General Terms and Conditions of Sale of

Lumberg Connect GmbH

hereinafter referred to as Lumberg

I. General Provisions

1. These General Terms and Conditions of Sale apply exclusively. Lumberg

neither recognizes conflicting conditions nor deviating terms and condi-

tions of sale of the Purchaser unless Lumberg expressly agreed to their

application in writing. These Terms and Conditions of Sale apply even in

the case of Lumberg being aware of the Purchaser’s terms and conditions

conflicting with, or deviating from these General Terms and Conditions of

Sale and performing the Purchaser’s delivery without reservation.

2. All agreements made between Lumberg and the Purchaser for the pur-

pose of fulfilling this contract are stipulated in writing in this contract.

3. These Terms and Conditions of Sale apply exclusively to companies in the

meaning of Sect. 310 (1) BGB (German Civil Code).

4. These Terms and Conditions of Sale apply equally to any and all future

business between Lumberg and the Purchaser.

5. Offers (e.g. quantity, delivery time, price) are without obligation and

non-binding. Concrete delivery obligations shall come into being only

upon order confirmation. Cost estimates, drawings, drafts and other doc-

uments (hereafter referred to as the Documents) can be adjusted. These

shall only be binding where Lumberg expressly designates them as such.

6. Lumberg shall reserve unlimited proprietary rights and copyrights to all

Documents. Documents shall be made available to third parties only

where Lumberg has indicated prior consent or where this is necessary

owing to legal regulations. Documents shall not be exploited in any other

way without the consent of Lumberg. In the event that the order is not

awarded, Documents must be returned immediately upon request.

7. Partial deliveries shall be permitted where deemed reasonable by the

Purchaser.

II. Delivery Deadlines, Delay

1. Delivery periods and deadlines specified by Lumberg shall refer to the

shipping date of the goods. The meeting of a delivery deadline shall

require that all Documents, necessary permits and approvals, especially of

plans, shall be furnished by the Purchaser on time, in addition to the

Purchaser’s compliance with the agreed terms of payment and other obli-

gations. If these requirements are not met in time, those deadlines shall

be extended accordingly. However, this clause shall not apply on condi-

tion that the delay is Lumberg's responsibility. Lumberg reserves the right

to object to unfulfilled contracts.

2. Force majeure or events which prevent Lumberg from supplying or which

considerably impair such goods at no fault of Lumberg's shall entitle

Lumberg to postpone the date of delivery or withdraw from the contract.

3. In the event that Lumberg is unable to meet an agreed deadline on

account of reasons for which it is responsible, or if the company defaults

for any other reason, the Purchaser shall be obliged to grant a reasonable

period of grace. Lumberg is liable in accordance with legal regulations

insofar as the delayed delivery is due to the willful or gross negligent

breach of contract for which Lumberg is responsible. Any representative

or vicarious agent at fault shall be attributed to Lumberg. Insofar as the

delayed delivery is due to a gross negligent breach of contract for which

Lumberg is responsible, Lumberg’s liability for damages shall be limited

to the foreseeable damage that typically occurs.

4. Lumberg shall be liable in accordance with legal regulations insofar as

the underlying contract constitutes a fixed date transaction in the mean-

ing of Section 286 (2) no. 4 BGB (German Civil Code), or of Section 376

HGB (German Commercial Code). Lumberg shall equally be held liable in

accordance with legal regulations insofar as the consequence of a de -

layed delivery for which Lumberg is responsible results in the Purchaser

being entitled to enforce that his interest in the further fulfillment of the

contract turned out in discontinuance.

5. Lumberg shall also be liable in accordance with legal regulations if the

delayed delivery for which Lumberg is responsible is due to the culpable

violation of a major contractual obligation. In this case, however, the lia-

bility for damages shall be limited to the foreseeable damage that typi-

cally occurs.

6. Where Lumberg defaults, Lumberg shall be liable for each full week of

delay to effect a lump-sum compensation amounting to 0.5% of the

delivery value, yet not exceeding 5% of the delivery value.

7. In the case of call orders without agreement on specific delivery dead-

lines, Lumberg shall be entitled to demand a mandatory definition of

such dates up to three months after the confirmation of order. If the

Purchaser fails to comply with this request within three weeks, Lumberg

shall be entitled to impose a second deadline of two weeks and withdraw

from the contract after this period has expired or reject any delivery, and

claim compensation.

8. If the Purchaser is in default of acceptance, he culpably breaches his duty

to co-operate, or if at the request of the Purchaser the dispatch or deliv-

ery are delayed by more than one month after readiness for shipping has

been indicated, storage charges amounting to 0.5% of the price of the

objects of delivery may be imposed on the Purchaser for every month

commencing (up to a maximum of 5%). The contracting parties are at lib-

erty to furnish evidence of higher or lower storage charges. The right to

assert further claims or rights remains reserved.

9. Insofar as the requirements as set forth under no. (8) apply, the risk of

accidental loss or accidental deterioration of the delivery passes to the

Purchaser at such moment when the latter comes into default of accept-

ance.

10. If the contract entered into obliges Lumberg to deliver in advance,

Lumberg may refuse to fulfill the performance owed if it becomes appar-

ent after entering into the contract that Lumberg’s right to consideration

is jeopardized as a result of the Purchaser’s lack of performance capabili-

ty. This applies in particular if the consideration to which Lumberg is enti-

tled, due to a substantial deterioration in the Purchaser’s financial situa-

tion, is jeopardized.

III. Dispatch, Transfer of Risk, Return of Packaging

1. The risk shall be transferred to the Purchaser even in the case of a pre-

paid delivery as soon as the goods have left Lumberg's manufacturing

location. Lumberg may choose the means of transport at its discretion

unless a specific type of transport has been agreed with the Purchaser. A

transport insurance shall only be taken out following a separate agree-

ment. If the dispatch is delayed for reasons beyond Lumberg's responsi-

bility, any risk shall be transferred to the Purchaser at the time readiness

for shipping is communicated; Lumberg shall then have the right to store

the goods at the expense of the Purchaser (art. II no. 8).

2. Lumberg shall only accept the return of used transport packaging (with-

in the meaning of the Packaging Regulations) if the latter is returned

with carriage prepaid, to Lumberg's manufacturing location.

IV. Pricing, Terms of Payment, Default

1. Unless otherwise indicated in the order confirmation, prices shall apply ex

works, excluding packaging, which will be invoiced separately.

2. If the agreed delivery period exceeds four (4) months, Lumberg shall have

the right at the expiry of that time to consider alterations of cost factors

having occurred in the meantime (especially due to changes in the price

of materials or due to collective agreements) by adapting its prices or by

a recalculation.

3. Statutory value added tax is not included in the prices and is itemized on

the invoice on the day of invoicing in the statutory amount.

4. Any discount is subject to a separate written agreement.

5. Unless the order confirmation states otherwise, the purchase price is

payable net (without deduction) within 30 days as of the invoice date.

The statutory regulations pertaining to consequences of a default of pay-

ment apply.

6. The Purchaser is only entitled to rights of offsetting if his counterclaims

have been established as final and absolute, are undisputed or recog-

nized by Lumberg. Also, the Purchaser is entitled to exercise a right of

retention insofar as his counterclaim is based on the same contractual

relationship.

7. If the Purchaser fails to meet his payment obligations toward Lumberg in

time, Lumberg shall be entitled to make all claims (including those based

on a draft) due immediately and make any further deliveries conditional

on immediate payment. This shall also apply if circumstances become

known which may cause doubts as to the Purchaser’s credit-worthiness

V. Liability for Material Defects

Lumberg shall be liable for material defects as follows:

1. Claims for defects of the Purchaser require that the Purchaser properly

complied with his owed duties of inspection and notification of defects

pursuant to Section 377 BGB (German Civil Code).

2. Notice must be given in writing of material defects, incorrect deliveries

and deliveries of a quantity less than contracted as well as defects that

are visible, without delay and at the latest within 10 days of receipt of the

goods at the point of destination. Where concealed defects are ascer-

tained, these must be notified in writing within three (3) working days of

discovery.

3. All parts or services found to be defective within the period of limitation

– irrespective of the time of operation – must be, at the discretion of the

Purchaser, reworked free of charge, supplied anew or rendered anew,

provided that the cause of the material defect already existed at the time

risk was transferred.

4. Delivery quality and/or quality agreements that differ from those defined

by Lumberg must be agreed in writing upon award of contract at the lat-

est. A guarantee as to the attributes or durability that results in strict lia-

bility shall only apply where Lumberg has expressly guaranteed details of

attributes or durability in writing.

5. Goods which were claimed to be defective shall not be subjected to fur-

ther treatment. If claims for defects are justified, Lumberg shall be liable

for the expenses for dispatch and packaging of the goods returned and

the new delivery. Rework performed without authorization by Lumberg

and the improper treatment shall result in the loss of justified claims for

warranty.

6. In all cases, Lumberg shall be granted the opportunity for subsequent

compliance within a reasonable period. Compensation claims under the

terms of art. VI may only be asserted by the Purchaser where subsequent

compliance was not rendered.

7. If the supplementary performance fails, the Purchaser may – irrespective

of potential claims for compensation as specified in art. VI – withdraw

from the contract or reduce payment.

8. Claims for defects shall not be deemed justified in case of inconsiderable

deviations from the properties stipulated or in the case of inconsiderable

impairment of usability only. In addition claims for defects shall not apply

in case of natural wear or damage which – after the transfer of risk – may

arise from improper or negligent handling, excessive use, inappropriate

working materials or due to special external influences not provided for

under to the contract. If the Purchaser or any third party perform improp-

er modifications or repair work, no claim for compensation can be lodged

for consequences resulting from them.

9. In the case of notifications of material defects, payments by the Purchaser

may be withheld to an extent commensurate with the material defects

established. However, the Purchaser may only withhold payments where

there is clear justification for a material defect being asserted. Where the

notification of defect is unjustified, Lumberg shall be entitled to demand

compensation from the Purchaser for expenses incurred.

10. Purchaser's claims for expenditure which were necessary to effect post-

delivery performance, e.g. the costs of transport, road, work and materi-

al, shall be excluded if expenses are increased because the object of deliv-

ery has been taken to a location different from the Purchaser's; this shall

not apply if such a transport is in compliance with the intended use.

11. Claims based on the legal right of recourse by the Purchaser against Lum -

berg shall only exist to the extent that the Purchaser had not come to an

agreement with his end customer beyond the legal claims for defects. In

addition, art. V no. 10 shall also apply to the extent of the Purchaser's

right of recourse against Lumberg.

12. Further, art. VI (further claims for compensation) shall be applicable to

claims for damages. Further claims by the Purchaser or other claims than

those governed by these art. V and VI lodged by the Purchaser against

Lumberg and its vicarious agents that are based on a material defect,

shall be excluded.

13. The limitation period for claims for defects is twelve (12) months as of the

transfer of risk.

14. The limitation period in the case of a delivery recourse pursuant to

Sections 478, 479 BGB (German Civil Code) is not affected; the period is

five (5) years starting as of delivery of the defective items.

VI. Claims for Compensation

1. Claims for compensation and expenses by the Purchaser – irrespective of

the legal basis – particularly on account of culpa in contrahendo, other

breaches of contractual duty or tort liability for replacement of physical

damage pursuant to Section 823 BGB (German Civil Code), shall be

excluded.

2. The limitation pursuant to no. (1) applies also insofar as the Purchaser,

instead of a claim for replacement of the physical damage demands the

replacement of frustrated expenses.

3. Lumberg shall be unlimitedly liable under the legal regulations for injury

to life, limb and health resulting from an intentional or negligent breach

of duty on the part of Lumberg, its legal representatives or vicarious

agents, and for damage covered by liability under the Product Liability

Act. Lumberg shall also be liable for all damage in connection with inten-

tional or grossly negligent contractual violations, including fraudulent

intent on the part of its legal representatives and vicarious agents.

Insofar as Lumberg is not accused of an intentional breach of contract,

the liability for damages is limited to the foreseeable damage that typi-

cally occurs.

4. Where Lumberg has provided a guarantee as to the quality or durability

of the goods or parts thereof, Lumberg shall also be liable in respect of

this guarantee. However, Lumberg shall only be liable for damage which

is based on the absence of the guaranteed attributes or durability but

which is not directly connected with the goods in question where the risk

of such damage is clearly understood from the guarantee as to attributes

or durability.

5. Lumberg shall also be liable for damage caused by slight negligence

where this negligence concerns the violation of central contractual obli-

gations. The same shall apply where the Purchaser is entitled to claims for

compensation in lieu of performance. However, Lumberg shall only be

liable where the damage is typically linked to the contract and the fore-

seeable. The regulations above do not provide for an amendment to the

burden of proof to the disadvantage of Purchaser.