GTC

General terms and conditions of purchase

for König-mtm GmbH Clamping Technology and Wilhelm König Maschinenbau GmbH

As of 01-Sep-2011

1. Conclusion of a contract

1.1. The legal relationships arising from this contract between the buyer and König-mtm GmbH are based on these terms and conditions and any other written agreements.

1.2. Ordering and receiving and their changes and additions must be made in writing. Other oral agreements at conclusion of the contract are only effective when confirmed in writing by the buyer. This also applies to contract changes after its conclusion.

1.3. If the contractor does not accept the order within 10 days, König-mtm GmbH or Wilhelm König Maschinenbau GmbH has the right to repeal it in writing.

1.4. The contractual partners are obligated to handle all non-public commercial and technical specifics that become known through the business relationship with complete confidentiality. They may not be provided to third parties or made accessible in any way and may only be used for deliveries to third parties with prior written approval of König-mtm GmbH or Wilhelm König Maschinenbau GmbH. Sub-contractors must also be bound by this stipulation accordingly.

2. Drawings and other documentation

2.1. Before the start of workshop work, all drawings are to be discussed with König-mtm GmbH or Wilhelm König Maschinenbau GmbH. After the work has been performed, the contractor must send to the orderer the drawings actually used for execution, calculations and other deliveries regarding technical documentation in the required number and design at their own costs.

2.2. The contractor is obligated to transfer ownership of these to König-mtm GmbH or Wilhelm König Maschinenbau GmbH at no cost. The intellectual property of these is not affected.

2.3. König-mtm GmbH or Wilhelm König Maschinenbau GmbH or third party may use these at no cost for execution of maintenance and changes and to manufacture replacement parts. When König-mtm GmbH or Wilhelm König Maschinenbau GmbH approve drawings, calculations and other technical documentation, the sole responsibility of the contractor with regard to delivery is unaffected.

2.4. If not contradicted by the contractor in writing, this also applies to proposals and recommendations by König-mtm GmbH and Wilhelm König Maschinenbau GmbH as well as to the changes discussed between the contractor and König-mtm GmbH and Wilhelm König Maschinenbau GmbH.

2.5. All design documentation, equipment, tools, models etc. which were provided to the contractor remain the property of König-mtm GmbH or Wilhelm König Maschinenbau GmbH and may only be used for the contractually agreed upon purposes and may only be made available to third parties to that extent. König-mtm GmbH and Wilhelm König Maschinenbau GmbH reserve all rights to finished drawings made according to its specifications and the procedures developed for this.

3. Proof of Origin

3.1. Proof of origin required by König-mtm GmbH and Wilhelm König Maschinenbau GmbH (such as supplier declarations, goods transport certificates in terms of the EEA-EFTA origination conditions) will be made available immediately to König-mtm GmbH and Wilhelm König Maschinenbau GmbH with all required information and properly signed.

4. Prices / Payment

4.1. The agreed upon prices are set prices with the applicable VAT including packaging and freight costs, borne by the contractor.

4.2. If a price is agreed “ex works” or “ex stock”, König-mtm GmbH or Wilhelm König Maschinenbau GmbH will only pay the least expensive freight costs.

4.3. The contractor assumes all costs including loading and transport until transfer to the shipping company.

4.4. The agreement on place of fulfilment is not affected by the type of pricing.

4.5. Acceptance of an excess delivery or short delivery is up to the buyer.

4.6. König-mtm GmbH or Wilhelm König Maschinenbau GmbH will make payment after delivery and invoicing within 14 days at a 3% discount or at the end of the month following delivery and invoicing unless agreed upon otherwise.

4.7. If acceptances in payment are given by König-mtm GmbH or Wilhelm König Maschinenbau GmbH, the note tax is recompensed at a proper discount rate.

4.8. Payments by the buyer do not represent acceptance of the settlement. They are declared under reserve.

4.9. König-mtm GmbH is authorized to offset the claims that the contractor has against it, with all receivables that Wilhelm König Maschinenbau GmbH or any domestic companies, with which Wilhelm König Maschinenbau GmbH is directly or indirectly associated with, have against the contractor. If desired, König-mtm GmbH will notify the contractor of each of the subsidiary companies applicable to this clause.

4.10. Claims of the contractor from this contract may only be transferred to third parties with the written approval of König-mtm GmbH or Wilhelm König Maschinenbau GmbH. For surrenders which occur based on an extended retention of title, approval is assumed to have been given in advance.

4.11. The indicated delivery and shipping conditions are to be followed. All ingredients which fall under the Chemicals Prohibition Ordinance may not be present in any products, components, materials and additives or operating materials delivered to us or be released in their use.

5. Processing and Delivery

5.1. The agreed upon delivery and performance deadlines are binding. If delays are expected or occur, the contractor must immediately inform König-mtm GmbH or Wilhelm König Maschinenbau GmbH in writing. Prior to this, the contractor must immediately make oral notification of the delay.

5.2. If the contractor does not perform or deliver within a deadline set by König-mtm GmbH or Wilhelm König Maschinenbau GmbH, König-mtm GmbH or Wilhelm König Maschinenbau GmbH are authorized to reject acceptance, even without a warning, to withdraw from the contract or demand damage compensation due to non-fulfilment. König-mtm GmbH and Wilhelm König Maschinenbau GmbH are also authorized to withdraw even if the contractor is not to blame for the delay. The additional costs incurred through the delay by König-mtm GmbH or Wilhelm König Maschinenbau GmbH through a necessary other coverage will be borne by the contractor.

5.3. Sub-contracts may only be assigned with the approval of König-mtm GmbH or Wilhelm König Maschinenbau GmbH if not only for the delivery of normal market parts. Delivery schedules are binding regarding the type and quantity of goods to be delivered, as is the delivery time. Partial deliveries require the approval of König-mtm GmbH or Wilhelm König Maschinenbau GmbH.

6. Transfer of risk, acceptance, rights of ownership

6.1. A goods receiving inspection will take place with regard to apparent deficiencies. Hidden deficiencies will be redressed by König-mtm GmbH or Wilhelm König Maschinenbau GmbH according to the facts of orderly performance of business. The contractor will not make an objection against the late notice of defect for all defects found within 14 days.

6.2. If König-mtm GmbH or Wilhelm König Maschinenbau GmbH sends back defective goods, König-mtm GmbH or Wilhelm König Maschinenbau GmbH is entitled to a return debit for the invoiced costs including a lump sum fee of 5% of the price of the defective goods. König-mtm GmbH or Wilhelm König Maschinenbau GmbH reserve the right to charge higher amounts presenting proof of them. Burden of proof of lower or no fees is borne by the contractor.

7. Guarantees for defects of material and title

7.1. Defective deliveries are to be replaced immediately by non-defective deliveries and defective services to be repeated without defect. If there are developmental or construction errors, König-mtm GmbH or Wilhelm König Maschinenbau GmbH are authorized to withdraw from the contract, take a discount, or to demand damage compensation.

7.2. Remediation of deficient deliveries or services requires the approval of König-mtm GmbH or Wilhelm König Maschinenbau GmbH. During the time that the goods or services for delivery are not in the safekeeping of König-mtm GmbH or Wilhelm König Maschinenbau GmbH, the contractor bears the risk.

7.3. If the contractor does not confirm the defect within the agreed upon deadline, König-mtm GmbH or Wilhelm König Maschinenbau GmbH may choose to either withdraw from the contract, reduce compensation or demand additional damage compensation.

7.4. In urgent cases (in particular if there is a risk to operational safety or exceptional additional damages), to remedy minor defects and in the case of the contractor's failure to remedy the defect, König-mtm GmbH or Wilhelm König Maschinenbau GmbH is authorized to order the defect themselves and any resulting damage to be rectified by themselves or a third party at the cost of the contractor after providing prior information to the contractor and after a deadline reasonable for the situation. This also applies if the contractor delivers or performs late and the defect has to be immediately rectified to avoid the company delivering late on their part.

7.5. The statute of limitation for claims of König-mtm GmbH or Wilhelm König Maschinenbau GmbH due to material defects is 36 months from transfer of risk; the statute of limitation for defects of title is 10 years from transfer of risk. The course of the statute of limitation is stopped for the period starting with the dispatch of the notification of defects and ends with the fulfilment of the defect claim.

7.6. The legal rights of König-mtm GmbH and Wilhelm König Maschinenbau GmbH remain otherwise unaffected.

8. Release from material and legal deficiencies

8.1. The contractor releases König-mtm GmbH or Wilhelm König Maschinenbau GmbH from all claims from third parties, regardless of legal grounds, for material or title defects or other fault in a product delivered by the contractor, and will pay König-mtm GmbH or Wilhelm König Maschinenbau GmbH the necessary costs for legal action associated with this.

9. Cessation of payment

9.1. If the contractor stops its payments or applies for bankruptcy or for an out-of court equalisation procedure, König-mtm GmbH and Wilhelm König Maschinenbau GmbH are authorized to withdraw from the contract. If there is no withdrawal, König-mtm GmbH or Wilhelm König Maschinenbau GmbH can withhold an amount of at least 5% of the compensation as a security for the contractual claims until the end of the contractual warranty period.

9. Miscellaneous

9.1. Changes and additions to this contract and its conditions must be made in writing.

9.2. Inefficacy or invalidity of one of the aforementioned conditions does not affect the validity of the contract as a whole. If one condition of this contract becomes invalid, it must be replaced by a valid condition which best reflects the purpose of the invalid condition.

9.3. The place of fulfilment is the listed delivery address.

9.4. The exclusive court of jurisdiction for any direct or indirect disputes arising from this contractual relationship is Wertheim.

9.5. Legal relationships between König-mtm GmbH or Wilhelm König Maschinenbau GmbH and the contractor are subject exclusively to the laws of the Federal Republic of Germany. The use of uniform international commercial law is excluded.

G:\WPTEXTE/2011Sept./König mtm GmbH 11-3339 General Terms and Conditions of Purchase König-mtm and Wilhelm König dated 19-Sep-2011

General terms and conditions of sale

for König-mtm GmbH Clamping Technology and Wilhelm König Maschinenbau GmbH

As of 01-Sep-2011

1. Validity and Conclusion of the Contract

1.1. Deliveries and services to the customers, regardless of type, are performed exclusively under our general terms and conditions, which the customer accepts by placing the order or accepting the service. The validity of deviating conditions is excluded, even if we do not contradict them. Our general terms and conditions also apply to all future business relationships, even if they have not yet been expressly agreed upon.

1.2. Offers from us are non-binding. A contract is only valid with written confirmation of the order by us or by executing the order. Order confirmations, packing slips and other confirmation correspondence from us is acknowledged by the customer to have correct content, unless they contradict this in writing immediately, and at the latest within 4 business days from receipt. With an order, the customer makes a binding declaration for it to be executed. We are authorized to accept the contract offer in the order within two weeks of receipt. The acceptance can be sent to the customer in writing or by delivering the goods. The documents in the offer, such as images, drawings, weights and dimensions are only approximate, unless they have been specially marked as binding. Offer documentation may not be provided to third parties without our permission.

1.3. Technically necessary or practicable changes to the product remain within the framework of reasonable changes. Dimensions, figures and drawings only serve as initial information for the customer and require written confirmation by us to become binding. Information about features and performance characteristics of the product serve for illustration and are not binding.

1.4. If not expressly agreed upon otherwise, the following applies in supplement and in the following sequence regarding the contract content: the determinations and specifications in the offer documentation, the structural plans and performance descriptions, these general terms and conditions as well as the general regulations of the Civil Code and the Commercial Code.

1.5. Contract conclusion is made conditionally of the correct and timely self-delivery by our suppliers. This only applies to cases that non-delivery cannot be controlled by is, in particular with the conclusion of a congruent covering contract with our supplier. The customer will be informed immediately if the order cannot be fulfilled. The quid pro quo will be returned immediately.

2. Delivery

2.1. Delivery deadlines are only binding if they have been confirmed in writing by us or the customer. Delivery deadlines start with the date of order confirmation and after clarification of the technical questions and the receipt of the customer's documentation and plans.

2.2. Unforeseeable events such as forces majeures, delays in delivery or transport or industrial actions release us from the obligation of on-time delivery for their duration, if they cannot be controlled by us. Delivery deadlines are extended for the duration of the disruption. If the disruptions last longer than 6 months, both parties may withdraw from the contract. Claims to damage compensation on the part of the customer are excluded.

2.3. If we are in default, the customer may only withdraw after a warning is issued and a reasonable post-deadline for fulfilment of the goods or services has lapsed. Claims to damage compensation are excluded, if not otherwise laid out in these conditions.

2.4. If the customer is in default of acceptance or if there is another delay in shipment, we will store the products at the risk and costs of the customer. After setting and non-fulfilment of a post-deadline for accepting the products, we may withdraw from the contract and demand damage compensation instead of the service. Other rights remain unaffected.

2.5. The risk of accidental decline and accidental deterioration of the goods to be shipped transfers to the customer upon delivery to hauler, freight company or other certain persons or body charged to execute the shipment. This is the same as when the customer is in default.

2.6. We are authorized to make over-deliveries and short deliveries of +/- 10%. If the customer is in default of an obligation of the business relationship, our delivery obligation remains dormant. For call orders, the entire quantity must be accepted within 12 months.

2.7. If nothing else is agreed, our delivery and service is considered accepted when the goods start to be used. We are authorized to require the acceptance of partial deliveries.

3. Prices and Payment Terms

3.1. All prices are calculated on the order confirmation using the current valid price list, unless something else has been agreed or arises immediately from the order confirmation. They are based on delivery from our plant including transport and transport insurance costs as well as the legally applicable value added tax. If there are more than 4 months between conclusion and delivery, we are authorized within the framework of equitable discretion to require an additional charge pursuant to our cost increases until delivery.

3.2. Payments are, conditional of deviating contractual agreements, to be made by the customer within 8 days of invoicing with a 2% discount or net after 30 days of invoicing without discount.

3.3. The credit value date of payments by transfer, check or bill of exchange is the effective date of receipt. Checks and bills of exchange are only accepted by us through a special agreement and only on account of performance including all check and exchange fees.

3.4. If the customer does not meet the payment deadline, they are in default of payment. The entrepreneur may charge an interest rate of 8% over the basic rate on the money owed during default. We reserve the right to provide evidence of higher default damages and to asset these claims against the entrepreneur.

3.5. If the customer does not fulfil its payment obligations according to the contract or stops payments or if we acquire any information which would call the customer's creditworthiness into question, the entire residual amount is due immediately and prepayments or security payments may be required. In these cases, we may also withdraw from the contract without notice if the contract is not fulfilled.

3.6. The customer only has a right to offsets if their counter-claim is deemed to be valid or is recognized by us. The customer can only exercise its right of retention if their counter-claim is based on the same contractual relationship.

3.7. We are authorized to charge an additional charge to the customer for subsequent changes in the design or construction as well as the dimensions as set forth in our offer or the confirmation letter, be it at the request of the customer, technical necessities, unforeseeable difficulties or other circumstances which cannot be influenced by us.

3.8. Our claims to payment have a statute of limitations of five years.

4. Retention of Title

4.1. We reserve the right to retain title to the goods until fulfilment of all claims from a current business relationship.

4.2. The customer is obligated to handle the goods with care. If service and inspection work is required, the customer must have it done regularly at their own cost. The customer is obligated to immediately inform us of access to the goods by third parties, such as in the case of a seizure, and any other damage or destruction of the goods. The customer must inform us immediately if they change the location of the goods or change domicile. We are authorized to withdraw from the contract and demand the goods be returned if there is any conduct on the part of the customer which is contrary to this contract, default on payment in particular, or in the event of a violation of an obligation to this condition.

4.3. The customer may only sell the products in proper business transactions with the agreement of a retention of title, whereby they cede the resulting claims to us in the amount of the open claims by us and the rights from the retention of title. This authorization may be retracted. We reserve the right to retract the demand ourself as soon as the sub-contractor does not properly meet their payment obligations and is in default of payment.

4.4. In processing or connecting the products, the customer will transfer the ownership for security in the amount of the price of the conditional product and will store the product for us at no charge. The processing or use of the conditional goods is done for us by the customer without any obligations on our part. If there is processing with items not belonging to us, we acquire co-ownership of the new item in relation to the value of the goods delivered by us in the otherwise processed items. The same applies if the goods are mixed with other items not belonging to us.

4.5. If the value of our securities exceeds the nominal value of the open claims by more than 10%, we will release the securities upon request.

4.6. The customer is obligated to sufficiently insure and handle with care the products delivered with conditional title or the items resulting from connection, mixture or processing against all of the normal risks, in particular fire, theft and water damage.

5. Warranty

5.1. The customer must inspect the goods immediately upon receipt and notify us in writing of any complaints or visible or hidden defects, at the latest within one week of receipt or discovery. The customer loses all claims to warranty and replacement regarding lack of guaranteed properties if they do not inspect the delivery immediately after receipt, at the latest before processing, use, application or resale and does not notify us in writing within one week. After this time, all warranty and damage compensation claims are excluded. Timely sending is sufficient to meet the deadline. The customer has the burden of proof for all conditions of entitlement, in particular for the defect itself, for the time of discovery of the defect and is responsible for the timely notice of defect. Admissible tolerances do not constitute a defect.

5.2. We will choose whether we repair or re-manufacture defective items. The warranty claim against us is limited to repair or re-manufacture of the parts delivered. All subsequent costs involved in the repair or re-manufacture, namely the costs of removal and reassembly, other installation costs and failure or machine down-time damages are ruled out. Replaced parts become our property if they were not already our property. If we earnestly and ultimately refuse fulfilment of the alleviation of the defect and remedy due to disproportionate costs, if the remedy fails or is unacceptable to the customer, the customer may choose to reduce payment or withdraw from the contract and demand damage compensation within the framework of the limitation of liability instead of receiving the service. For a minor infringement of the contract, in particular for only minor defects, the client may not withdraw. If the customer chooses to withdraw from the contract due to a defect of material or title after failed remedy, they have no further claim to damage compensation related to the defect. If the customer chooses damage compensation after failed remedy, the goods stay with the customer if acceptable to them. The damage compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we maliciously caused the infringement of the contract. Warranty claims do not apply if the delivered
product is defective due to improper maintenance and cleaning, damage, improper use, handling or repairs. For third-party products or outside products which are associated with deliveries and services from us or are used together with these products, warranty or damage claims against us are excluded, whereby we cede those liability claims to the customer which we are entitled to from the supplier of the third-party delivery. Reserving deviating agreements, we assume no liability for the functionability of our deliveries and services if they are associated by the customer with outside products or are used together with these. If only individual items of a multi-item delivery are defective, the customer claims are limited only to these parts. The warranty period is one year from delivery. This does not apply if the customer has not reported the defect in a timely manner (number 1 of this section).

5.3. If a violation of obligation caused by a defect is not attributable to us, the customer is not authorized to withdraw from the contract. The short statute of limitations does not apply if gross negligence can be attributed to us, as in cases of harm to body and health or loss of life of the customer which can be attributed to us. Our liability under the Product Liability Act also remains unchanged.

5.4. If there has been malicious non-disclosure of defects or acquisition of a guarantee of quality, additional claims remain unaffected. Customers do not receive guarantees in a legal sense from us.

5.5. Additional claims, in particular due to consequential damage, are excluded to the extent legally permissible. All damage compensation claims, even from a positive infringement of the contract, non-permitted actions and in particular from product liability or other legal grounds against us are only legally permissible in the event of intent or gross negligence. We are liable for minor negligence if significant contractual obligations were violated and the violation is the fault of our operational organisation. These claims have a statute of limitations of six months, starting with delivery. If we have an obligation to have replacement parts on hand, this is limited to a duration of 5 years after delivery.

5.6. Additional claims are excluded if nothing else is set forth in these conditions.

6. Liability

6.1. For minor violations of obligation, our liability is limited to the foreseeable, typical contractual immediate average damage pursuant to the type of work. This also applies to the minor negligent violations of obligations of our legal representatives or agents.

6.2. We are not liable to entrepreneurs for minor negligent violation of insignificant contractual obligations.

6.3. The limitations of liability above do not affect the product liability claims of the customer. The liability limitations for bodily and health damage not attributable to us or the loss of life on the part of the customer attributable to us.

7. General Terms and Conditions

7.1. Changes and additions to this contract and its conditions must be made in writing.

7.2. Inefficacy or invalidity of one of the aforementioned conditions does not affect the validity of the contract as a whole. If one condition of this contract becomes invalid, it must be replaced by a valid condition which best reflects the purpose of the invalid condition.

7.3 The legal relationships between us and the customer are subject exclusively to the laws of the Federal Republic of Germany Application of the uniform international commercial law is excluded.

7.4. If the customer is a merchant under the Commercial Code, a legal person under public law or a legal entity under public law, the exclusive court of jurisdiction for all disputes arising directly or indirectly from this contract is Wertheim, agreed with the stipulation that we can also sue the customer in their general jurisdiction. The same applies if the customer does not have a general jurisdiction in Germany or if the domicile or normal residence is not known at the time the complaint is filed.

7.5. The customer knows that their personal data is collected and processed for business purposes in doing business with us. The customer agrees to this and is notified under § 33 (1) of the Federal Data Protection Act.

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