General Terms and Conditions of Business Türk+Hillinger GmbH,
Türk+Hillinger Automotive GmbH

Please find below our terms of Sale, Delivery and Payment and our Terms of Purchasing.

Sale, Delivery and Payment Conditions

As on: October 2009

I. Scope of delivery or services
1. The written, bilateral clarifications between the party placing the order (buyer) and us shall serve as the basis for the scope of the delivery or services rendered (referred to in the following as services). However, the general terms and conditions of business of the buyer will be applicable only insofar as the provider of services or delivery (referred to as the supplier in the following) has agreed to them explicitly and in writing. Once a contract is signed without any such written agreement, our terms and conditions of delivery and payment, which accompany the goods delivery as a written document, shall become applicable.

2. Protective equipment will be delivered along with the order wherever this is a statutory requirement, or if this has been agreed upon explicitly.

3. We reserve exclusive copyright and proprietary rights over the usage of all our cost estimates, drawings and other documents, and these may only be made available to third parties with our prior written permission. Drawings and other documents that form part of quotations should be returned to us without delay, if the order is not assigned to us and we demand their return. Clauses 1+2 of this section are equally applicable to the buyer’s documents; however, these may be made available to such third parties, whom we have sub-contracted for the delivery or services in responsible manner.

4. Make-and-hold orders, which are not entirely sub-divided into individual part deliveries at the time of drawing the contract, will have a maximum validity period of 12 months, reckoned form the date of signing the contract. Once this period is over, we are entitled to either demand acceptance of the goods not yet delivered so far, or bill the materials purchased and services rendered thus far towards the fulfillment of the order.

5. Over delivery and under-delivery to the extent of 10% of the ordered quantity are acceptable.

6. Our quotations are not binding and are subject to confirmation.

7. Where the manufacturing is done as per the buyer’s specifications, it is the sole responsibility of the buyer to ensure that the objects given over to us in the contract do not violate the copyrights of third parties. Accordingly, the buyer shall clear us of all liability in damage claims that might be made against us by third parties, in the event of such violations of copyright of third parties that may arise while executing the order.

8. Additional agreements if any to this agreement (auxiliary agreements) shall be effective only if they have been agreed upon in writing.

II. Prices and packaging

The prices are quoted ex factory and do not include packaging charges, but include turnover tax. Should there be any increase in wages or material costs after the contract has been signed, the prices will be renegotiated. The packaging will be charged on the basis of actual costs.

III. Proprietary rights

1. Until all requirements in the business contract between supplier and buyer are paid for, the delivered goods remain the exclusive property of the supplier. The buyer is allowed to resell the proprietary goods in the normal course of business, but is not entitled to a lien or chattel mortgage. The buyer is under obligation to ensure the rights of the provisional buyer in the event of resale on credit basis.

2. The buyer’s claims arising from the resale of provisional goods are relinquished by the buyer right away to the supplier; the supplier accepts this transfer. Irrespective of the transfer and of the supplier’s right to retract or collect, the buyer is entitled to retract so long as he fulfills his obligations towards the supplier and there is no lapse.

3. Any processing or modifications of the provisional goods will be made by the buyer on behalf of the supplier, without however making the supplier liable in any way. In the event of processing, association, or mixture of the provisionally accepted goods with other goods not belonging to the supplier, the supplier shall have proportionate co-proprietary rights on the new item, in tune with the invoice value of the provisional goods to the remaining processed goods at the time of executing the process, association or mixture. If the buyer acquires the sole proprietary rights over the new item, the contractual partners are mutually agreed that the buyer shall accord to the supplier co-proprietary rights in the new item, proportionate to the invoice value of the processed or associated or mixed provisional goods, and that these will be provided to the supplier without any compensation for the same.

4. If the provisional goods are resold together with other goods, and irrespective of whether this is done after certain processing, association, mixture or otherwise, the advance assignment described under Cipher 2 above will be applicable, and to the tune of the invoice value of the provisional goods, which is resold together with the other goods.

5. The supplier is under obligation to relax the back-ups or guarantees which he is entitled to as per the above resolutions,
upon his discretion and on the buyer’s request, insofar as its value exceeds the requirements that are to be guaranteed by 20% or more.

IV. Payment conditions

1. The payments shall be made to the account for proportionate tool costs without deductions at the time of assigning the order, for samples without deductions on receipt of invoice, for delivered goods within 8 days from the date of invoice with 2% discount or within 30 days from the invoice date without any discounts, from our payment office. Once this term expires, default interest will be levied at a rate, which shall be 8% higher than the basic rate of interest declared by the EZB at that time. If payment is made with bills of exchange that are eligible for discounts, and which require our consent, the discount charges and other incidental costs are to be replaced /compensated by the buyer.

2. The buyer can only call up against those claims or requirements that are non-controversial or have legal sanction.

V. Delivery schedule

1. Delivery schedules can be adhered to only if all the documents, the necessary permits, releases, timely clarifications and approval of plans that are to be provided by the buyer have been received on time, and the payment conditions agreed upon and other obligations are met with. If these pre-conditions are not met with on time, the delivery dates will get postponed accordingly.

2. The schedule is considered to be met with if: the goods have been sent to the dispatch or have been collected within the deadline agreed upon for the delivery/rendering of the service. In case the delivery is delayed due to reasons for which the buyer is responsible, the schedule will still be considered to have been met with if readiness to dispatch is announced within the due date agreed upon.

3. If delivery cannot be made on time due to mobility, war, unrest, strikes, lock-outs or unforeseen circumstances that lie outside our control, and such reason for non-delivery can be established satisfactorily, the term or schedule for delivering the services or goods can be extended appropriately.

4. Damage claims in all cases of delayed delivery, which are raised by the buyer, will be invalid after a certain period that the supplier is accorded. This is not applicable in cases of intentional or gross negligence. The liability amount for this is set to a maximum amount of 0.5% per complete week of delay, and, on the whole, can extend up to 5% of the value of that part of the delivery or service, which could not be used as deemed in the contract owing to the delayed delivery.

5. If the dispatch or delivery is delayed based on the buyer’s request, warehousing charges to the tune of 1/2% of the invoice amount can be levied on the buyer, starting one month from the date of notifying readiness to deliver, and for each month that begins thereafter. The warehousing charges are restricted to 5% unless higher costs can be established.

VI. Transfer of risks
1. Even in the case of freight-free deliveries, the risk is transferred to the buyer in the following manner:

a. in the case of deliveries which do not involve installation/deployment or assembly, when they are brought to the dispatch or when they have been collected. If the buyer wishes, he can at his expense have the delivery insured by the supplier against the usual transportation risks;

b. in the case of deliveries that involve installation/deployment or assembly, on the day when it is commissioned at the buyer’s site or, where agreed upon to that effect, after fault-free trial run.

2. If the dispatch, delivery, beginning, execution of the installation/deployment or assembly, commissioning at the buyer’s site or the trial run is delayed due to reasons for which the buyer is responsible, or if the buyer delays acceptance due to other reasons, the risks will be transferred to the buyer.

VII. Acceptance

1. The buyer is not empowered to reject acceptance of the goods on account of insignificant defects.

2. Deliveries in part are allowed, insofar as the buyer may be reasonably expected to accept them.

VIII. Material defects

We accept liability for material defects in the following manner:

1. All those parts or services which are recognized as defective within 12 months shall be improved upon at our discretion, delivered afresh, or rendered again, provided that the reason for the defect existed even at the time of risk transfer. Parts which are subject to wear and tear, such as compressed heating elements with high surface load, whose lifetime could be less than 12 months depending on the kind of usage they are subjected to, are exempt from this obligation.

2. Material defect claims become obsolete in 12 months in the case of deliveries made to commercial end users. This is not applicable in all those cases where the law according to according to §§ 438 Sec. 1 No. 2 (Constructions and related items), 479 Sec. 1 (regress claims) and 634a Sec. 1 No. 2 (construction defects) BGB prescribes a longer period, or in cases where there is damage to the life or health, physical damage, in the case of intentional or grossly negligent violation of duty on the part of the supplier and in the case of suspicious suppression of defects. The statutory regulations pertaining to the restriction in time, restrictions, and fresh starts or new delivery deadlines or schedules remain untouched.

3. The buyer shall without delay give written notice to the supplier of any material defects.

4. In the case of defect complaints, payments due from the buyer can be withheld to an extent that is warranted by and is commensurate with the material defects that have been notified. The buyer can withhold payments only if a clear and doubtless defect complaint has been established. If the complaint turns out to be untenable, the supplier is entitled to demand compensation for the expenses incurred by him on account of the complaint.

5. At first, the supplier has to be given a chance to set right the defect within a reasonable period of time.

6. If this chance for correction does not fetch results, the buyer can withdraw from the contract or reduce the payment without incurring any damage claims according to Art. IX.

7. defect claims do not arise in the case of insignificant deviation from the characteristics agreed upon earlier, where the usability is only negligibly reduced, or where there is a natural wear and tear, or for damages, which arise after the risks have been transferred, and are due to defective or negligent handling, inordinate overload, inappropriate working materials, defective construction work, unsuitable construction site or which arise due to special external influences which are not foreseen in the contract, and in the case of software defects which cannot be reproduced. If the buyer or other third parties make inappropriate changes or maintenance operations, again, there can be no damage claims for these and for the consequences that ensue therefrom.

8. The buyer’s claims in respect of expenses incurred during the subsequent fulfillment of the delivery, particularly those relating to transport, freight, labor and material costs, are ruled out, wherever the expenses increase because the delivered item is sent to a place other than the buyer’s site, unless this shift in the delivery location is warranted by the proper usage of the item.

9. Regress claims of the buyer against the supplier according to § 478 BGB (entrepreneur’s recourse) exist only insofar as the party placing the order has not entered into any agreements with his buyer? That go beyond the statutory defect claims. The scope of the regress claim that can be raised by a buyer against the supplier, according to § 478 Sec. 2 BGB, includes No. 8, which is also applicable accordingly.

10. Moreover, damage compensation claims are applicable as per Art. IX (Liability and damage compensation claims). Further –reaching claims of the buyer against the supplier and those executing his orders, or claims other than those regulated in this Art. VIII that arise due to material defect are excluded.





IX. Liability and damage compensation claims

Our liability is restricted exclusively to those agreements that are made in these terms and conditions. The buyer cannot bring to bear against us any indemnification and compensation claims that go beyond the scope of these: he cannot, in particular, make any claims to damage claim, not even in the event of negotiations that are not covered in the contract, or other rights arising from any disadvantages, irrespective of the legal ground on which it is based. This exclusion of liability non-liability is not applicable in the case of intentional, gross negligence on the part of the owner or leading staff, and in the case of culpable violation of essential contractual obligations.

In the case of culpable violation of essential contractual obligations we are liable only for those damages that are peculiar to the contract, and those damages which can be foreseen reasonably – except in the cases of intentional and gross negligence on the part of the owner or leading staff members.

Again, the non-liability is not applicable in cases where the liability for personal or material damages to articles of personal use arise due to defects in the delivered object, in accordance with the product liability legislation. It is also not valid in cases where certain characteristics or properties which were explicitly guaranteed are missing, if the guarantee had aimed at protecting the buyer against damages that have not been incurred in the delivered object itself.

We are equally liable for deliveries or services, for claims made by the buyer for removal of defects, delivery of substitutes or damage compensation, which arise due to violation of auxiliary contractual obligations, unless liability for these cases has been excluded explicitly.

X. Place of jurisdiction

1.If the buyer is a dealer or merchant, the legal jurisdiction is the local court of Tuttlingen for all disputes arising either directly or indirectly from the contractual relationship. The supplier is however also entitled to take the dispute to the buyer’s location.

2. The German material law holds for all legal relationships pertaining to this contract.

XI. Binding nature of the contract

Even if certain individual assertions of this contract are not legally tenable, the rest of the contract still continues to be binding in nature. This does not hold true if adherence to the contract would imply inordinate hardship for any one of the parties.

Türk+Hillinger GmbH, Türk+Hillinger Automotive GmbH, 78532 Tuttlingen




 

Terms of purchasing Türk+Hillinger GmbH / Türk+Hillinger Automotive GmbH / Hillinger GmbH & Co.

As on: October 2009

Applicable in business transactions with companies, legal entities related to public law and fund assets governed by public law.




1. General
1.1 Our conditions of purchase have exclusive validity; we do not recognize any contradictory business terms and conditions of the supplier, or those which deviate from our conditions of purchase of the supplier, unless we have previously agreed explicitly and in writing to their applicability. Our conditions of purchase continue to be applicable even when we accept or pay for product deliveries and services (referred to in the following as object of agreement) from the supplier, in full knowledge of contradictory business terms and conditions of the supplier, or those that are different from our own conditions of purchase.

1.2 Our conditions of purchase are valid for all future deliveries and services rendered by the supplier to us, till such time as our new conditions of purchase should become valid.

2. Sign off and changes to the contract
2.1 Orders, contractual deals and call-offs as well as any changes or enhancements to these should be done in writing. Orders and call-offs can also be effected through remote data transfer or telefax.

2.2 Oral agreements that are made before or at the time of signing the contract require the written confirmation of purchase (purchase order) in order to become effective. Cipher 2.1, Clause 2 remains unaltered.

2.3 Oral agreements that are made after the contract is signed, particularly subsequent changes
and enhancements to our conditions of purchase — including this clause on written confirmations — as well as auxiliary agreements
additional agreements of all kind require a written confirmation of purchase in order to become effective.

2.4 Cost estimates are binding and cannot be remunerated, unless otherwise agreed upon explicitly.

2.5 If the supplier does not accept the order within two weeks of its arrival, we are entitled to recall the delivery Widerruf. call-offs are binding, if the supplier does not indicate otherwise within five working days of arrival of the goods.

2.6 The Supplier Guidelines for Suppliers (LLF) as well as the Delivery- and Packaging Regulations of Türk+Hillinger GmbH and Hillinger GmbH & Co. form part of this contract.

3. Delivery
3.1 Deviations from our deals and orders are allowed only after prior written approval from us.

3.2 Deadlines and schedules once agreed upon are binding. The entry of goods at our site is the deciding factor for deciding whether a delivery deadline has been met with or not. If delivery „ex factory“ is (DDU or DDP according to lncoterms 2000) agreed upon, the supplier has to make the goods available on time, taking into consideration the necessary loading time and dispatch durations in consultation with the concerned freight agent.

3.3 If the supplier undertakes the installation/deployment or assembly, and where nothing otherwise has been agreed upon, the supplier shall bear all necessary extra costs such as the travel expenses, provision of tools and allowances.

3.4 If deadlines or schedules are not adhered to, the statutory regulations are applicable. If the supplier anticipates difficulties with respect to the manufacturing, raw material procurement, adherence to the delivery schedules or similar difficulties which could hinder him from making prompt delivery or from maintaining the agreed quality of the delivery, the supplier should inform our order department about this without any delay.

3.5 The acceptance without reservations (unconditional acceptance) of a delayed delivery or service does not exempt the supplier from our claims for compensation arising due to the delay in delivery: this holds good till the payment due from us for the concerned delivery or service is made in full.

3.6 Deliveries in part are not acceptable in principle, unless we have agreed to it explicitly or we can be reasonably expected to accept them.

3.7 The values determined at our end at the time of goods entry are decisive for all quantities, weights and measures, unless otherwise stipulated.

3.8 We reserve the right to use all software, which forms part of the product delivery, including the corresponding documentation, with the stipulated performance characteristics and to the extent required for using the product as defined in the contract. We reserve this right in addition to the statutory rights of usage as per §§ 69a ff. UrhG. We may make back-up copies even without explicit agreement to the effect.

4. Force majeur
Force majeur, strikes, unforeseen malfunction, unrest, civil measures and other unavoidable circumstances entitle us to withdraw from the contract either partly or entirely, without damage to our other rights, if these prove to be of considerable duration and cause a considerable reduction in our demand.

5. Notice of dispatch and invoices
The details given in our orders and call-offs. The invoice is to be submitted in duplicate giving the invoice number and other filing references such as article number, etc. To the address indicated in each case; the invoice should not be sent along with the product deliveries.

6. Pricing terms and transfer or risks
In the absence of any other special agreements, the prices are understood to be ex factory, delivered duty paid (DDP according to lncoterms 2000) inclusive of packaging. Turnover tax s not contained therein. The supplier bears the material risks till the time the goods are accepted by us or by our representative at the place where the delivered is to be made as per the contract.

7. Payment conditions
In the absence of any other special agreements, the payments will be settled either within 14 days with a discount of 3 % or within 30 days without any discount, from the date on which the request for payment is made, and both the invoice as well as the goods or services are delivered or rendered respectively. The payments made will be subject to audit controls.



8. Defect claims and recourse
8.1 The acceptance will take place provisionally, and depends on the results of inspection for defects, particularly in respect of correctness, completeness and usability. We reserve the right to inspect the object of agreement, in so far and as soon as this can be done in the normal course of business; defects thereby identified will be notified by us without delay. The supplier will therefore refrain from objections on the grounds of delayed notification of defects.

8.2 The statutory provisions for material and title defects will be applicable, unless otherwise stipulatd in the following.

8.3 The tight to choose the type of subsequent delivery rests in principle with us. The supplier is entitled to refuse the type of subsequent delivery chosen by us, under the provisions of § 439 Sec. 2 BGB.

8.4 If the supplier fails to start removing defects immediately upon receiving notification of defects, we are entitled, in urgent cases, particularly where acute perils are to be circumvented or heavy damages are to be avoided, to undertake these measures on our own, or to get them done by a third party, and charge them to the supplier. Material defect claims will expire in 2 years unless the object has been used in its normal mode of usage for a construction, and is the cause of its defective nature. The expiry period for material defect claims begins with the date of delivery of the object of the contract (transfer of risks).

8.5 In the case of title defects, the supplier will in addition provide immunity from eventual claims that may be made by third parties. The period of validity for title defect claims is 10 years.

8.6 For all parts in the delivery that are repaired or serviced within the validity period of our defect claims, the period of validity begins anew from the time the supplier completely fulfills our claims of replacement.

8.7 If costs are incurred by us on account of the defective nature of the supplied objects of contract, particularly transport, freight, material, travel or wage costs, or costs incurred for entry level inspection that exceeds the normal scope, the supplier shall bear these costs.

8.8 If we recall products that are manufactured and/or sold by us on account of defects in the object of contract supplied by the supplier, or if the sale price was reduced to our disadvantage on account of the same, or if we are taken to task in any other respect, we reserve the right to recourse against the supplier, and without any notice period for enforcing the same, which would otherwise have been necessary.

8.9 We are entitled to demand compensation of expenses from the supplier, which we have incurred proportionately in our transactions with our customers, through the customers claims against us to compensate the costs of subsequent or substitute deliveries, especially transport, freight, wage and material costs.

8.10 Irrespective of the provisions in Cipher 8.5,
in the cases described under ciphers Ziff. 8.8 and 8.9 the expiry comes into effect earliest 2 months after the date on which we have fulfilled the claims made against us by our clients, but latest 5 years after the supplier has delivered.

8.11 If a material defect manifests itself within 6 months of risk transfer, it is assumed that the defect existed already at the time of risk transfer, unless this defect is incompatible with the nature of the object or defect.

9. Product liability and Regress
In the event of claims made on us due to product liability, the supplier is bound to release us from all such claims that arise from the damages caused by a defect in the object o contract delivered by the supplier. In cases where the liability depends on debt encumbrance, this is applicable only when the supplier runs into debt. So long as the cause of damages falls under the supplier’s responsibility, he shall bear the burden of proof. In these cases, the supplier will bear all costs and expenses, including legal expenses and regress actions. In all other cases, the statutory regulations hold.

10. Execution of work
Person executing work on factory premises in fulfillment of the contract should heed the regulations and guidelines of the respective place of work. The liability for accidents for these persons on factory premises is excluded, unless this is caused through intentional or grossly negligent violation of obligations on the part of our legal representative or execution assistant.

11. Additional supply
Materials, parts, containers and special packaging provided by us remain our exclusive property. These may be used only in accordance with our provisions for the same. The processing of materials and assembly of parts shall be done exclusively for us. There is agreement, that we hold co-proprietary rights proportionate to the value of the goods supplied by us.

12. Documents and non-disclosure
12.1 All business and technical information (including characteristics which may be gleaned from objects handed over, documents or software, and other knowledge or experience) provided by us, should be maintained strictly confidential and not disclosed to third parties, unless this information is not already established as public knowledge, and may be made accessible to only such persons at the supplier’s premises who need it absolutely for executing the delivery to us, and who are likewise under obligation to maintain confidentiality; such information remains our exclusive property. Such information cannot be replicated or used commercially, except in the case of deliveries to us, without our prior written permission. All information originating from us (including copies or notes, if any) and objects lent out temporarily should, on our request, be returned without delay and in full, or destroyed as per instructions. We reserve all rights over such information (including copyright and the right to notification of commercial rights of protection, such as patents, registered designs, etc.). Where these have been made available to us by third parties, these rights of reservation would take effect in favor of these parties.

12.2 Products made in accordance with documents prepared by us, such as drawings, samples and such like, or created using our confidential information or using our tools or tools created based on our inputs, cannot be exploited by the supplier in any way, either for own use, or offered or supplied to third parties. This applies in spirit to our print orders as well.

12.3 In case of deliveries and use of obtained goods the supplier is liable for the protection of the industrial property rights of the third party. in case of the breach of this duty the purchaser is entitled to the rights of warranty. If the purchaser claims the right of warranty, the supplier is obliged to release the
purchaser in particular from claims of third parties, provided that he does not provide evidence, that he is not responsible for the breach of duty.

13. Place of execution
Place of execution is that place where the goods are to be delivered as per the order.

14. General conditions
14.1 Should a clause in these terms and conditions and the relevant further agreements be or become invalid, the validity of the remaining part of the terms and conditions remains unaffected. The contractual partners are under obligation to replace the invalid clause by a suitable regulation or provision that makes best business sense.

14.2 Place of jurisdiction for all legal disputes arising directly or indirectly from this contractual relationship based on these conditions of purchase is Tuttlingen. We further reserve the right to take the dispute to court at the supplier’s location, or at a location of his subsidiary or at the place of execution or delivery.

14.3 The contractual relationship is governed exclusively by the German law with the exception of the conflict of laws and the convention of the United Nations on contracts in international sale of goods (CISG).

Türk+Hillinger GmbH, Türk+Hillinger Automotive GmbH,
Hillinger GmbH & Co.78532 Tuttlingen