A. General Terms of Sale

1. Scope

These General Terms and Conditions shall be applied for all present and future contracts, deliveries and performances unless otherwise stated in written agreements, especially also regarding work delivery contracts pursuant to article 651 German Civil Code, where the convention of contracts for sales is applicable. Deviating General Terms and Conditions of the customer are not binding for us, even if we do not object expressly.

2. Offer and Conclusion of the Contract

2.1

Our offers are subject to changes without notice. Orders, supplementing or changes, additional oral agreements; warranties and other confirmations are only binding if we confirm them in writing, per e-mail or fax. Offers in brochures or made by producers are only relevant if they are about binding service descriptions and not non-binding service descriptions. In case of service descriptions we do not take any warranties.

2.2

Either our order confirmation or, unless it is existent, our offer is relevant for the content of the contract.

2.3

Modification of the construction or he shape of the sold object, changes of colouring, as well as alteration of the scope of delivery are subject to changes on the part of the producer during delivery time, unless the object is changed considerably or alteration is unacceptable for the customer.

2.4

The assignment of rights and duties on the part of the buyer expressly requires our written acceptance.

2.6

All property rights and copyrights of the offer and all documents, as well as drawings remain reserved. The offer and documents may not be passed, published or copied, nor used for any other non-contractual purpose without out written consent.

3. Prices and Payments

3.1

Prices in the confirmation of order or if no confirmation of order is available the price of the offer, exclusive of all legal V.A.T. and customs, which the buyer must pay separately are relevant

3.2

Unless otherwise agreed, the purchase price is payable immediately and is to be paid within ten days from date of invoice or rather the date of request for payment regarding the contractually agreed instalments.

3.3

Payments have to be free of costs. Checks are accepted for payment. Bill of change can only be accepted for payment with a special agreement by charging all collection and discount charges.

3.4

If the buyer exceeds the allowed payment terms we are entitled - without any prior reminder - to demand for interest after due date as customary in banking. Incidentally, preconditions and legal consequences of delay of payment of the buyer depend on legal regulations.

3.5

If a customer does not fulfil his obligation to pay - also regarding possible advance payments - after a reminder had been sent and an appropriate term had been set, a bankruptcy had been filed against him or insolvency proceedings against his assets had been instituted or a if we receive any credit information disclosing that the customer is unworthy of credit, we are entitled to cancel the contract and claim damages. In such a case, we are also entitled to make all our demands immediately due independent from their term.

3.6

The assertion of the right of retention by the customer, which is not based on the same contractual relationship, is excluded. Besides, the offset with counter claims is only acceptable if they are undisputed or valid.

3.8

If the contractual parties have agreed on instalments, the entire remainder of the debt - without taking maturity date of possible bill of exchanges into account - becomes due immediately if the buyer falls behind with at least two successive instalments and the amount he has fallen behind corresponds to at least the tenth of the entire purchase price.

4. Delivery / Date of Delivery

4.1

Delivery dates determined by us are not binding, unless its liability has expressly been agreed on in writing, by fax or e-mail.

4.2

The indication of certain dates of delivery by us is subject to changes of the correct and punctual self-supply. Non- or wrong-delivery are to be indicated immediately to the buyer.

4.3

Delivery terms become longer - also within a delay - in case of act of God and all unforeseeable impediments that may occur after the conclusion of contract, the vendor is not responsible for regarding the length of the impediment of performance. This includes problems of material supply, breakdowns, strikes, congestions and official directives. The customer shall be informed about the beginning and end of such occurrences immediately. If these impediments last longer than four months, the buyer is entitled, after a reasonable period had been allotted, regarding the non-fulfilled part or, unless the customer is not interested in a partial performance, regarding the entire performance to step back from the contract. If the term of delivery is extended or if we are freed from our obligations, the buyer can not claim damages. Term of delivery also becomes longer in case of changes of the contract by the same period that lies between the conclusion of the contract and the change of contract, unless agreed otherwise.

4.4

The seller only falls behind delivery date if he had been threatened by the buyer with non-acceptance after the end of another term. The additional respite set by the buyer must be at least two weeks. The seller can ask for another additional respite, if delayed delivery is due to circumstances he is not responsible for.

5. Shipping and Transfer of Risks

5.1

Place of fulfilment is the office of the seller, however, place of delivery is Italy depending on the location of the producing wharf.

5.2

If the good is to be shipped to another place on buyer's demand, it shall be agreed on in an extra transport contract that is independent from the purchase contract. The risk of transport, transport and package costs, expenses for transport insurance, as well as possible costs for additional services shall be paid by the customer in this case.

5.3

Shipping of goods on the customer's demand, the customer is obliged to inform the seller immediately in writing about possible damages that had occurred during shipment.

6. Acceptance, Complaints, Warranties and Liability

6.1

The buyer is entitled to verify the object purchased within 5 working days after receipt of notice of provision at the agreed place of acceptance. The buyer is obliged to accept the object purchased within the aforementioned period. If the object is driven by the buyer or his proxy during a test drive before it had been accepted by the buyer, the customer shall be made liable for damages if they had been caused wilfully or wantonly negligently.

6.2

Before acceptance, the buyer will be presented an acceptance protocol which is to be read through carefully together with the seller before acceptance. If it is certified in the acceptance protocol that the good is free from defects, the presumption of article 476 German Civil Code is regarded as disproved, if it is not about hidden defects.

6.3

If the seller falls wilfully or negligently behind the acceptance of the purchased object more than two weeks from receipt of indication of delivery the seller may set a term of two weeks for the buyer in writing explaining that delivery had not been accepted after the end of this term. If the respite elapses unsuccessfully, the seller is entitled to step back from the contract by a written explanation or to claim damages for non-fulfilment. Respite may not be set if the buyer seriously and definitely refuses acceptance or if it is obvious that he will not be able to fulfil his obligation to pay in accordance with the purchase order at that time. If the seller claims damages it shall be 15% of the agreed purchase price without V.A.T. The amount of damage is to be set higher or lower, if the seller can prove higher damages or the buyer can prove a lower damage. The seller can refer to relief to produce evidence pursuant to article 287, section 2 Civil Process Order.

6.4

If obvious defects, which had not been indicated during acceptance, are not indicated within two weeks and not obvious defects within one year after receipt of performance to the seller in writing, performances shall contractually be fulfilled regarding such defects. Terms are kept if an indication has been posted duly.

6.5

In case of a duly and justifiable claim, the seller shall only be limited to the right of subsequent improvement. In case of failure or refusal of subsequent improvement, the buyer may abate the purchase price or step back from the contract. Subsequent improvements shall be regarded as failed after the second unsuccessful try of removal of defects if nothing else arises particularly from the kind of the object or the defect or other reasons, such as due to the buyer's infringement of obligation to co-operate.

6.6

The buyer shall hand over the object to the seller for the purpose of subsequent improvements at the place of handing over. If the buyer demands subsequent improvements at another place he shall pay for extra costs. If subsequent improvements are can not be carried out at this place, the seller can demand the transport of the object to an appropriate place at the buyer's expense.

6.7

If a third party issued a manufacturer's warranty the seller may only be claimed if an extrajudicial assertion from the manufacturer's warranty has been unsuccessfully against the third party.

6.8

Pursuant to article 473, page 1 of the German Civil Code customer's warranty claims prescribe with new objects within two years, with used objects within one year from the legal begin of prescription.

6.9

Any further warranty claims, particularly claim for damages are on the other hand excluded, unless they constitute intent and gross negligence. This limitation shall not be valid in the case of culpable violation against considerable contractual obligation, which jeopardise the fulfilment of the contract purposes, in cases of peremptory liability pursuant to the Product Liability Law, in case of violation of life, body or health, as well where defects had guilefully remained unmentioned or if their absence had been guaranteed.

7. Retention of Title

7.1

The seller reserves the title of all objects delivered by him until the entire purchase price had been paid..

7.2

The buyer pays expenses for returns and the disposal of the purchased object. Costs of disposal amount to 5% of the disposal receipts without proof. They are to be priced higher or lower if the seller can prove higher expenses or if the buyer can prove lower costs.

7.3

The seller is obliged to inform the seller immediately about access of third to the purchased object delivered with the retention of title, such as distraint, the execution of the right to attach hold by a workshop. He must point out the seller's retention of title to the bailiff and other third and must indicate it by forwarding the distraint protocol to the seller. He shall pay all costs fort he cancellation of a lien and for the recovery of the purchased object., and all damages which might occur due to the access to the purchased object if costs and damages cannot be claimed from third.

7.4

As long as the retention of title is existent, the purchased can only be sold or pledged with the prior written consent of the seller; this is also valid fort he security transfer of title ort he leasing of the purchased object, as well as the change of a regular location.

7.5

During the retention of title, the seller is obliged to maintain the purchased object properly and to carry our maintenance and repairs immediately - apart from emergency cases - by the him or a workshop appointed by the seller.

8. Miscellaneous

8.1

Jurisdiction shall be the District Court of Bad Oeynhausen or rather the Country Court of Bielefeld.

8.2

German law shall be applicable fort he contract. The application of the UN convention on contracts fort he international sale of goods shall be excluded.

8.3

Contracts and modification of contracts shall be done in writing, as well as the cancellation of the written form.

8.4

Pursuant to article 33 of the Federal Data Protection Act we point out that contract data will be stored in a data processing system. We assure that no unauthorized third will be able to access the stored data.

8.5

No waiver of any breach of any condition in this document shall be considered as a waiver of any other provision. If any provision may be or become invalid this provision shall be replaced by another which comes in a legally acceptable way the purpose of the invalid provision the closest.