AGB

AGB General Terms and Conditions.

LENSER Präzisionstechnik GmbH & Co. KG, Kemptener Straße 48, D-89250 Senden.

Status February 2004

I. General

(1) Our contracts (deliveries, services, orders) shall be based on the following terms and conditions without exception. By placing an order or accepting our order, the contractual partner acknowledges our terms and conditions.

We hereby object to any conflicting terms and conditions. They shall only apply if this is agreed in writing. Conditions of the contractual partner shall not become part of the contract even if we do not object to them again and provide or accept the contractually owed delivery/service without reservation. In the event that we are the purchaser, the respective statutory provisions shall apply.

Our terms and conditions shall also apply to all future transactions with the contractual partner.

4. our terms and conditions are available for inspection at our business premises. We will also send them free of charge at any time upon request.

II Conclusion of contract, content of contract

1. a contract is only concluded with our written order confirmation or with delivery of the agreed services. However, we are obliged to notify any rejection of the order in writing without delay. In the event that we are the buyer, the contract shall be concluded in the absence of objection within 14 days of receipt of our order in accordance with our order.

2 Our offers remain subject to change. The contracting party is bound to its offer for a maximum of one month.

3. all agreements at the time of conclusion of the contract must be in writing, other than the written ones are not made. Written form shall also be deemed agreed for subsidiary agreements, assurances and subsequent amendments, including the cancellation of the contract.

III. prices and payments

(1) Prices shall be understood as the value of goods/services without discounts and other rebates plus loading, packaging, freight and any insurance to be taken out only on the basis of special agreements as well as plus the applicable value added tax.

2. payment shall be made in EURO free of charges and without any deduction, upon handing over or sending the invoice or any other settlement document.

3. interest on arrears shall be charged at 8% p.a. above the respective prime rate published in the Federal Gazette. In addition to the statutory provisions, we shall be entitled to charge higher interest on arrears if we can prove a higher charge, unless the contracting party proves that no default interest loss was incurred at all or that the default interest loss was significantly lower.

Payment instructions, checks and bills of exchange shall only be accepted on account of performance, with all discount and collection charges being charged.

5. the contractual partner may only offset against our claims with undisputed, recognized or legally established counterclaims.

6. a right of retention may also only be exercised in the case of undisputed, recognized or legally established counterclaims and only if it is based on the same contractual relationship.

IV. Delivery and delay in delivery

1. the start of the delivery time stated by us presupposes the clarification of all technical questions. Compliance with our delivery obligation presupposes the timely and proper fulfillment of the contractual partner’s obligations.

2. timely and correct self-delivery remains reserved.

3. delivery dates or delivery periods, which may be agreed as binding or non-binding, shall be stated in writing. Delivery periods begin with the conclusion of the contract. If subsequent amendments to the contract are agreed, a new delivery date or delivery period shall be agreed at the same time, if necessary.

The delivery period shall be deemed to have been complied with if the delivery item has left our premises or notification of readiness for dispatch has been sent by the time the delivery period expires.

5. 6 weeks after exceeding a non-binding delivery date or a non-binding delivery period, the contractual partner may request us in writing to deliver within a reasonable period of time. Only with this reminder we are in default. This shall not apply if the above grace period is unreasonably long. The reasonably long grace period shall then apply.

6. if our default is based on slight negligence, our liability for damages is excluded, unless it is a matter of damage to life, body and health.

(7) Alternatively, we shall limit our liability arising from default in the event of slight negligence to the typically foreseeable damage.

Force majeure, riots, strikes, lock-outs and significant operational disruptions for which we are not responsible shall alter the delivery periods specified in Clause 8. 1 and 2 by the duration of the performance disruptions caused by these circumstances and a reasonable start-up period.

V. Transfer of risk, delivery, inspection, obligation to give notice of defects

(1) Notwithstanding any assembly obligations, the risk shall pass to the customer upon delivery to the shipping agent, but no later than upon leaving our premises.

If the goods are ready for shipment, the risk shall pass to the contracting party one week after receipt of a notice of readiness for shipment, unless we have undertaken to ship the goods. If shipment or acceptance is delayed due to circumstances for which the contracting party is responsible, the risk shall pass upon dispatch of a notice of readiness for shipment. In all cases, we shall only be obliged to take out insurance to the extent specified and at the expense of the contracting party if specifically instructed to do so in writing by the contracting party.

2. the contracting party shall be obliged to inspect the goods for defects – also in the case of resale – and to give written notice of any defects without undue delay, at the latest within 10 working days.

3. upon request, the Customer shall be obliged to cooperate in the preparation of an acceptance and function protocol.

VI Warranty

(1) In the event of material defects and defects of title that are not merely insignificant, we shall be entitled to supplementary performance in addition to the statutory provisions as follows:

We are entitled to rework 2 x. If the nature of the item or the defect or the other circumstances indicate that the rectification has not yet failed and that this is reasonable for the contractual partner, we shall be entitled to make further rectifications.

2. if the rectification has failed, the contracting party shall be entitled to reduce the price or, at its option, to withdraw from the contract and to assert the right to claim damages in accordance with the statutory provisions.

3. the period of limitation is 12 months, also in case of sale of used goods.

Our warranty is limited to the value of the work performed by us, or partial work processes.

VII Exclusion of damages, limitation of liability

(1) If our obligation to pay damages is based on the only slightly negligent breach of essential contractual obligations, we limit our liability for damages, that of our legal representatives or vicarious agents to the foreseeable damage typical for the contract, unless it is a matter of damage to life, limb or health.

2. if our obligation to pay damages is based on the only slightly negligent breach of non-essential ancillary obligations, we exclude our liability for damages, that of our legal representatives or our vicarious agents, except in the case of damage to life, limb or health.

(3) In all cases of liability for damages due to negligent breach of duty, irrespective of the legal basis, unless claims under product liability law are involved, our liability for damages shall be limited to the damage foreseeable for us.

(4) Alternatively, we exclude our liability for damages, that of our legal representatives or vicarious agents, insofar as we are charged with a slightly negligent breach of a contractual obligation which, by its nature and consequence, does not jeopardize the purpose of the contract, except in the case of damage to life, health and body.

(5) The above provisions shall not apply to claims under the Product Liability Act.

(6) If a claim is made against us for damages arising from producer’s liability pursuant to Section 823 of the German Civil Code (basis for a claim in tort), we shall limit our liability beyond the above provisions to the indemnification of our liability insurer. The amount of coverage is concluded on a loss/contract/property basis. Insofar as the insurance does not apply or does not apply in full, our liability shall remain unaffected, limited to the amount of the sum insured. If the insurance sum is not concluded in a manner typical of the damage, contract and/or subject matter, we shall limit our liability in such cases to the amount of damage, contract and/or subject matter typical of the damage.

VIII Retention of title

(1) In all cases, we retain title to the delivery item until receipt of all payments under the respective underlying delivery contract.

2. furthermore, we reserve the right of ownership to the delivered items until all claims arising from the business relationship, including future claims, have been fulfilled. In all cases, the contractual partner is obliged to store the delivery items free of charge with the care of a prudent businessman.

3. pledging and transfer of ownership by way of security of the reserved goods is not permitted in any case. In the event of seizure or confiscation or other dispositions by third parties, we must be notified immediately and provided with the documents necessary for an objection.

4. the contracting party shall furthermore be entitled to process and resell the delivery item in the ordinary course of business as long as it is not in default. Upon conclusion of the contract with us, he shall already assign to us the claims against his customers to which he is entitled from the sale or on any other legal grounds in the amount of the invoice value of the delivered goods subject to retention of title.

(5) In the event of cessation of payments, application for or opening of insolvency proceedings as well as in the event of protest of a check or bill of exchange, the right to sell as well as the authority to collect assigned claims shall expire. In such cases, the contractual partner shall be obliged to provide us with an invoice for the goods subject to retention of title as well as assignments of claims without delay and without being requested to do so.

6. the reservation of title shall remain in force even if individual “claims” are included in a current invoice and the balance has been struck and recognized, unless the balance has been settled.

7. if the value of the securities granted exceeds our claims by more than 20 %, we shall be obliged, at the request of the customer and at our reasonable discretion, to retransfer the securities to the extent that the security limit is exceeded.

8. we are entitled to take back our goods subject to retention of title after issuing a reminder in accordance with the cases regulated in section 5 and if the contractual partner is in arrears with a significant part of its payment obligations. Just like a seizure by us, this shall not be deemed a withdrawal from the contract. The contractual partner is obliged to surrender the goods. A right of retention is excluded.

9. amounts which the contractual partner collects from assigned claims shall be kept separately until they are transferred to us in order to exclude offsetting and/or netting with bank accounts with debit balances.

10. the processing or transformation of the delivery item by the contractual partner shall always be carried out for us. If this is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other processed items at the time of processing. For the rest, the same shall apply to the item created by processing as to the delivery item delivered under reservation.

11. if the delivery item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the object of the contractual partner is to be regarded as the main object, it shall be deemed agreed that the contractual partner shall transfer co-ownership to us on a pro rata basis. The contracting party shall hold the sole or co-ownership thus created in safe custody for us.

12. insofar as we are the processor of materials provided to us, we point out the lien of the work contractor. Furthermore, it is agreed that we shall retain indirect possession upon delivery of goods processed by us. The recipient of the processed goods shall keep them for us until our claims have been settled. The same shall apply to other customers to whom our customer is obliged to agree the same provision. In addition, a right of lien on the materials delivered shall be agreed in the amount of our claims against the customer.

IX. Choice of law, place of jurisdiction

(1) All contracts shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

2. the place of performance for all mutual claims arising from the contractual relationship is Senden.

Our registered office shall be the place of jurisdiction for all claims arising from the business relationship, including actions on checks and bills of exchange, if the contractual partner is a merchant. However, we are also entitled to sue the contractual partner at its general place of jurisdiction.