General Terms and Conditions of Purchase (April 2003)

1. General terms and conditions
These general terms and conditions of purchase shall apply to all business transactions of Eckart with our suppliers or any other business partners accepting or-ders (hereafter always called "supplier") even if these terms and conditions are not explicitly specified in fu-ture contracts. Any applicability of any terms and con-ditions of purchase or otherwise of the supplier referparticularly to the acceptance of the order or the con-firmation of the order is rejected unless expresslagreed by Eckart.

2. Offer and order

2.1 An order is placed not until it shall be put in writing and signed by Eckart. Orders being placed verbally or tele-phonically or otherwise are only binding to us if con-firmed by subsequent sending of a written order. Case by case, the samples provided and tolerance data indi-cated shall be binding. When accepting the order the supplier confirms being informed of design and service and otherwise by examining the samples. We shall not be liable for any apparent mistakes, clerical errors and arithmetical errors in the submitted documents. The supplier shall be obliged to inform us of such errors and mistakes so that the respective errors and mistakes can be corrected and the order can be placed again.

2.2 The acceptance of our order shall be confirmed by signature on the copy of the order or by a separate ac-knowledgement of the order within two weeks time as from the date of order. Otherwise we shall be entitled to cancel. Concerning delivery dates within two weeks we waive order confirmations provided that the supplier de-livers on our terms and conditions.

2.3 Variations in quantity and quality from the text and contents of our orders and variations from provided samples and future contract alterations shall be only agreed upon if expressly confirmed in writing by Eckart. Variations from samples forming the basis of an order shall be allowed providing the previous announcement by the supplier and the written confirmation by Eckart. The same shall apply provided that any variations refer only to the manufacturing process of goods including goods purchased by the supplier.

2.4 Drawings, tools, samples, models, brands, and designs or anything similar as well as finished products and semi-finished products transferred by Eckart or pro-duced on our behalf shall remain our property and may only be delivered or passed on to a third party on the basis of an expressly authorisation in writing by Eckart. Subject to contrary agreements in case to case, these shall be returned to Eckart immediately and without any special request accompanied by the carrying out of the order. Products manufactured and/or labelled by such manufacturing techniques, brands and designs or oth-erwise shall be explicitly authorised by Eckart before they may be delivered to a third party.

3. Dates of delivery

3.1 The agreed delivery deadlines and delivery dates shall be binding because of the integration in our sequence of operations. The delivery time shall begin from the or-der date. The respective goods shall be transferred to the proper destination indicated by Eckart within the de-livery deadline or by the agreed date of delivery. In case of delivery default the supplier shall inform Eckart immediately. We shall reserve the right to rescind the contract.

3.2 In case of delayed performance of the supplier and after the sending of a letter of remind we shall be enti-tled to demand a contract penalty of 0.5 % of the net order value per every new week, a maximum penalty of 5 % of the net order value and/or of the delivery, and/or withdraw from the contract. The penalty for breach of contract shall be indemnified and shall be credited against claim for damages.

3.3 We shall not be obliged to take delivery before the expiration of the delivery date.

4. Delivery/Packing

4.1 Delivery to the indicated destination shall be made free of charge at the expense of the supplier. In the event that we shall have to bear the freight the supplier shall be obliged to agree upon the mode of transport stipu-lated by Eckart or the mode of transport and delivery that is most convenient for Eckart.

4.2 The risk of loss and damage and otherwise shall not pass to Eckart until the moment of taking the delivery by Eckart.

4.3 The packing shall be included in the price. In the case of different agreements the packing shall be charged at cost price. The supplier shall pack the goods in accor-dance with our instructions ensuring the goods against damages by the packing. In case of return the minimum of two third of the charged value shall be credited. In any case the supplier shall accept the return of dispos-able packing.

4.4 Partial deliveries shall be admissible when agreed upon in the order or additionally.

5. Documents
Invoices, delivery notes and packing slips shall be enclosed in duplicate in any consignment. These documents shall include:
- purchase order number and material number
- the department placing the order and the date of order
- amount and unit
- gross weight, net weight and in case billed weight
- the respective item and our item number
- remainder of partial deliveries
- mill certificate and analysis certificate if agreed
- in case of delivery of dangerous goods a material safety data sheet in accordance with the EG-directives 91/155/EG and 1999/45/EG and the therefore valid adaptation directives, and a data sheet in accordance with the Ordinance on Haz-ardous Substances, and detailed instructions concerning handling and storage.

The supplier shall be obliged to quote our order num-bers and material numbers in all consignment documents and invoices. The supplier shall be held responsible for any additional expenditure caused by incorrect or failed details and the resulting delays.

6. Prices

6.1 If not expressly agreed otherwise the prices quoted are firm prices, unless the supplier generally reduces his respective prices.

6.2 The supplier shall not grant Eckart less favourable prices and conditions than any other customer in so far as the supplier is not offered equal terms and conditions by these customers in the respective cases.

7. Invoice/Payment

7.1 Invoices shall be made out separately for every order. Payment shall be effected after the complete receiving of the goods being free of faults or otherwise and re-spectively after the complete and satisfactory fulfilment of the service, and after the receiving of the adequate and orderly invoice (cf. 5.). The corresponding terms and conditions shall apply to partial deliveries. Lag times caused by incorrect or incomplete invoices shall not abridge the discount period granted by Eckart. In the absence of expressly agreed terms of payment the following terms of payment shall be applied:
- up to 14 days less 2 % cash discount
- up to 30 days net.

7.2 Receivables of the supplier shall only be passed on to a third party on the basis of authorisation by Eckart. Payments shall only be effected to the supplier.

8. Guarantee/Warranty/Complaint

8.1 The supplier shall be obliged to ensure that the goods are corresponding to our details and instructions includ-ing design and marking. Our order or otherwise shall be executed correctly and properly in accordance with the respective technique and technology. We shall examine the goods carefully for faults or otherwise within a rea-sonable period of time. Any complaint by Eckart shall be valid when lodged with the supplier within the period of 5 workdays time. In the case of delivery of dangerous goods the supplier shall be under obligation to ensure that all relevant provisions, rules or otherwise in terms of transport are complied with.

8.2 In the event of the delivery of defective goods the supplier shall be granted rectification of the defects or subsequent sending. In case the supplier shall not comply with the rectification, additional delivery, or with any claims and with the fixed time limit in due form and time, we reserving further rights shall be entitled to send the goods back at the risk of the supplier and to cover our requirements otherwise. In case of urgency and after informing the supplier we shall be entitled to rectification being executed by Eckart or by a third party. Any arising costs shall be at the expense of the supplier.

8.3 The goods manufactured by the supplier and respec-tively the service executed by the supplier or otherwise shall be guaranteed for a period of 24 months begin-ning with the delivery unless a longer statutory period of limitation is applicable.

8.4 Unless agreed upon otherwise warranty and guarantee and otherwise shall comply with the statutory provisions and requirements.

8.5 Assistants and vicarious agents of the supplier entering Eckart factory premises shall act in compliance with the regulations of the work rules and with all rules, provi-sions and otherwise including in particular smoking bans and security regulations and otherwise. The sup-plier shall vouch for assistants and vicarious agents be-ing informed and instructed accordingly. We shall only assume liability for damages of property transferred to our works and factory premises or property of the sup-plier in case of intention or gross negligence.

9. Product liability

9.1 In case of defects and errors and otherwise the supplier is responsible for, the supplier shall indemnify Eckart against product liability in terms of direct liability by the supplier. The supplier shall be obliged to refund such expenses arising Eckart by recall actions if the claim is not caused by Eckart. The entrepreneurial right of re-course in terms of consumer good purchase (§§ 478 f. BGB) shall not be infringed.

9.2 The supplier shall be obliged to take out a product liability insurance for the minimum sum of € 2.5 m in-sured per persons or damage to property. Further dam-age claims shall not be infringed.

10. Industrial property rights
The supplier shall be liable for any infringement of patents or of any other industrial property rights of a third party by the delivery or by the utilisation by Eckart. The supplier shall indemnify Eckart and our customers against any claims in terms of utilisation of such indus-trial property rights or otherwise. These conditions shall not be valid in case that the supplier manufactured the delivered goods according to samples, drawings, mod-els provided by Eckart or according to any other equal descriptions or instructions, and concerning the prod-ucts manufactured by the supplier is not aware or can-not be aware of the fact that industrial property rights are infringed by that. The supplier shall be liable for the burden of proof of lack of knowledge.

11. Force majeure
War, civil war, any restrictions on export and trade due to a change in political affairs, strikes, lockout, stop-pages, any cutting back of operations and any other events rendering the fulfilment of the contract
impossible or unacceptable for Eckart shall be matter of force majeure and for the time being shall release Eckart from the duty of acceptance in due time. The parties hereto shall be obliged to mutually informing and adjusting their undertaking to the altered situation to the best of knowledge and belief.

12. Storage/Proprietary
Provided material shall remain our property. It shall be stored separately and shall only be allowed being used for our orders. The supplier shall be liable for any im-pairment of value or any loss even on the basis of non-fault by the supplier. Finished products or otherwise manufactured on the basis of material provided by Eckart shall be our property. The supplier shall store these items for Eckart; the purchasing price shall in-clude the costs of the storage of items, materials and otherwise stored for Eckart.

13. Business secrets
The supplier shall be obliged to treat our orders includ-ing business and technical details secretly. In case of any separate agreement to maintain secrecy made with the supplier, its rules and settlement shall have priority in case of doubt. All documents being passed on to the supplier including any documents drawn up by the sup-plier in compliance with our instructions or otherwise shall remain our property or shall become our property by the payment of the respective service or otherwise, and shall not be copied or made available to a third party by the supplier. Any document shall immediately be returned to Eckart in case of first request.

14. General

14.1 Should any provision of these terms and conditions be or become completely or partially ineffective, invalid or unenforceable, this shall not effect the effectiveness, validity or enforceability of the further provisions.

14.2 German law including the laws of international pur-chase of movables shall be applicable to all legal rela-tions between the supplier and Eckart, even in case the registered office of the supplier is not in Germany.

14.3 The place of fulfilment shall be Fürth, Germany. In terms of delivery different location may be agreed upon.

14.4 The place of jurisdiction shall be Fürth, Germany.