GTC

Direct to:

General terms and conditions of CSM Products, Inc.

I. WARRANTY

Limited Warranty Seller warrants that goods delivered hereunder will at delivery be free from defects in materials and workmanship and will conform to seller's operating specifications. Seller makes no other warranties, express or implied, and specifically makes NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability Seller's obligation under the warranty shall be limited to replacing or repairing at Seller's option, the defective goods within twelve (12) months from the date of shipment, provided that Buyer gives Seller proper notice of any defect or failure and satisfactory proof thereof. Defective goods must be returned to Seller's facility or to a designated Seller's service center for inspection. Buyer will prepay all freight charges to return any products to Seller's facility, or other facility designated by Seller. Seller will deliver replacements for defective goods to Buyer freight prepaid. The warranty on said replacements shall be limited to the unexpired portion of the original warranty. Goods returned to Seller for which Seller provides replacement under the above warranty shall become the property of the Seller.

The limited warranty does not apply to failures caused by mishandling or misapplication, including goods not stored or maintained in accordance with manufacturer’s instructions, goods that have the identification label or calibration label removed or altered. Seller's warranty obligations shall not apply to any goods which (a) are normally consumed in operation or (b) have a normal life inherently shorter than the warranty period stated herein.

In the event that goods are altered or repaired by the Buyer without prior written approval by the Seller, all warranties are void. Equipment and accessories not manufactured by Seller are warranted only to the extent of and by the original manufacturer's warranty. Repair or replacement goods furnished pursuant to the above warranty shall remain under warranty only for the unexpired portion of the original warranty period.

Should Seller fail to manufacture or deliver goods other than standard products appearing in Seller's catalog, Seller's exclusive liability and Buyer's exclusive remedy shall be release of the Buyer from the obligation to pay purchase price therefore.

THE FORGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY. IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY SHALL NOT APPLY. SELLER'S WARRANTY OBLIGATIONS AND BUYER'S REMEDIES THEREUNDER (EXCEPT AS TO TITLE) ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN. IN NO EVENT WILL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE.

The total liability of Seller (including its subcontractors) on any claim whether in contract, tort (including negligence whether sole or concurrent) or otherwise, arising out of or connected with, or resulting from the manufacture, sales, delivery, resale, repair, replacement or use of any goods or the furnishing of any service hereunder shall not exceed the price allocable to the product or service or part thereof which gives rise to the claim.

II. PATENTS

The Seller agrees that it will at its own expense defend any suit that may be instituted against the Buyer for alleged infringement of United States patents relating to products of Seller manufacture furnished the Buyer hereunder, (excluding products manufactured by the Seller per specifications furnished the Seller by the Buyer as to which products the Buyer must hold the Seller harmless against any such claim which arises out of compliance with the specifications so furnished provided such alleged infringement shall consist only in the use of such product by itself and not as a part of any combination or other devices and/or parts, and provided the Buyer gives the Seller immediate notice, within 10 days, in writing of any such alleged infringement and of the institution of any such suit and permits the Seller, through its counsel, to answer the charge of infringement suit and provided the Buyer gives all needed information, assistance and authority to enable the Seller to do so, and thereupon in case of a final award of damages in any such suit the Seller will pay such award, but shall not be responsible for any settlement made without its written consent.

III. DELIVERY RISK OF LOSS

Delivery of equipment shall be F. O. B. at the Seller factory, warehouse or office selected by the Seller, and at which time risk of loss shall pass to the Buyer. The Seller shall have the right to deliver all goods at one time or in portions from time to time. Title to the goods shall remain with the Seller until payment for the goods in collectible funds have been received by the Seller.

IV. FORCE MAJEURE

The Seller shall not be liable for any delay in the production, delivery, supervision or installation of any of the equipment covered hereby if such delay shall be due to one or more of the following causes: fire, strike, lockout, dispute with workman, flood, accident, delay in transportation, shortage of fuel, inability to obtain material, war, embargo, demand or requirement of the United States or any government or war activity, or any other cause whatsoever beyond the reasonable control of the Seller. In the event of delay in performance due to any cause, the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.

V. INSPECTION

Unless Buyer gives the Seller written notice of each defect or irregularity, whether patent or latent, in any item of equipment within a reasonable time after actual receipt by Buyer, it shall be conclusively presumed between Buyer and Seller that each item of equipment was delivered complete and in good repair, without any presumed between Buyer and Seller that defects, and that Buyer has accepted it as an item of equipment described on the face hereof and on forming thereto.

VI. TAXES

The amount of all present or future taxes and governmental charges upon labor or the production, shipment, sale, installation or use of the equipment covered hereby shall be added to the price and paid by the Buyer.

VII. TERMS OF PAYMENT

Subject to approval and continuance of approval of credit, by the Seller, terms of payment are as follows: (a) In the case of equipment for destination within the United States thirty days net from date of invoice.

All payments shall be in legal currency of the United States. All payments shall be remitted to CMS via check, wire transfer, or credit card. Acceptance and endorsement by the Seller of an instrument for less than the full amount which the Seller claims to be due shall not be deemed to be an admission of payment in full and any conditions to the contrary which are noted on such an instrument shall not be binding on the Seller. Prices are subject to correction for error.

VIII. OVERTIME

It is contemplated that any installation or supervision labor and services agreed on the face hereof to be performed by the Seller are to be performed during regular working hours on regular working days. If for any reason the Buyer requests the Seller to furnish any such labor or services outside of such regular working hours, any overtime or other additional expense occasioned thereby shall be billed to and paid by the Buyer as an extra.

IX. ACCEPTANCE

This quotation, all Seller's proposals, all acceptances of Buyer's orders, and all sales by Seller are expressly made conditional upon the Buyer's acceptance to the terms and conditions stated herein, and acceptance is expressly limited to the terms and conditions stated herein. Any additional or different terms proposed by waiver, change, or modification of any terms or conditions contained herein shall be binding on Seller unless made in writing and signed by an officer or authorized manager of Seller.

X. INTERPRETATION-PAROLE EVIDENCE

This writing is intended when accepted by the Buyer as a final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in the Agreement. Acceptance or acquiescence if a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement, even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code as in effect in the State of Illinois is used in this Agreement, the definition contained in such Code is to control.

XI. AUTHORITY OF CSM’S DISTRIBUTORS

No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation representation or warranty concerning the goods offered for sale under this proposal and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within this proposal it has not formed a part of the basis of this bargain and shall not in any way be enforceable by the Buyer.

XII. CANCELLATION

Orders for products not normally in stock or requiring engineering services or otherwise requiring special attention are not subject to cancellation. Any other order may be canceled by the Buyer only upon written notice and upon payment of reasonable and proper cancellation charges shall include, but not be limited to, all costs identified to the order which have been incurred up to the date of notice of cancellation and cost of canceling orders.

XIII. ASSIGNMENT

Any assignment of this contract or any rights hereunder by the Buyer without written consent of the Seller shall be void. Provisions of this contract are for the benefit of the Buyer and not for any other person.

XIV. GOVERNING LAW

This Agreement shall be governed under the laws of the State of Illinois and Buyer agrees that any legal action against the Seller will be brought in the State of Illinois.

XV. DEFAULT

If Buyer fails to comply with any of the terms of this quotation, Seller may exercise all rights and remedies by Law, and may recover all costs and reasonable attorneys' fees incurred as a result of the default. All rights and remedies of Seller are cumulative. No waiver of a breach of any provision of this quotation shall constitute a waiv#er of any continuing or future breach of such provision or any other provision.

Date: February 2008

General Terms and Conditions of CSM GmbH

I. General

1. All offers submitted by CSM (hereinafter referred to as Seller) and all contracts executed with the Seller, including those for consulting and other contractual services shall be subject to the following General Terms and Conditions exclusively, unless otherwise agreed upon in writing. General business and or purchasing terms and conditions of the contracting partner (hereinafter referred to as Buyer) shall not be valid. They are herewith rejected. We also reject any expanding clauses (defensive clauses) that aim at defining a retroactive acceptance of Buyer’s purchasing terms and conditions by the Seller based, for instance, on the rendering of services by the Seller and the acceptance of said services by the Buyer. In the event that the Buyer should disagree with these General Terms and Conditions, Buyer shall be required to object to same immediately. If the parties should fail to arrive at an agreement to that effect, the statutory provisions shall apply.

2. All offers made by the Seller shall be subject to change and prior sale. The contents of the contract shall be governed by the order confirmation or other written confirmation communications from the Seller. Verbal declarations or those made over the phone as well as ancillary agreements shall be valid only if they have been confirmed in writing.

3. Figures, drawings, descriptions and other product specification information in offers, price lists, print media and other general printed matter shall principally be non-binding unless same are expressly denoted as binding. Seller shall retain all property and intellectual property rights in cost estimates, drawings and all other documents. Same shall not be made accessible to third parties.

4. Seller reserves the right to make design and form modifications until delivery of the goods, provided same are insignificant specificiation changes and same are tolerable for the Buyer.

II. Shipment, Transfer of Risks

1. Unless otherwise agreed upon in writing, goods shall be shipped insured. Pertinent costs shall be for Buyer’s account.

2. The risk shall transfer to the Buyer as soon as the goods have left the warehouse of the Seller or any other designated point of shipment, even if freight prepaid has been agreed upon as the delivery term. If shipment of the goods is delayed by the Buyer or Buyer’s agents, the risk for destruction or decline of the goods shall transfer to the Buyer on the day the goods are ready for shipment.

III. Prices and Payment Terms

1. Seller’s prices shall be understood ex point of shipment plus applicable statutory value added tax. In the event that the total net value of the goods is less than EUR 300.00, Seller reserves the right to charge a minimum quantity surcharge. All orders shall be subject to pro-rated shipping costs, which shall include postage and packaging. Seller reserves the right to establish a maximum credit line for the Buyer at Seller’s sole discretion or to ship cash on delivery or cash in advance. The Seller shall have the right to reasonable increase the sales prices, if after the execution of the contract cost increases, in particular cost increases for materials and raw materials, personnel, manufacturing or transportation should be incurred. Upon request, Seller shall document such increases to the Buyer.

2. Seller’s invoices shall be payable within 30 days after the date of invoice, net. Any agreements to the contrary shall be considered special terms and conditions and shall always be effective only if they have been agreed upon in writing.

3. Payments via deferred bank draft shall be subject to the express prior written consent of the Seller. No cash discounts shall be granted on payments made by deferred bank drafts and all discount fees and collection fees shall be for the account of the buyer. Payments made via check shall be considered made only upon attachment free credit to Seller’s account.

4. Buyer shall have the right to set off only such receivables against the Seller that have been accepted by the Seller in writing or that have finally adjudged as valid by a court of law. Buyer shall not have any withholding rights unless same are based on the same contractual relationship. In the event that a right to withhold should be in effect, payments due from Buyer may, however, only be withheld up to the scope of the counter measures and their respective settlement, which shall be in a reasonable ratio to the counter entitlements.

5. For delays in payment, interest in the amount the Seller is required to pay to Seller’s bank for unsecured overdraft protection lines shall be charged. In the event that Buyer should be in default or payment or Seller should become aware of circumstances that give rise to misgivings about Buyer’s creditworthiness, Seller shall have the right to make all pending receivables, including those for which deferred bank drafts have been submitted, due for immediate payment and to execute any remaining deliveries in exclusion of any extended payment terms only against advance payment or upon provision of adequate collateral. This shall be without prejudice to any other entitlements due to Seller.

6. Payments shall be made to the Seller only. Entitlements due from the Seller shall not be assigned.

IV. Deliveries and Delivery Times

1. An order shall be deemed accepted only once it has been confirmed by the Seller in writing. In the event of delays in delivery due to acts of force majeure or due to events beyond Seller’s control and that make the delivery considerably more difficult or partially impossible for the Seller (such events shall include in particular strike, lockouts, government agency orders, disruptions in transportation, etc.) – even if they occr with a supplier or sub-supplier of the Seller, the agreed upon delivery term shall be extended by a reasonable amount of time. If the performance impediment should persist for a period of more than 3 months, both contracting parties shall have the right to partially or fully rescind from the contract; any and all entitlements to damage compensation shall be forfeited in these cases. The same shall apply if the Seller does not receive deliveries from Seller’s suppliers in a timely manner without Seller being responsible for the late delivery.

2. Stipulated delivery times are approximate delivery times. Delivery times that are exceeded by up to eight weeks shall not give the Buyer the right to rescind from the contract or demand damage compensation based on late delivery or non-fulfillment.

3. Orders with binding deadlines shall have a maximum delivery time of 12 months after the order date and a minimum value of EUR 500.00 per delivery date. On call orders without a specific delivery schedule shall not be accepted by the Seller.

4. Order cancellations of customer specific products (e.g. devices, components, software consulting) and of products procured by the Seller exclusively as commissioned by the Buyer shall not be accepted by the Seller. The Buyer shall undertake to reimburse the Seller for any expenditures and costs incurred in all cases. Cancellations of orders for standard products from the inventory program of the seller shall be subject to Seller’s express written consent. In any event, Seller shall reserve the right to charge a cancellation fee. All inventory merchandise shall be subject to prior sale at all times.

5. Changes to deadlines or suspensions of orders by the Buyer shall only be accepted for deliveries within the maximum delivery term of 12 months after order date. Upon expiration of said term, Seller shall have the right to deliver all remaining order quantities.

6. Partial deliveries shall be permitted within a reasonable scope.

V. Claims for Deficiences, Warranties

1. The Buyer shall be required to examine the goods immediately upon receipt. Claims shall be filed immediately and in writing. Minor deviations in design and alternative brand substitutions that are standard practice in the business shall not be grounds for claims. Return shipments made without our prior consent shall not be accepted.

2. As of the day of delivery, the Seller shall provide a warranty in compliance with statutory provisions. For purchase agreements between companies and the Seller and for manufacturing contracts as well as contracts pertaining to preowned merchandise, the warranty period shall be 1 year as of the date of delivery. The Seller shall reserve the right to choose between performing maintenance/repair work or providing substitutions for parts that have been damaged or made unusable during proper use. Rubber components and batteries shall be excluded from the warranty. The definition of the deficiencies triggering the obligation to grant the warranty shall be communicated to the Seller immediately. The Seller shall be granted the required time and opportunity to perform the measures appararently required for the elimination of the deficiencies incurred by the Buyer. In the event that Buyer should refuse to grant same, Seller shall be released from the warranty for deficiencies. In the event that the Seller should be unwilling to perform remedial work or provide a replacement, or if Seller should not be in a position to do either, or if Seller does not perform the work required for reasons Seller is responsible for and if the work to be performed is intolerable for the seller or if the work to be performed fails in any other way, the Buyer shall have the right, to at Buyer’s discretion, opt for rescission from the contract or a reduction of the purchase price or damage compensation. Entitlements to damage compensation shall be limited according to the general liability provision pursuant to Article VI. Any entitlements for indirect damages shall be excluded. Claims for deficiencies of other objects delivered than devices must be received by the Seller in writing within 10 days after receipt of the goods or services; otherwise the delivered goods or services shall be deemed approved of completely without any reservations.

3. Seller shall not assume any liability for damages to the devices and programs delivered by the Seller caused by incorrect operation, programming errors, device errors or other defects.

4. Seller shall not make any warranties for damages incurred after the risk has been transferred to Buyer due to erroneous or negligent handling, improperly performed modifications or maintenance work by the Buyer or if same has been performed by the Buyer without Seller’s consent, or in the event of excessive strain, or as a result of chemical, electro-chemical or electrical influences, if same have not been caused by the Seller.

5. CSM warrants that the software products have the functions described in the respective product documentation and that they are ready for use in the application environments approved by CSM. The Buyer is aware of the fact that software cannot be manufactured without errors, unless disproportinate expenditures are dedicated to that aim. Consequently, CSM does not warrant that the software products are absolutely free of deficiencies.

VI. General Liability

1. Entitlements to damage compensation of any kind from the Seller shall exist only
a) if the damage was caused by a culpable breach of a cardinal contractual duty in a manner that makes the attainment of the contractual purpose questionable or
b) if the Seller has guaranteed a condition of the delivery object, also for a specific period of time or
c) if a damage has been incurred as a result of personal injury, loss of life, or health damages or
d) if a damage is the result of an act of intent or gross neglect.

2. In the event that the Seller should be liable for the breach of a cardinal contractual duty pursuant to Article 1a, without intent or gross neglect being involved, the amount of liability shall be limited to the typical damages to be expected at the time the contract was executed based on the circumstances known at the time.

3. The aforementioned liability limitations shall accordingly apply to actions, as well as to the personal liability of employees, agents, representatives and other delegates of the Seller.

4. The aforementioned liability limitations shall not apply to cases where the Seller is liable pursuant to the Product Liability Act.

5. In all cases of business transaction involving gross neglect, where liability cannot be excluded, but can be restricted in terms of the maximum amount, liability shall principally be limited to the proven damages foreseeable at the time the contract was executed; however, the maximum shall not exceed the sales price of the product delivered by the Seller to which the damage claims pertain or from which they result.

VII. Title Retention

1. Seller shall retain the title in all merchandise shipments until all entitlements from the contractual relationship, including any refinancing drafts or reverse bank drafts have been paid in full.

2. The Buyer shall not acquire any partial ownership in completely or partially manufactured goods resulting from Buyer’s processing of same, even if the goods are only a minimal component of the whole. All processing shall be done free of charge and exclusively on behalf of the Seller. In the event that the title retention should be voided through any circumstances nonetheless, Seller and Buyer herewith agree that the title to the object shall transfer to the Seller upon processing and the Seller accepts such an assignment. The Buyer shall remain the uncompensated custodian of same and shall be liable for its destruction.

3. In the event that the goods are processed with third party property, the Seller shall acquire partial ownership of the new object. The scope of this co-ownership shall be determined by the ratio of the invoice value of the goods delivered by the Seller to the invoice value of the remaining goods.

4. The Buyer herewith assigns the receivables generated from the resale of title retention goods to the Seller, which shall also include goods that have been processed. In the event that in addition to Seller’s title retention goods the processed product should only include such objects that either belong to the Buyer or that have been delivered under a so-called simple title retention arrangement only, Buyer shall assign the entire purchase price receivable to the Seller. In other cases, i.e. if advance suspensions of multiple suppliers apply simultaneously, the Seller shall be entitled to a fraction of the receivable equivalent to the ratio of the invoice value of Seller’s title retention goods to the invoice value of the other processed objects.

5. In the event that Seller’s total receivables are securitized by such assignments by more than 120 % without any doubt, the surplus of receivables shall be released upon Buyer’s request and at Seller’s discretion.

6. The Buyer shall have the right to collect said receivables for Buyer’s account as long as Buyer meets all payment obligations to the Seller and until said permission is revoked by the Seller. Any cessation to pay, application for or initiation of bankruptcy proceedings, of in-court or out-of-court settlement proceedings, any check or draft returned for insufficient funds or any executed garnishment shall void the right to resell or process the goods and to collect receivables. Any assigned receivables received after such an event shall be deposited into a special account effective immediately.

7. Any seizure of goods shall always be performed to obtain collateral only; same shall not consistute a right to rescind from the contract, even if partial payments have been permitted retroactively.

VIII. Place of Jurisdiction, Fulfillment, Governing Law, Miscellaneous

1. The place of fulfillment for Seller and Buyer for any and all mutual business relationships shall be Filderstadt. The sole place of jurisdiction for all litigation, including suits regarding deferred bank drafts and checks, shall be Stuttgart, provided the Buyer is a commercial entity, legal entity of public law or public-legal special entity or does not have a general place of jurisdiction in Germany. The Seller shall have the right to file suit at the domicile of the Buyer.

2. All legal transactions tendered between Seller and Buyer shall be governed exclusively by German Law, albeit under the exclusion of the UN Convention on the International Sale of Goods (CISG).

3. Unless herein otherwise stipulated or set forth, the General Terms and Conditions for Products and Services of the Electrical Industry in their latest version shall otherwise apply.

4. In the event that one of the above provisions should be fully or partially ineffective, this shall not affect the effectiveness of the remaining provisions. Rather, such provisions shall be substituted by such that meet the intended financial outcome as closely as possible.

Status June 2007

(This is a translation of the German version. In cases of doubt, the German version shall prevail)