Terms and conditions of business.....................................................................

AGB Stand January 2003 - 1 -                                                                                     (39 kB)

1.1 Optrex Europe GmbH is referred to as the "User" in the following General Terms and Conditions of Business. 
The contracting party of the User is the "Customer" and the contractual relationship to be concluded is referred 
to as the "Contract".

1.2 The subject matter of the contractual obligations of the User is referred to as "Performances" even if the subject
matter refers to the sale of goods.

2.1 The Performance and offers of the User are based exclusively on these General Terms and Conditions of
Business. They also apply for all future business relationships therefore even if this is not expressly agreed
once again. These General Terms and Conditions of Business shall apply at the latest upon acceptance of the
Performance. Counter-conformations of the Customer referring to his/its general terms and conditions of business
and purchase are hereby revoked.

2.2 All agreements reached by the User and the Customer for executing the present Contract are to be recorded and
confirmed in writing. All amendments and supplements to the present Contract and/or its Appendices and any waiver
of the written form requirement must be confirmed in writing. No verbal agreements have been made.

3.1 The User’s offers shall be made without obligation and shall not be binding. The User shall be entitled to resell the
Performance to a third party between offer and acceptance.

Orders by the Customer shall only be binding for the User if they have been expressly confirmed in writing by the
User or if the User has executed Performance. A confirmed order may only be amended by the Customer with its
written approval and taking account of any terms and conditions possibly imposed by the User. 
This shall likewise apply to any modifications of these General Terms and Conditions of Business.

3.2 The Performances must only have the qualities which are referred to in writing in the Contract. 
The Performances shall be finally and conclusively specified by the aforesaid quality features. 
The User shall be entitled to change the quality feature unilaterally if this is done on the strength 
of legal regulations, or if it constitutes an improvement and if the use presupposed in the Contract is not adversely
affected as a result.

3.3 If the User makes a sample or a specimen available to the Customer before or after the conclusion of the Contract,
these do not have to have the specific qualities as stated in the Contract. 
Clause 1 shall apply correspondingly for drawings, illustrations, dimensions, weights and any other
data which the User makes available to the Customer before or after the conclusion of the Contract.
3.4 The User shall unreservedly reserve the right to all cost estimates, drawings, samples, specimens, 
illustrations and any other documents (hereinafter referred to as "Documents") which it makes available to the Customer.

Without the prior approval of the User, the Customer is neither entitled to make the documents available to third
parties himself/itself, nor to make the contents available to third parties.
At the request of the User, the Customer shall be obliged to return all documents to the User without
delay and com completely if they are no longer used by the Customer in the ordinary course of business or if no order
is finally and conclusively placed with the Customer.

If public statements are made by the manufacturer, the User, an employee or any vicarious agent on the quality
features of the Performances to the subject matter of a purchase (e.g. weights, dimensions, usable values, 
loadbearing capacity, tolerances and technical data), especially in any advertising or any special markings or
identifications, it shall be assumed that the aforesaid changes were not causal for the conclusion of the Contract
by the Customer.

5.1 The prices of the User are net prices. Freight costs, turnover tax and any other costs associated with the
execution of the Contract ("Supplementary Costs") are not included. All prices of the User are made in Euros unless
otherwise agreed in the Contract.

5.2 If the User has born any supplementary costs, it shall be entitled to demand reimbursement thereof from the
Customer. This shall only apply to freight costs if the User is obliged to pay the transport costs deviating from para. 5.1.

5.3 The price is the price specified by the User or, if this is not mentioned in detail, the price included in the current price
lists of the User. After due notification of the Customer and prior to execution of the Performances, the User shall be
entitled to increase the price in the manner which is necessary on the strength of the general development of
prices beyond the control of the User (e.g. any exchange rate fluctuations, foreign currency regulations, customs
duty changes, increase in material or manufacturing costs) or on account of a change in suppliers.

6.1 Performance deadlines or periods may be agreed as binding or non-committal.

if the User expressly agrees in writing that it is prepared to be liable for any non-compliance with the agreed
deadline/period.

6.3 Performance delay attributable to force majeure or to events or occurrences which make it extremely difficult or
impossible for the User to perform not just for a temporary period of time - with this including in particular strikes,
lock-outs and official decrees or instructions even if they occur at suppliers of the User or their sub-contractors -
the User shall not be bound to the periods and deadlines which have been bindingly agreed with the Customer. 
They shall entitle the User to postpone its Performances by the period of the impediment plus any reasonable 
starting-up period or to withdraw from the Contract in whole or in part in respect of the unperformed part of the Contract.
The first and AGB Stand January 2003 - 2 - second sentences apply mutatis mutandis to Performance delay resulting
from the Customer not promptly providing the User, before Performance is executed, with the documentation and
information that the User deems essential to Performance.

6.4 If the Performance delay lasts longer than one month, the Customer shall be entitled to withdraw from the Contract
after setting a reasonable period of grace for the unperformed part of the Contract.

6.5 If the User is responsible for non-compliance with the formally promised Performance periods and deadlines, and
if it is in arrears as a result, the Customer shall be entitled to claim a delay compensation amounting to 0.5% of the
invoice value for the relevant Performance for each complete week of delay but with a maximum of 5% of the
invoice value for the relevant Performance. The aforesaid amount shall be reduced if the User is able to prove that the
actual loss is lower than the flat-rate amount referred to in sentence 1. 
Any additional claims shall be excluded unless the delay is based on wilful intent or gross negligence on
the part of the User.

6.6 The User shall be entitled to make part-performances at any time unless the part-performance in question ceases to
be of interest to the Customer. The User shall be entitled to assign the rights and obligations under the present Contract
to a third party, including the execution of its Performance.  

6.7 Where Performance is to be executed pursuant to a request by the Customer, the Customer shall be obliged to make
that request to the User in writing, giving an exact description of the Performance and the date of Performance, 
not less than four weeks prior to the execution of Performance.

6.8 The point of delivery shall basically be the User’s works or depot ("ex works"). Where goods are delivered ex works
the risk of loss passes to the Customer as soon as the User informs the Customer that the goods are ready for
collection.

6.9 Where Performance is executed free carrier ("FCA") the point of handover shall be the User’s registered office.
6.10 If the User despatches the goods at the request of the Customer, the risk of carriage shall be borne by the
Customer irrespective of which party is liable for the freight charges. This applies in particular to despatch or
transportation by the User, without any "Bringschuld" [debt payable at the address of the payee] being thereby
deemed agreed with the Customer. If despatch should be delayed due to circumstances for which the Customer is
responsible, the risk of loss shall pass to the Customer on the date of readiness for despatch. If the Customer should
be in default with acceptance, the risk of loss shall pass to the Customer on the date on which the User offers to hand
the goods over.

6.11 If the User is to bear all or part of the freight charges, the User shall be entitled to stipulate both the route and the
mode of despatch. If the Customer should request a different route and/or mode of despatch and the User
complies with that request, the Customer shall bear the difference in cost between the mode of despatch or route
requested by it and the mode of despatch or route stipulated by the User. Para 6.10 shall also apply by analogy.

6.12 In the circumstances referred to in Para 6.10 the User shall provide storage at the Customer’s risk and expense.

7.1 Pending settlement of all claims (including all net balance claims on current accounts) to which the User 
is entitled for any legal reason from the Customer at present or in the future, the User shall be provided with the 
securities set out in the following paragraphs which it will release upon request at its option as soon as the value of the
aforesaid securities consistently exceeds the value of all claims bymore than 20%.

7.2 The User shall remain the owner of delivered goods. Any processing or conversions shall always be made on behalf
of the User but with no obligations for the same. If the ownership of the User lapses as a result of combinations
with other goods, it is hereby agreed that the ownership of the Customer in the uniform chattel will be transferred to
the User on a pro rata value basis (invoice value). The Customer shall protect the ownership of the User
gratuitously. Goods to which the User has an ownership title are referred to below as "reserved goods".

7.3 The Customer shall be entitled to process and sell reserved goods in the ordinary course of business as long 
as he/it is not in payment arrears with the User. Pledges or transfers by way of security shall not be permitted. 
The claims accruing to the Customer from the resale of reserved goods or for any other legal reason in connection 
with the reserved goods (insurance, tortious acts) are hereby assigned in full by the Customer to the User by way of
security (including all current account balance claims). The User provisionally authorises the Customer to collect the
claims assigned to the User on its behalf in the name of the Customer. The aforesaid collection authority may only be
revoked if the Customer fails to comply with its payment obligations to the User in the proper manner.

7.4 In the event or seizures or interventions by third parties in connection with reserved goods, the Customer shall draw
attention to the ownership of the User and shall inform the User immediately. The related costs and damages shall be
borne by the Customer.

7.5 In the event of non-contractual conduct on the part of the Customer - especially payment arrears - the User shall be
entitled to repossess the reserved goods or, if appropriate, to demand an assignment of the repossession claims of the
Customer against third parties. Any repossession pr pledge of reserved goods by the User shall not constitute a
withdrawal from the Contract unless §§ 488 - 507 of theGerman Civil Code apply.

8.1 After their execution, the Customer shall settle the Performances of the User within 14 days of the invoice date.
Payment punctuality shall depend on the date of receipt or an unconditional credit to the account of the User.

8.2 Payments shall be made to the User by bank transfer. The User shall not be obliged to accept payment by 
cheque or bill of exchange; in each case, acceptance of a cheque or bill of exchange shall only be regarded as a
conditional payment. Acceptance shall not give rise to a deferment of a claim. The costs associated with the 
collection of a cheque or bill of exchange shall be for the account of the Customer. If payments by the Customer 
are made by legal AGB Stand January 2003 - 3 - tender which the Customer has acquired by discounting an
acceptance bill of exchange, the payment claim shall only lapse when the bill of exchange has been collected by the
Customer.

8.3 If the Customer fails to comply with his/its payment obligations within the period specified in para. 8.1  
("Payment Arrears"), the User shall be entitled to charge default interest at 8% above the current base interest rate
last announced by the German Bundesbank in the Federal Gazette with effect from the expiry of the due date.
8.4 In the event of payment arrears, the User shall be entitled to charge a one-off payment equivalent to 5% of the
invoice amount for the administration costs incurred. The aforesaid amount shall be reduced if the Customer is able
to prove that the actual cost is lower than the flat-rate amount referred to in sentence 1.

8.5 If the Customer is in delay with payment obligations of any kind or if circumstances should arise as a result 
of which the Customer’s financial situation deteriorates or his/its credit standing is adversely affected, 
all further claims of the User against the Customer shall become payable at the same time. In such a case the 
User shall be entitled to rescind the Contract and/or, on giving prior written notice to the Customer, postpone the
execution of further Performance until such time as payment is made in full or the circumstances referred to in 
sentence 1 are changed.

8.6 Unless it is contrary to any legal regulations, the Customer shall only be entitled to offset undisputed counterclaims
established by declaratory judgement or counterclaims ready for a decision against claims of the User. 
The same shall also apply to the exercise of a withholding right, including rights under § 369 of the 
German Commercial Code.

8.7 Deviating from para. 8.1, the User shall also be entitled to request payment prior to execution of its Performances.
Para. 8.3 and para. 8.4 shall not apply in this case.  

§ 9 Warranty

9.1 Warranty for the Performances of the User shall be based on the relevant legal regulations unless agreed otherwise.

9.2 Warranty claims of the Customer shall be statute-barred 12months after execution of the Performance. 
The warranty period shall commence with effect from the date of the transfer to the Customer regardless of any 
knowledge of the Customer with regard to a defect in the Performance.

9.3 The warranty period for spare parts shall be limited to three months.

9.4 The Customer shall be obliged to examine the Performance of the User immediately after transfer thereof.
Any defects identified by the Customer upon examination of the Performance of the User after receipt thereof shall be
notified to the User immediately in writing and any other defects immediately in writing after their identification, 
in each case with a description of the defect and the date of identification. If the Customer fails to comply with this
reporting obligation in the proper manner and within the specified period of time, the Performance of the User shall
be regarded as being approved by the Customer. 
The Customer shall initially only be entitled to demand an appropriate post-rectification by the User. The User shall
be entitled to carry out the post-rectification as a rectification of the defect or delivery of defect-free goods at its choice.
If the post-rectification by the User is abortive, the relevant legal regulations shall apply. The right to post-rectification 
shall be excluded if the defect is immaterial.

9.5 In the event of a breach of the Performance obligation by the User which does not constitute a defect in the
Performance itself, the Customer shall only be entitled to withdraw from the Contract if the User is responsible for  
the breach of the Performance obligation.

9.6 Unless it is contrary to any legal regulations, the warranty of the User shall be particularly excluded 
in the following cases:

a) if the Customer has changes in the Performance of the User carried out by third parties or if the Customer adapts 
the Performance itself;

b) if the Customer fails to comply with certain usage instructions associated with the Performance, and the
processing and/or assembly instructions enclosed or affixed with adhesive in particular, or if the Customer
uses third-party accessories or spare parts in connection with the Performances of the User.

c) if the Customer does not use the Performance for its contractually intended purpose or for its normal
purpose, if he/it does not assemble it properly, or does not put it into proper operation according to
current scientific and technological standards.

9.7 If the Performance is defective, the Customer shall only be entitled to enforce compensation claims against 
the User under the following supplementary conditions:

a) if and insofar as the User fails to execute a due Performance or fails to carry a due Performance out  
in the contractual manner, the Customer shall set a reasonable period of grace for the User to perform
accordingly. The aforesaid setting of the period of grace must include a statement that the Customer will
refuse acceptance of the Performance after the aforesaid period of grace. With an abortive expiry of the period 
of grace set and with no response on the part of the User, the right to perform shall be excluded.

b) If the Customer withdraws from the Contract with the User on account of a defect in the Performance by the
User, the User shall be entitled to request the Customer to declare in writing to the User within a period of 2 weeks 
with effect from the enforcement of the withdrawal whether he/it is insisting on his/its withdrawal from the Contract or
whether he/it is demanding compensation instead. If the Customer fails to make use of his/its option right vis-à-vis the
User on time, the right of the Customer to demand damage compensation shall be excluded.

10.1 Regardless of the legal cause, the User shall only be liable for damages which are attributable to a defect in its
Performances, or to acts or forbearances to the extent that they are typical contract and foreseeable damages and only
within the following limits:

a) unlimited in the case of wilful intent or gross negligence on the part of the legal representatives of AGB 
Stand January 2003 - 4 - the User, one of its employees or any other vicarious agents;

b) limited to Euro 500,000 per damage event, but with a total limitation of Euro 1,000,000 in the case of a  
culpable breach of major contractual obligations (cardinal obligations) by the User, its legal representative or 
any other vicarious agents without wilful intent or gross negligence being involved.

10.2 For damages which are attributable to the conduct of an employee or any other vicarious agent, 
the User shall only be liable if the aforesaid persons were acting in performance of their work. The User shall also be
exempt from the aforesaid liability if the damage is attributable to facts or circumstances which it could not have avoided
even with the greatest possible care or the consequences of which it could not avert (e.g. strikes or force majeure).

10.3 The liability of the User for risks insured by the User for each damage event shall be limited to the liability amount
of the third party liability insurance concluded by the User.

10.4 Additional liability on the part of the User shall be excluded unless this is contrary to mandatory legal regulations.
The User shall, in particular, not be liable for breaches of ancillary obligations, a lack of economic viability, lost profit,
indirect damages, consequential damages and damages in connection with third party claims lodged against the
Customer.

10.5 The liability limitation in accordance with para. 10.1 to para. 10.4 shall not apply to bodily, life and health damages.

11.1 If and insofar as a third party enforces justified claims against the Customer on account of a breach of an
industrial property right or copyright (hereinafter referred to as a "Property Right") as a result of a Performance
developed and/or executed by the User, the User shall be liable as follows unless opposed by legal regulations:

a) The User shall, at its option and at its cost, either acquire a usufructuary right for the developed and/or
executed Performance, or change the Performance in such a way that the Property Right is no longer breached or shall
replace the Performance if the use of the Performance envisaged in accordance with the Contract is not adversely 
affected as a result. If and insofar as the User is finally and conclusively unable to grant the due usufructuary right to the
Customer as a result of the measures referred to in Clause 1, the Customer shall be entitled to withdraw from the
Contract after having set a reasonable period of grace.

b) The User shall only be obliged to carry out the measures referred to in para. a), Clause 1 if the Customer immediately
informs the User in writing of the third party claims and with an illustrative description of the breach of a property right, 
if a breach is not recognized and if the Customer grants the User all decision-making powers with regard to
the appropriate legal defence and executes the settlement negotiations without restriction. If the Customer ceases 
to use the Performances for loss minimizing or any other major reasons, he/it shall be obliged to draw the attention 
of the third party to the fact that the usage restriction is not associated with a recognition of a breach of a property right.

11.2 Any claims by the Customer under para. 11.1 shall be excluded if and insofar as the Customer is responsible for
the breach of the property right. Claims by the Customer shall also be excluded if and insofar as breach of the
property right was caused by special instructions of the Customer or due to the fact that the Performance of the
User was changed by the Customer or is used together with performances not carried out by the User.

11.3 The Customer shall be obliged to support and assist the User to the best of his/its abilities with the defence 
against the breach of the property right.

12.1 The Customer may not assign to a third party the rights and obligations under the Contract in existence with 
the User without the prior written consent of the User.

12.2 The legal venue for all disputes arising from or in connection with the Contract and its execution shall be
Babenhausen.

12.3 The laws of the Federal Republic of Germany shall apply exclusively for all legal relationships between the
Customer and the User. The UN Convention on Contracts for the International Sale of Goods dated April 11, 1980
shall be excluded.

12.4 If a provision of these General Terms and Conditions of Business is invalid, non-executable or contains a gap, 
the validity of the other provisions shall remain in full force and effect. The invalid, non-executable or missing
provision shall be replaced by a provision which the parties would have reasonably agreed if they had been aware 
if the invalidity, non-executability or incompleteness in question.

Terms and conditions of business

......................................................................................................................................................................
 Copyright 2003 OPTREX. All rights reserved