General Conditions of Delivery and Payment of SW-Stahl GmbH (version: 09/2013)

§ 1 General

These General Conditions of Delivery and Payment apply for all contracts of SW-Stahl & Werkzeugvertriebs GmbH with businesspersons, legal entities under public law and special funds under public law, including in the future, regarding deliveries and other services. They also apply to all contracts and offers with private customers. Our offers are non-binding. They are hereby merely invitations to submit offers. Verbal agreements, commitments, assurances and guarantees made by our employees in connection with the conclusion of a contract and with the performance of the contract will only become binding with our written confirmation. Terms and conditions or agreements that are different to these Conditions will not be acknowledged, even if we do not explicitly object to them again after we receive them. Other conditions will only become binding if they are confirmed by us in writing.

§ 2 Prices and forwarding costs: All prices are in euros (€). If prices are not agreed explicitly, our price list valid upon the conclusion of the contract applies. Forwarding generally takes place with transport companies tasked by us under the agreed conditions. The forwarding costs will be indicated in our offers and invoiced to the buyer separately from the purchase price.

§ 3 Quality, dimensions and weight: Samples and models are considered approximate demonstration pieces for quality, size and colour; they remain our property. Mere reference to DIN/EN standards is generally only for closer identification of the goods and therefore contains no assurance by us, unless an assurance has been explicitly agreed. Quality and dimensions are otherwise based on the DIN/EN standards applicable upon the conclusion of the contract, or material specification sheets, or according to trade practice in the absence thereof.

§ 4 Payment and offsetting: We are entitled to assign our claims to third parties. Unless otherwise agreed in writing or stated in our offers or invoices, the purchase price is payable within 30 days with no on-time payment discount. For payments within 10 days of the date of the invoice, an on-time payment discount of 2% of the gross amount will be granted, not including forwarding costs. Payments must be made in a manner in which we can access the amount on the due date. The costs of the payment transaction shall be borne by the orderer. Invoice settlement by cheque or exchange requires our explicit written permission and is always subject to fulfilment (§ 364[2] BGB [German Civil Code]). From the time of default, we are entitled to charge the orderer interest to the amount of the credit costs we have to pay ourselves, but a maximum of the statutory default interest rates in accordance with § 288 BGB (5 percent over the base interest rate for contracts with consumers, and 8 percent over the base interest rate for contracts in which a consumer is not involved). The right to assert further default claims remains explicitly reserved. Per dunning letter, we will charge the orderer a flat-rate cost of €5.00. The right is reserved for the orderer to demonstrate that we have suffered no loss at all or loss to a significantly lower extent. If it becomes visible, after the conclusion of the contract, that our payment claim is jeopardised by a lack of capability on the part of the orderer, we have the rights set out under § 321 BGB (defence of uncertainty). In this case, we are also entitled to declare due all claims from the current business relationship with the orderer that are not expired. Otherwise, the defence of uncertainty extends to all other outstanding deliveries and services from the business relationship with the orderer. The orderer only has offsetting and retention rights insofar as its counterclaims are undisputed or declared legally valid.

§ 5 Performance of the deliveries, transfer of risk, delivery deadlines and dates: For all of our deliveries, the loading point is the place of performance. In the case of delivery to another place, the orderer bears the risk. In this case, the delivery will take place at the agreed place. We will determine the means and route of transport, as well as the carrier and freight forwarder. Upon the transfer of the goods to a carrier or freight forwarder, and at the latest after departure from the store or supply works, the risk, including that of a seizure of the goods, is transferred to the orderer for all transactions, even in the case of carriage paid deliveries. Our delivery obligation is subject to proper and timely self-delivery, unless the improper or delayed self-delivery is caused by us. Otherwise, information about delivery times is approximate and therefore non-binding. Delivery periods begin on the date of our order confirmation. They will be extended in each case by the time frame during which the orderer fails to fulfil its obligations towards us. This applies accordingly for delivery dates. For the observance of delivery deadlines and dates, the time of sending from the works or store is decisive. They are considered observed upon ready-for-dispatch notification, if the goods cannot be sent through no fault of our own. In the case of force majeure, wage freezes or price freezes, or industrial disputes, we are entitled to postpone the delivery date for the duration of the effects. Delivery “frei Lager” (free from place of storage) means delivery without unloading by the deliverer, under the condition of an accessible approach road, which can be driven on with a loaded heavy goods vehicle. If such a road is not available, or if the delivery vehicle leaves the approach road upon request, we are not liable for occurring damage. We are entitled to provide partial deliveries to a reasonable extent.

§ 6 Extended retention of title: All delivered goods will remain our property (conditional goods) until the satisfaction of all claims, in particular the respective balance claims we are entitled to within the framework of the business relationship (balance reservation). This also applies for all future and conditional claims, e.g. from acceptors’ bills and also if payments are made in respect of specially designated claims. This balance reservation will definitively cease to apply upon the settlement of all claims that are still outstanding and included in this balance reservation at this point in time. As long as the goods are not fully paid for, the orderer must keep the goods for us on a trust basis, and store the goods separately from its property and the third party, and store, secure and insure the conditional goods properly, as well as labelling them as our property. If conditional goods are handled or processed by the orderer in accordance with § 950 BGB, the handling or processing takes place for us, but it will not result in any obligations for us. The handled or processed goods are considered conditional goods within the meaning of § 7(1) of these Conditions. Upon the processing, connection or combination of the conditional goods with other goods of the orderer, we are entitled to the proportionate co-ownership of the new item, in the ratio of the invoice value of the conditional goods to the invoice value of the other goods used. If our ownership ceases to exist due to connection or combination, the orderer will already transfer to us its ownership rights for the new stock or the item, to the extent of the invoice value of the conditional goods, and it will store them for us free of charge. Our co-ownership rights are considered conditional goods within the meaning of § 7(1) of these Conditions. The orderer may only sell the conditional goods in the ordinary course of business under its normal terms and conditions of business, and as long as it is not in default, provided that the claims from the resale in accordance with § 7(4-6) of these Conditions are transferred to us. It is not entitled to otherwise access the conditional goods. The claims from the resale of the conditional goods will already be assigned to us together with all securities that the orderer acquires for the claims. They will serve as security to the same extent as the conditional goods. If the conditional goods are sold by the orderer together with other goods not supplied by us, we will be assigned the claim from the resale in the ratio of the invoice value of the conditional goods to the invoice value of the other goods. During the sale of goods which we co-own in accordance with § 7(2) of these Conditions, we will be assigned a portion pursuant to our co-ownership percentage. The orderer must retain all remuneration (including any insurance payments) for the seller and keep the funds separate from its assets and the third party. The orderer is entitled to collect payments from the resale or conditional goods. This collection authorisation will cease to exist in the event of our revocation, and at the latest upon payment default, failure to redeem a bill, or an application to initiate insolvency proceedings. We will only make use of our revocation right if it becomes evident after the conclusion of the contract that our payment claim from this or other contracts with the orderer is jeopardised by its performance inability. At our request, the orderer is obliged to inform its customers immediately about the assignment to us, and transfer us the documents necessary for collection. Any further assignment of claims from the resale by the orderer is not permitted, unless it is an assignment by way of recourse factoring which is demonstrated to us, and during which the factoring proceeds exceed the value of our secured claim. With the crediting of the factoring proceeds, our claim will become due immediately. The orderer must inform us immediately about an assignment or other impairments by third parties. The orderer will cover all costs that have to be incurred to suspend access or for the return transport of the conditional goods, if these are not reimbursed by third parties. If the orderer does not fulfil this obligation, it will be liable for the loss incurred. If the orderer defaults on a payment or fails to redeem a bill upon maturity, we are entitled to withdraw the conditional goods, and to enter the business or property of the orderer for this purpose, if necessary. The same applies if it becomes evident after the conclusion of the contract that our payment claim from this or other contracts with the orderer is jeopardised by its inability to perform. The return is not considered a withdrawal from the contract; in particular a withdrawal from the contract is not necessary to assert the retention of title, unless the contractual partner is a consumer. The provisions of the InsO (Insolvency Statute) hereby remain unaffected. If the invoice value of the existing securities exceed the secured claims including additional claims (interest, costs etc.), we are obliged, at the request of the order, to release securities in this respect at our discretion.

§ 7 Return of goods, guarantee, defect complaints: The return of delivered goods, particularly custom-made products and special orders, is generally excluded. In the event of a voluntary return of the materials supplied by us, we are entitled to the settlement of all return costs, at a flat rate of 15% of the value of the goods. Applicable freight costs will be at the expense of the orderer. A credit note will only be issued after the return of the original invoice. For material defects, the guarantee provisions of the German Civil Code (BGB) apply. Material defects of goods must be pointed out in writing immediately, seven days after delivery at the latest. Material defects that cannot be discovered within this deadline, even with a meticulous examination, must be immediately pointed out in writing, before the expiry of the agreed or statutory limitation period – and the handling or processing stopped immediately. Transport damages must be reported to us immediately in writing. In the case of delivery by rail, commercial goods vehicles (long distance or local) or other modes of transport, the orderer must carry out the necessary formalities with the carrier. Complaints cannot be lodged for breakage and loss customary in the industry. If the orderer does not give us the immediate opportunity to convince ourselves of the presence of the material defect, in particular if it does not provide the disputed goods or samples thereof immediately upon request, the rights of the orderer due to the material defect will cease to apply. In the case of legitimate and timely notification of defects, we can rectify the defect or provide a defect-free item (subsequent performance) at our discretion. In the event of a failure or refusal to render subsequent performance, the orderer can demand a reduction, or withdraw from the contract after the expiry of a suitable grace period set by it. If the defect is not significant, it will only be entitled to a reduction. We will only cover costs in connection with the subsequent performance if, in individual cases, they are suitable, particularly in relation to the invoice price of the goods.

§ 8 General liability restriction: Based on the violation of contractual and extracontractual obligations, in particular due to impossibility, delay, fault during contract initiation, and unauthorised actions, we are only liable – including our managerial staff and other vicarious agents – in cases of intent and gross negligence, limited to the loss foreseeable and typical of the contract at the time the contract was concluded. The restrictions do not apply for culpable violations of essential contractual obligations, if the achievement of the purpose of the contract is hindered, in the case of loss of life, physical injury or damage to health, or if and to the extent that we have fraudulently concealed the material defect or guaranteed its absence. The rules on burden of proof hereby remain unaffected.

§ 9 Place of jurisdiction and applicable law: For all legal relationships between us and the orderer, German non-unified law applies in addition to these Conditions, in particular the BGB and HGB in their respective valid versions. If the prerequisites exist for an agreement on jurisdiction in accordance with § 38 ZPO (German Code of Civil Procedure), the place of jurisdiction for all claims of the contracting parties, and for exchange and cheque claims, is the decisive statutory place of jurisdiction for our company head office.

§ 10 Data privacy: Business-related data of the clients will be stored by us and only used for our own business relationship, to the extent legally permitted. In order to check creditworthiness, we are entitled to obtain information from Schufa AG and other legally permitted credit information services.

§ 11 Additional agreements for traders: If the prerequisites exist for an agreement on jurisdiction in accordance with § 38(1) ZPO (German Code of Civil Procedure), the place of jurisdiction for all claims of the contracting parties, and for exchange and cheque claims, is the decisive statutory place of jurisdiction for our company head office. For transactions covered under § 377 HGB (German Commercial Code), the following applies: Non-obvious defects, and defects that appear during or after processing, must be reported immediately after their discovery, within eight working days at the latest. The inspection obligation in accordance with § 377 HGB remains effective. If our terms and conditions do not reach a trader with the offer, or if they are not passed on to him/her at another opportunity, they will apply if he/she was familiar or would have to have been familiar with them from a previous business relationship. If two confirmation letters overlap and contain different terms, the content of our confirmation letter applies. Failure by us to comply with a delivery date or a delivery deadline only entitles the orderer to assert its legal rights if it has set us a suitable grace period, lasting a minimum of 14 days. If we provide services or take part in such, we will only bear the risk until the acceptance of the work. If the work is damaged or destroyed before acceptance, by force majeure or other circumstances for which we are not responsible, we are entitled to payment for the work carried out thus far, including our costs incurred until then. If the orderer carries out rectification or has it carried out, without our consent and without giving us opportunity to carry out the rectification, our liability will cease to apply. If we incur expenses at the request of the orderer, and it transpires that we are not at fault for the defect, the order is obliged to reimburse us for the costs incurred. In the event that the orderer experiences payment difficulty, especially in the event of payment default, and cheque or exchange protests, we are entitled to only carry out further deliveries and services in return for advance payment, make all outstanding invoice amounts – including deferred amounts – due immediately, and demand cash payment or securities in return for bills taken subject to payment. The orderer will refrain from asserting a right of retention from previous or other transactions in the current business relationship. The offsetting of counterclaims is only permitted if they are acknowledged by us and due for payment, or declared legally valid.

Conditions of Purchase of SW-Stahl GmbH (version: 05/2013)

1 Scope of application: For all purchases and orders carried out by us, only our Conditions of Purchase apply. We do not acknowledge conditions of the contractual partner that are contradictory, or that deviate from our Conditions of Purchase or the law to our disadvantage, unless we have explicitly agreed to their applicability in writing. Our Conditions of Purchase also apply if we unconditionally accept the deliveries or services of the contractual partner in the knowledge of contradictory or different conditions of the contractual partner. Our Conditions of Purchase only apply for entrepreneurs, legal entities under public law, and special funds under public law, within the meaning of § 310(1) and § 14 BGB [German Civil Code]. Our Conditions of Purchase also apply for all future transactions with the contractual partner.

§ 2 Order and conclusion of contract: We will remain bound to our orders for the duration of one week. If the contractual partner does not accept our order within a time limit of one week from its receipt, we can revoke our order at any time. If the contractual partner declares acceptance after one week since the receipt of our order, this declaration of acceptance will be considered a new order, which must, in turn, be accepted by us. If the order confirmation of the contractual partner differs from our order, our contractual partner is obliged to inform us explicitly about this circumstance. In this case, the contract will only come about with our explicit written consent to the change. The contractual partner is obliged to check that our order information is correct in terms of use for own delivery or service. Any objections must be sent to us in writing without delay.

§ 3 Prices and payment terms: The price stated in the order is binding. The agreed prices are applicable, plus the respective applicable statutory value added tax. In the absence of any different written agreement, the price includes delivery “frei Haus” (carriage paid). The transport, forwarding and packaging costs will be at the expense of the contractual partner. The return of the packaging requires special agreement. In the case of price setting ex works or from the sales depot, the supplier must send at the respective lowest costs, unless the orderer has prescribed a specific type of transportation. Additional costs due to failure to observe forwarding provisions will be at the expense of the contractual partner.

§ 4 Delivery, delivery times and contractual penalty: The deliveries and services ordered by us will be free to the destination stated by us – unless otherwise agreed. The dates and deadlines stated in the order for delivery, acceptance, commissioning etc. are fixed and binding. The ordered deliveries must be received by the agreed delivery date at the destination, or be ready for commissioning or acceptance at the destination by the agreed commissioning or acceptance date; services must be provided by the agreed service date. Delivery and service deadlines or dates that are, in individual cases, not considered binding but have been agreed as “expected, approximate, circa” or similar will become binding once four weeks have passed since the named date. If circumstances, which prevent the contractual partner from performing the contract on-time with the prescribed quality, occur or become recognisable to the contractual partner, it must notify us immediately in writing, stating the reasons for the hindrance. Losses that are caused due to delayed, stopped or incomplete notification must be reimbursed to us by the contractual partner. For the requirements and legal consequences of delivery or service delay, the statutory provisions apply. In particular, we are entitled to demand compensation instead of the service after the unsuccessful expiry of a suitable time period. If we demand compensation, the contractual partner has the right to also demonstrate that it is not responsible for the breach of duty. If a delivery or service by the contractual partner does not take place in a timely manner, we are entitled to withdraw from the contract after the unsuccessful expiry of a suitable deadline, even if there is no fault of the contractual partner. § 323 BGB (German Civil Code) applies. The right to assert compensation claims is also reserved after the declaration of the withdrawal. In the event of a delivery delay, the contractual partner is obliged to pay a contractual penalty of 0.15% of the order value for each full working day of the delay, but up to a maximum of 5% of the order value. If the delay only exists regarding a part of the order, the contractual penalty will be based on the order value applicable to this part. The same applies if the delay ends at different points in time. The order value in each case will include value added tax. The assertion of claims for higher compensation remains unaffected; the contractual penalty paid will thereby count towards the compensation claim.

§ 5 Transfer of risk: The risk will be transferred upon delivery “frei Haus”, unless otherwise agreed in writing. For deliveries with installation or assembly, and for services, the risk is transferred upon acceptance, and for deliveries without installation or assembly, upon receipt at the point of receipt named by us.

§ 6 Defect inspection and guarantee: The deliveries must be in accordance with the agreed quality requirements and the statutory and official provisions applicable for their manufacturing, sale and use, in particular occupational safety, accident prevention and other safety provisions, as they are set in DIN norms, UVV provisions, VDE regulations, CE standards, the Maschinenschutzgesetz (machine protection act), and similar provisions, for example, and they must comply with the accepted technical standards. The contractual partner will check the deliveries for these aspects before forwarding, and create a works or inspection certificate at our request. The protective equipment required in accordance with the applicable accident prevention provisions must also be supplied, without special notice being necessary in our orders. The liability of the contractual partner always extends to intent and negligence; we explicitly reject restrictions of the statutory guarantee rights. We must check the goods for any quality or quantity deviations and send a complaint about discovered defects to the contractual partner within a suitable time period. The complaint is timely provided that it is received by the supplier within a deadline of 30 days. If a defect is discovered within the first six months after delivery, it will be refutably assumed that the defect already existed upon the transfer of risk. We are entitled to the full statutory guarantee claims; we are entitled to demand that the contractual partner rectify the defect or carry out a new delivery. In this case, the contractual partner is obliged to bear all necessary expenses for the purpose of rectifying the error or carrying out the new delivery or new production (§ 439 BGB). The right to withdrawal or reduction, and to compensation or reimbursement of wasted expenditure, remains explicitly reserved. The duration of the guarantee is based on the statutory provisions. The contractual partner is obliged to immediately report compensation claims, after assertion by us, to its sub-suppliers, and assign these compensation claims to us for the purposes of fulfilment. It must also report the assignment to the sub-supplier immediately. Regardless of the above, the contractual partner’s own obligation towards us remains. For our recourse claims due to defective goods, the statutory regulations (§ 478, § 479 BGB) apply with the condition that we will also be entitled to recourse claims if they do not relate to a purchase of consumer goods. Furthermore, the recourse claims we are entitled to will expire, contradictory to § 479(2) BGB, six months at the earliest after the time in which we have met the requirements of our customer.

§ 7 Product liability: If a claim is asserted against us by an aggrieved party in accordance with domestic or foreign law, due to product liability, the contractual partner is obliged to release us in this respect from compensation claims at first request, provided that the cause is within the domain and organisational area of the contractual partner and it is liable itself towards third parties. Within the framework of its liability under § 7(1), the contractual partner is also obliged to reimburse any expenses in accordance with § 683 and § 670 BGB, and in accordance with § 830, § 840 and § 426 BGB, which result from or in connection with a recall action carried out by us. Regarding the content and scope of the recall measures to be carried out, we will inform the contractual partner - to the extent possible and reasonable - and provide it with an opportunity to make a statement. Other legal claims will remain unconsidered.

§ 8 Property rights: The contractual partner guarantees that no rights of third parties will be violated in connection with its delivery. If a claim is asserted against us by a third party for this reason, the contractual partner is obliged to release us from these claims at first written request. In the event of such a claim, we are entitled to obtain the necessary permission from the holder of the property rights, at the expense of the supplier, for delivery, commissioning, use etc.

§ 9 Retention of title and factoring: We do not acknowledge extended retentions of title. The same applies for contractual pledges of our claims against our customers as part of an extended reservation of title. We explicitly reserve the right to assign claims against our customers from a resale of the goods obtained from the contractual partner by way of recourse or non-recourse factoring to a factor. The contractual partner agrees to this process.

§ 10 Payments: Unless otherwise agreed in writing, payments will take place on the 15th of the month following the receipt of the invoice, with an on-time payment discount of 3%. The payment term begins as soon as the delivery or service has been carried out in full and the ordinarily issued receipt has been received. On-time payment discounts are also permitted if the orderer offsets or retains payments to a suitable extent due to defects; the payment term will begin after the complete rectification of the defect. The orderer has offsetting and retention rights to the statutory extent.

§ 11 Procurement guarantees: The contractual partner is unrestrictedly responsible for the procurement of the supplies and services necessary for the ordered deliveries and services – even in the absence of fault (full acceptance of the procurement risk). In any case, the contractual partner must be responsible for the supplies and services it procures, as well as for its own deliveries and services. This also applies in particular with respect to defects.

§ 12 Place of jurisdiction, applicable law, general provisions: If the contractual partner is a trader, legal entity under public law, or special fund under public law, the place of jurisdiction for all obligations resulting from the contractual relationship – including for exchange and cheque matters – is the head office of our company or, at our discretion, also the head office of the contractual partner. The above jurisdiction agreement also applies for contractual partners based abroad. The place of performance for all services to be provided is the head office of our company. For all rights and obligations resulting from the contractual relationship existing between us and the contractual partner, only the law of the Federal Republic of Germany applies, with the exclusion of the UN sale of goods law (CISG: United Nations Convention on Contracts for the International Sale of Goods, 11.04.1980). Should a provision in these general terms and conditions or a provision within the framework of other agreements be or become invalid, this will not affect the validity of all other provisions or agreements.