Conditions of Purchase JUTEC GmbH

These Terms and Conditions of Purchase shall form an integral part of the order. Conflicting or deviating terms and conditions of delivery of the Supplier shall not be recognized unless the Purchaser has expressly agreed in writing in the individual case.

2. Unless otherwise agreed, orders shall be placed at fixed prices free to the named delivery address. The shipping and transport risk shall be borne by the supplier. All correspondence shall include the order details.

3. Orders shall be confirmed by the Supplier in writing. Any change in the scope of the order shall entitle the Purchaser to reject the delivery and to withdraw from the contract. The quantities, weights and dimensions determined by the Purchaser after delivery shall be decisive for invoicing.

4. Invoices shall separately state the net value of the goods and the value-added tax with an indication of the tax rates. Invoices must correspond to the order in terms of wording, order of text and price. Any additional or reduced services shall be listed in a separate invoice. Invoices shall be sent in duplicate, separately from the delivery of goods, at the earliest on the day of receipt of the goods. Payments shall be made subject to inspection and acceptance of the contractual performance and, unless other conditions are stipulated in writing, shall be payable within 14 days with 3% discount or within 30 days with 2% discount or 90 days net, at the discretion of the Purchaser. The time limit is triggered by the receipt of the invoice, provided that the service/delivery obligation has been fulfilled at this point in time. In the event of performance of service/delivery after receipt of invoice, the day of delivery or performance shall be decisive for the payment period.

5. The delivery period shall commence on the date of the order. If the Supplier fails to perform within the agreed delivery period, he shall be liable in accordance with the statutory provisions. Any agreed contractual penalty in the event of delayed performance/delivery shall remain unaffected by this within the scope of § 340 para. 2 of the German Civil Code (BGB). As soon as the Supplier realizes that the performance/delivery cannot be effected on time, in whole or in part, it shall notify the Purchaser thereof in writing without undue delay, stating the reasons and the duration of the delay. The Supplier's liability shall remain unaffected thereby.

6. The Supplier warrants that the service/delivery item does not have any defects impairing its value or its suitability, that it complies with the conditions specified in the quality as well as with the warranted characteristics, the generally recognized rules of technology, the latest regulations of the authorities, the Equipment Safety Act, the respectively applicable safety requirements and the occupational safety and accident prevention regulations. The Supplier undertakes to carry out and maintain effective quality assurance and to provide evidence thereof to the Purchaser upon request. The Purchaser shall be entitled to check the Supplier's quality assurance procedures at any time. If the service/delivery item does not comply with this, the Purchaser may, at its option, assert the rights to which it is entitled under the German Civil Code. To the exclusion of § 311 of the German Commercial Code (HGB), the Purchaser reserves the right to give notice of defects within two months from receipt of the goods or from discovery of hidden defects. Unless otherwise agreed, the period of limitation for defects shall be 2 years after commissioning or use of the service/delivery by the Purchaser. Unless otherwise agreed, it shall end no later than 2 1/2 years after delivery. The period of limitation for defects for Supplies which, in accordance with their normal use, are intended for use in a building, shall be 5 years from the date of installation of the materials in the building or a maximum of 5 1/2 years after delivery of the materials. In the case of notices of defect, the period of limitation for defects shall be extended by the period of time between the notice of defect and the rectification of the defect. If the delivery item is replaced, the limitation period for defects shall start again. In the case of partial replacement, this shall apply to the replaced parts. The parts objected to on the basis of the limitation period for defects shall remain at the disposal of the purchaser until the delivery of a replacement. In urgent cases or if the Supplier fails to remedy the defect or is unsuccessful in doing so, the Purchaser may remedy the defect at the Supplier's expense or have recourse to the other statutory claims. Otherwise, the Supplier shall be liable in accordance with the statutory provisions.

Rights and obligations arising from this order and its execution shall only be transferable with the written consent of the Purchaser. Claims of the Supplier against the Purchaser may only be assigned with the written consent of the Purchaser. The Supplier warrants that the delivery and use of the object of performance/delivery does not infringe patents, licenses and industrial property rights of third parties. Any license fees shall be borne by the Supplier. The Purchaser's order documents as well as the knowledge and experience derived therefrom shall be kept secret.

8. If tests are planned for the service/delivery item, the Supplier shall bear the material and personnel testing costs. The Supplier shall give the Purchaser binding notice of the readiness for testing at least 1 week in advance and agree a test date with the Purchaser. If repeated or further inspections are necessary as a result of failure to observe the agreed date or if defects are discovered, the Supplier shall bear all material and personnel costs for this, including the costs of the Purchaser.

9. The delivery bill and packing slip must be enclosed with the delivery. As a matter of principle, the Supplier shall pack, label and ship hazardous products in accordance with the nationally/internationally applicable regulations. Accompanying documents must be issued accordingly. The supplier shall be liable for any damage and shall bear any costs arising from non-compliance with these regulations. He shall also be responsible for compliance with these shipping instructions by his subcontractors.

10. All drawings, guidelines, analysis methods, recipes and other documents which the Purchaser makes available to the Supplier for the manufacture of the service/delivery item shall remain the property of the Purchaser. They may not be used by the Supplier for other purposes, reproduced or made available to third parties. Upon request, all documents, including any copies and duplicates, shall be returned to the Purchaser without delay.

11. If the Supplier carries out assembly, maintenance, inspection, repair, etc. at the Purchaser's works or construction sites, the Purchaser's safety and regulatory provisions for external companies shall apply. These shall be handed out before the start of the work or shall be requested from the Purchaser. The Supplier shall bear the risk for any property of the Supplier or its employees brought in during work at the Purchaser's works or construction sites.

12. Personal data of the Supplier shall be processed by the Purchaser in compliance with the Data Protection Act.

13. The place of performance for all deliveries and services shall be the place of receipt specified in the order. The exclusive place of jurisdiction is 65549 Limburg.

14. By accepting this order, the above terms and conditions are accepted without reservation. Any other terms and conditions of sale, payment and delivery of the supplier are hereby rejected.

Version: July 2003