IBASS" shall mean the user of these General Terms and Conditions exclusively, i.e. IBASS GmbH & Co. KG.

-"Deliveries" shall mean goods delivered and/or services or planning services provided by IBASS GmbH & Co. KG.

-"Documents" include all cost estimates, drawings, plans, drafts and other documents provided by IBASS to the Buyer.

-"Material deficiency": A deficiency is to be considered material if and when the decrease in value of a delivery caused by it amounts to a minimum of 10% of the value of the delivery in perfect condition. Any deficiency that is not material as defined herein shall be considered to be an insignificant deficiency.

-"Claims for damages" also include claims for compensation of wasted expense.

-"Reserved Goods" shall have the meaning of the definition in item 3.1.

-"Industrial Property Rights" shall have the meaning of the definition in item 8.1.

1.2 All legal relations between IBASS and the Buyer shall be governed by these General Terms and Conditions exclusively. General conditions of the Buyer shall only apply if and to the extent approved by IBASS explicitly in writing. The mutual concurrent written declarations (e.g. orders) shall be decisive for the scope of the deliveries.

1.3 IBASS shall retain its full proprietary rights of use in all and any documents. The documents may only be disclosed to third parties upon prior approval by IBASS and shall be returned to IBASS on request without delay if the order is not placed with IBASS. Sentences 1 and 2 above apply mutatis mutandis to documents of the Buyer; these may, however, be disclosed to third parties to whom IBASS is permitted to assign deliveries.

1.4 As far as standard software and firmware are concerned, the Buyer shall have the non-exclusive right of use with the agreed features in unaltered form on the devices agreed upon. The Buyer is entitled to produce a backup of the standard software without the need of an explicit agreement. Unless otherwise agreed in writing, the software shall remain the sole intellectual property of IBASS. Passing on software to third parties is subject to the explicit written approval by IBASS.

1.5 As far as proprietary services, such as planning services, or proprietary services included in IBASS products, such as proprietary utility models etc., are concerned, the Buyer shall have the non-exclusive right of use as agreed in the contract. Unless otherwise agreed in writing, the proprietary services shall remain the sole intellectual property of IBASS. The use of such services by third parties is subject to the explicit written approval by IBASS.

1.6 Partial shipment shall be permitted to the extent they can be expected to be accepted by the Buyer.

2. Prices, payment terms and offsetting

2.1. Prices are ex works (headquarters of IBASS, Thelottstr. 35, 86150 Augsburg) excluding packaging and transport / forwarding, plus any applicable value added tax and other incidental costs.

2.2 If IBASS has accepted to take over installation or assembly and unless otherwise agreed, the Buyer shall be responsible for all and any necessary incidental costs, such as travel expenses, transport costs and daily allowance in addition to the agreed payment.

2.3 Payments shall be made free of charge to the paying agent of IBASS. Unless otherwise agreed, invoices and/or requests for payment shall be due immediately and without any deductions. In particular, it is not possible to deduct discounts for payment within a certain time from receipt of invoice. The statutory provisions shall apply to any default of the Buyer, but s/he shall at the latest be deemed to be in default 30 days after presentation of the invoice. No special reminder is needed after presentation of the invoice to put the Buyer in default.

2.4 The Buyer can only offset claims resulting from the business relationship of IBASS with the Buyer to the extent they have been determined to be uncontested or legally valid. Offsetting against demands from companies that are affiliated with the Buyer within a group of companies shall not be possible.

3. Reservation of title

3.1 The objects of the deliveries (Reserved Goods) shall remain the property of IBASS until all claims to which IBASS is entitled from the Buyer resulting from the business relationship have been satisfied. If the value of all security interests to which IBASS is entitled exceeds the amount of all secured claims by more than 10%, IBASS shall - upon the request of the Buyer - release a corresponding proportion of the security interests, in which case the choice of the security interests to be released shall be at the discretion of IBASS.

3.2 The Buyer shall be allowed to process the Reserved Goods, or to mix or connect them with other objects. Processing shall be done for IBASS. The Buyer shall store the new item created thereby on behalf of IBASS with the due diligence of a prudent businessman or woman. The new item shall be deemed a Reserved Good.

IBASS and Buyer agree at this point that in the event of connecting, processing or mixing items with other items that are not the property of IBASS, IBASS shall in any case be the co-owner of the new item to the extent resulting from the proportion of the value of the connected or mixed Reserved Goods and the value of the rest of the item at the time of connection or mixing. The new item shall - to this extent - be deemed a Reserved Good.

3.3 As long as the reservation of title exists, the Buyer must not pledge it or assign it as a security and any resale shall only be permitted to resellers in the normal course of business and only on the condition that the reseller receives payment from his/her customer or expresses the reservation that ownership shall only pass to the customer when the latter has met his/her payment obligation. Claims against buyers of Reserved Goods shall pass to IBASS, in the event of a previous mixing, processing or connecting with other items in proportion to the value of the Reserved Goods and the value of the other goods.

3.4 The Buyer shall notify IBASS immediately of any pledges, seizures or other orders or interventions of third parties.

3.5 In the events of the Buyer breaching his/her duties, in particular in cases of default of payment, IBASS shall be entitled to not only take the service back but also to withdraw from the contract after an appropriate period of grace granted to the Buyer has lapsed to no avail. The legal provisions as to the expendability of additional periods of grace shall be unaffected. The Buyer shall be obliged to hand over the goods. IBASS taking back the goods or claiming reservation of title or pledging the Reserved Goods does not imply a withdrawal from the contract, unless IBASS declares such withdrawal explicitly in writing.

3.6 The Buyer is not permitted to assign claims vis-à-vis IBASS to third parties even in cases where the third party is affiliated with the Buyer within a group of companies.

4. Deadlines for deliveries and default

4.1 Adherence to deadlines for deliveries requires timely receipt of all documents to be provided by the Buyer, as well as all approvals, permits and releases, especially of plans, and the observance of the agreed payment terms and other obligations of the Buyer. If these requirements are not met in good time, the deadlines shall be postponed accordingly. The latter shall not apply if IBASS is responsible for the delay.

4.2 If the deadline cannot be met due to Force Majeure - including but not limited to general mobilisation, war, civil unrest, acts of terrorism, natural disasters or similar events outside the sphere of influence of IBASS, such as strikes, lockouts, etc. - the deadlines shall be postponed accordingly. The same applies to delayed or improper deliveries to IBASS.

4.3 If IBASS is in delay and the Buyer is able to substantiate that s/he has incurred damage because of the delay, the Buyer may claim compensation for each week of delay in the amount of 0.5% each, but not more than a maximum of 5%, of the price of the part of the deliveries that cannot be taken into effective operation because of the delay, unless the Buyer is able to prove that the damage is higher. IBASS shall not be liable to pay a penalty in the event of delay.

4.4 Claims of the Buyer for delayed delivery, such as penalties or claims for damages - both for delay as well as in lieu of performance - exceeding the limit described in 4.3 above, shall be excluded for all cases of delayed deliveries, also upon expiration of any deadline defined for delivery by the Buyer. The latter shall not apply to events of mandatory liability for intent, gross negligence or injury to life, body or health. The Buyer shall only be entitled to withdraw from the contract in accordance with the statutory provisions in a case where IBASS is responsible for the delay in delivery. The provisions above shall not entail any change of the burden of proof to the detriment of the Buyer.

4.5 The Buyer agrees to declare upon the request of IBASS within an appropriate period of time whether s/he shall withdraw from the contract due to a delay in delivery or whether s/he shall insist on delivery.

4.6 If dispatch or delivery are delayed upon the request of the Buyer for more than one month, the Buyer shall be obliged to pay storage charges to the amount of 0.5% of the agreed price of the delivery for each additional month or part thereof, but not more than 5% of the price in total. This provision shall not apply if IBASS can prove that the storage charge is higher or the Buyer can prove that it is lower; in such cases the Buyer shall pay the higher or lower storage charge.

5. Transfer of risk

5.1 Unless otherwise specifically agreed in writing, the place of performance shall be the place of the registered office of IBASS.

5.2 The risk shall pass to the Buyer as follows; also in the event that IBASS bears the costs of delivery:

a) For deliveries without installation or assembly: upon dispatch of the goods and/or transfer of the goods to a person commissioned to dispatch it or upon the proper loading into a vehicle of IBASS designated for transportation. Deliveries shall be insured by IBASS against the usual risks of transport upon written request and at the expense of the Buyer.

b) For deliveries with installation or assembly: on the day of take-over in the company or - if agreed - after error-free trial run.

5.3. If dispatch, delivery, start of installation or assembly, the installation or assembly work itself, start-up at the company of the Buyer or the trial run are delayed for reasons for which the Buyer is responsible or if the Buyer is in default with accepting the goods for other reasons, the risk shall pass to the Buyer at the time of delivery, take-over, etc. that was originally agreed.

6. Acceptance of services

The Buyer shall not be entitled to refuse acceptance of deliveries for negligible defects.

7. Material defects

IBASS shall only be liable for material defects under the following conditions:

7.1 All parts of deliveries or deliveries with a material defect shall, at the discretion of IBASS, be repaired, replaced or provided again if the cause of the deficiency existed at the time of the transfer of risk. The Buyer is responsible for proving that the cause of the deficiency existed at the time of the transfer of risk.

7.2 Claims as to subsequent performance lapse within 12 months from the transfer of risk. The same applies to withdrawal and reduction in price. This deadline does not apply if longer periods are described by law under Civil Code §§ 438 I no. 2, 479 I and 634a I nr. 2, neither does it apply in the event of intent, fraudulent concealment of deficiencies and non-observance of a guarantee of quality. The legal provisions as to expiry suspension, tolling and new start of deadlines shall remain unaffected by this rule.

7.3 The Buyer shall submit notices of defect immediately and in writing. If a defect is not notified immediately after its discovery, the delivery shall be deemed as approved free of defects. Claiming defects after acceptance/approval or test run is excluded for all those types of defects that could have been discovered during such type of examination. If permitted by type and quality of an item delivered by IBASS, the Buyer shall carry out a test run within an appropriate time after receipt of the item, but in any case within one week at the latest.

7.4 In the event of notices of defect by the Buyer, payments due from the Buyer may only be withheld to an extent that is appropriate for the proportion of material defects discovered. If a claim of defect is asserted, the Buyer shall only withhold payment for that part for which the claim is uncontested. The Buyer has no right of retention if the claims have been time-barred. If a notice of defect is made without being justified, IBASS shall be entitled to demand compensation of any expenses incurred from the Buyer.

7.5 IBASS shall be granted an appropriate period of time for subsequent performance.

7.6 If subsequent performance fails after two attempts of remedy, or if the type of delivery or the type of defect causes failure of the remedy even before the second attempt, the Buyer may - notwithstanding any further claims for damages according to 7.10 - withdraw from the contract or reduce the payment. This right applies to the defective part of the delivery only; the rest of the contract shall remain unaffected.

7.7 The Buyer is not entitled to claim damages in the event of only negligible deviations from the agreed quality, negligible impairment of serviceability, natural wear or damage caused after the transfer of risk due to faulty or negligent handling, excessive stress, unsuitable operating materials or specific external influences not provided for in the contract, as well as in the event of irreproducible software errors.

If the Buyer or third parties carry out improper modifications or maintenance work, there shall be no claim for defects in respect to these and any consequences resulting from them.

7.8 Any claims of the Buyer for expenses incurred for the purpose of subsequent performance, in particular travel, transportation, labour or material costs, shall be excluded if the expenses increase because the subject of the delivery has been moved to any other place than the place of business of the Buyer or the original shipping address, unless moving the item is in accordance with the designated use of the item.

7.9 The Buyer's right of recourse against IBASS according to § 478 Civil Code (recourse of the entrepreneur) exists only to the extent the Buyer has not concluded any agreements exceeding the legal warranty claims with his/her customer. The extent of the Buyer's right of recourse against IBASS is subject to § 478 II Civil Code, item 7.8.

7.10 Any claims for damages for defect from the Buyer are excluded. This shall not apply to fraudulent concealment of deficiencies, non-observance of a guarantee of quality, injury to life, body, health or freedom or any intent or gross negligence on the part of IBASS. The provisions above shall not entail any change of the burden of proof to the detriment of the Buyer. Any further claims of the Buyer or other claims than those of this paragraph 7 for material defects are excluded.

8. Industrial property rights, copyrights, defects of title

8.1 Unless otherwise agreed, IBASS shall be obligated to make the delivery only in the country of the place of shipment free from any industrial property rights and copyrights of third parties (industrial property rights). If a third party claims the infringement of industrial property rights caused by deliveries made by IBASS and used according to contract against the Buyer, IBASS shall be liable towards the Buyer for a period of 12 months as follows:

a) IBASS shall at its discretion and at its costs, either obtain a right of use for the disputed deliveries, or change the deliveries in such a way that the industrial property right is not infringed, or replace the deliveries.

Should this not be possible for IBASS to acceptable conditions, the Buyer shall have the statutory rights of withdrawal or reduction. In such a case, the Buyer shall not be entitled to have the deliveries changed as described above. Subsequent performance at inacceptable conditions shall mean in particular that the costs of subsequent performance amount to at least 10% of the agreed price of the delivery.

b) IBASS' duty to pay damages is defined under item 10.

c) The afore-mentioned obligation of IBASS shall only apply if the Buyer notifies IBASS about any claims asserted by third parties immediately in writing, if the Buyer does not accept the infringement and if all defensive measures and composition proceedings with the third party are left to IBASS. If the Buyer discontinues the use of the delivery for reasons of minimisation of damage or other material reasons connected to the infringement of third parties' rights, the Buyer shall be obliged to explicitly point out to the third party that the discontinuation of use is not linked to an acceptance of the infringement of an industrial property right.

8.2 Claims of the Buyer are excluded if s/he is responsible for the infringement of an industrial property right.

8.3 Claims of the Buyer are excluded if the infringement of the industrial property right is caused by special specifications of the Buyer, by any use not foreseeable for IBASS, by modifications of the delivery made by the Buyer or the combination of the delivery with products not supplied by IBASS.

8.4 In the event of infringements of property rights any claims the Buyer has according to 8.1 a) shall be subject to the provisions on defect liability under items 7.4, 7.5 and 7.9 accordingly.

8.5 The provisions on defects of item 7 apply to any other legal defects.

8.6 These rules extend also to the software included in the deliveries, regardless of it being used as operating, management, control or other system.

8.7 Any further claims of the Buyer against IBASS and its agents exceeding those defined in items 8.1 to 8.7 for defect of title are ruled out.

9. Impossibility of performance, adaptation of contract

9.1 If delivery is impossible, the Buyer shall be entitled to claim damages unless IBASS is not accountable for the impossibility. The damage claim of the Buyer resulting from this regulation is limited to 10% of the value of the part of the delivery that cannot be taken into operation for reasons of impossibility of performance. This restriction does not apply if the impossibility is due to intent or gross negligence or in the case of mandatory liability for injury to life, body or health. This provision does not provide justification for any change of the burden of proof to the detriment of the Buyer. The Buyer's right to withdraw from the contract remains unaffected.

9.2 If unforeseeable events significantly change the commercial relevance or the content of the delivery or have a significant impact on the operation of IBASS, the contract shall be adapted accordingly observing the principles of good faith. If an adaptation is unreasonable for economic reasons, IBASS shall be entitled to withdraw from the contract. Adaptation is considered to be unreasonable for economic reasons if the costs that are expected to be incurred by the adaptation reach 10% of the agreed price of the delivery. If IBASS wants to make use of its right of withdrawal, it shall notify the Buyer immediately after having understood the importance of the event.

10. Other claims for damages, statute of limitations

10.1 Claims for damages of the Buyer on whatever legal basis, and in particular also for default from the contractual obligations or tort, are ruled out unless explicitly approved.

10.2 Claims for damages under the product liability act in cases where the damaging event was caused by intent or gross negligence, claims for damages for the injury of life, body or health or the infringement of material contractual obligations are not excluded as stipulated in 10.1.

Damages claims for the infringement of material contractual obligations are, however, limited to contract-typical, foreseeable damage unless there is intent or gross negligence or liability for the injury of life, body or health. This provision does not entail any change of the burden of proof to the detriment of the Buyer.

10.3 In cases where the Buyer is entitled to claims for damages, these entitlements shall lapse within 12 months. The same applies to claims of the Buyer in the context of measures for defence or mitigation of damage (e.g. product recalls). Claims for damages under the product liability act shall be subject to the statutory rules of limitation.

11. Place of jurisdiction and applicable law

11.1 If the Buyer is a registered businessman or woman, the Regional Court of Augsburg shall have exclusive jurisdiction for all disputes resulting from the contract. Any proceedings shall be conducted in accordance with the Code of Civil Procedure of the Federal Republic of Germany. IBASS is also entitled to sue at the registered place of business of the Buyer.

11.2 German material law shall apply exclusively to the legal relations in connection with this contract. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

12. Severability

If a provision of this contract shall be or become ineffective, the other provisions shall remain binding. This does not apply if adherence to the entire contract would constitute unreasonable hardship for one of the parties.