Date: 03.08.2011

For contracts concluded between Pattberg Maschinenbauteile GmbH, Bochum, represented by its Managing Director Ahmet Möhür (hereinafter “Supplier”) and the respective customer (hereinafter “Buyer”).

§ 1 General Provisions, Scope of Application

(1) These General Terms and Conditions of Sale (“GTC”) apply to all our business relationships with our customers. The GTC apply only if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.

(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also: “Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). The GTC, in their respective version, also apply as a framework agreement to future contracts for the sale and/or delivery of movable goods with the same Buyer, without our having to refer to them again in each individual case.

(3) Our GTC shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their applicability. This requirement of consent applies in any case, for example even if, with knowledge of the Buyer’s terms and conditions, we carry out delivery to the Buyer without reservation.

(4) Individual agreements made with the Buyer in a specific case (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements.

(5) Legally relevant declarations and notices to be made by the Buyer to us after conclusion of the contract (e.g. setting of deadlines, notices of defects, declaration of rescission or reduction) must be made in writing to be effective.

(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply, unless they are directly amended or expressly excluded in these GTC.

§ 2 Conclusion of Contract

(1) Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions or documents – including in electronic form – to which we reserve title and copyright.

(2) The Buyer’s order for the Goods shall be deemed a binding offer to conclude a contract. Unless otherwise stated in the order, we are entitled to accept this offer within two weeks of its receipt by us. (Two to four weeks is considered customary in the industry.)

(3) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the Goods to the Buyer.

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be approximately 12 weeks from conclusion of the contract.

(2) If we are unable to meet binding delivery periods for reasons for which we are not responsible (unavailability of performance), we will inform the Buyer of this without delay and at the same time notify the Buyer of the anticipated new delivery period. If the performance is not available even within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any consideration already provided by the Buyer. Failure of our supplier to deliver to us in time shall in particular be deemed a case of unavailability of performance within this meaning, provided we have concluded a congruent covering transaction. Our statutory rights of withdrawal and termination and the statutory provisions on the handling of the contract in the event of exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance) remain unaffected. The Buyer’s rights of withdrawal and termination under § 8 of these GTC also remain unaffected.

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the Buyer is required. If we are in delay in delivery, the Buyer may demand a lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total no more than 5% of the delivery value of the Goods delivered late. We reserve the right to prove that the Buyer has suffered no damage at all, or only significantly less damage than the aforementioned lump sum.

§ 4 Delivery, Passing of Risk, Acceptance, Delay in Acceptance

(1) Delivery shall be made ex warehouse, which is also the place of performance. At the Buyer’s request and expense, the Goods will be shipped to a different destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the mode of dispatch ourselves (in particular the carrier, shipping route, packaging).

(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer no later than upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass upon delivery of the Goods to the freight forwarder, the carrier, or any other person or entity designated to carry out the shipment. If acceptance (Abnahme) has been agreed, this shall be decisive for the passing of risk. In all other respects, the statutory provisions of the law governing contracts for work shall apply accordingly to any agreed acceptance. Handover or acceptance shall be deemed to have taken place if the Buyer is in delay of acceptance.

(3) If the Buyer is in delay of acceptance, fails to cooperate, or if our delivery is delayed for other reasons for which the Buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this, we shall charge a lump-sum compensation of 5% of the order value per calendar day, commencing with the delivery period or, in the absence of a delivery period, with notification that the Goods are ready for dispatch.

Proof of greater damage and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be credited against any further monetary claims. The Buyer retains the right to prove that we have suffered no damage at all, or only significantly less damage than the aforementioned lump sum.

§ 5 Prices and Terms of Payment

(1) Unless otherwise agreed in a specific case, our prices current at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT.

(2) In the case of sale by dispatch (§ 4 (1) of these GTC), the Buyer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the Buyer. The Buyer shall bear any customs duties, fees, taxes and other public charges. We do not take back transport packaging or any other packaging in accordance with the Packaging Ordinance; it becomes the property of the Buyer, with the exception of pallets.

(3) The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the Goods, unless otherwise agreed between the parties.

(4) The Buyer shall be in default upon expiry of the aforementioned payment period or the payment period agreed in an individual contract. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to assert further damage caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

(5) The Buyer shall only be entitled to set-off or retention rights to the extent that its claim has been legally established or is undisputed. In the case of defects in delivery, § 7 (6) of these GTC remains unaffected.

(6) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the Buyer’s inability to pay (e.g. through the filing of a petition to open insolvency proceedings), we are entitled, in accordance with the statutory provisions, to refuse performance and – if necessary after setting a deadline – to withdraw from the contract (§ 323 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made items), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

§ 6 Retention of Title

(1) We retain title to the Goods sold until full payment of all our present and future claims arising from the purchase agreement and an ongoing business relationship (secured claims).

(2) The Goods subject to retention of title may not be pledged to third parties or assigned as security prior to full payment of the secured claims. The Buyer must notify us in writing without delay if and to the extent that third parties gain access to Goods belonging to us.

(3) In the event of the Buyer’s conduct in breach of contract, in particular non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with the statutory provisions and to demand return of the Goods on the basis of the retention of title and the withdrawal. If the Buyer fails to pay the purchase price due, we may only assert these rights if we have first unsuccessfully set the Buyer a reasonable deadline for payment or if setting such a deadline is dispensable under the statutory provisions.

(4) The Buyer is entitled to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall additionally apply.

(a) The retention of title extends to the products resulting from processing, mixing or combining our Goods, to their full value, whereby we are deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods belonging to third parties, their title remains in existence, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as applies