General terms and conditions of trade of BSP Silicon-Profile GmbH

1. Purview

1.1 The deliveries, performances and offers follow exclusively under
consideration of these general terms and condition of trade. These terms also
be valid for all business relations in the future and also in case they are not
explicit negotiated again. Latest with the receiving of the goods or performances these terms are approved by the customer.

1.2 Different general terms of the customer that are not explicit approved by
BSP are not binding for BSP also in the case BSP does not contradict explicit.

1.3 All agreements that are fixed in combination with sales contracts between BSP and the customer have to be determined written in the sale contract, these terms or the confirmation of the order of BSP.


2. Offer, order and conclusion of the contract

2.1 The offers of BSP are not binding except that BSP named them explicid and written as binding. Acknowledgement of receipt and order of the costumer become binding with the written confirmation of the order of BSP.

2.2 The sale employee of BSP are not obliged to give oral warranty or to
negotiate oral collateral agreements that go beyond to the contents of the
written contract.


3. Performance

3.1 If BSP and the customer do not agree explicitly on payment of total tooling
cost by customer in conjunction with transfer of ownership to the customer, the calculated expenses for tools are only a part of total expenses, in which case BSP retains ownership of the tools. If the parties agree explicitly on payment of total tooling cost by customer in conjunction with the transfer of the ownership, BSP retains the ownership regarding clause 7, up to final termination of the business relation and complete settlement of any BSP claim.

3.2 BSP reserves the ownership and intellectual property for any kind of
estimates of costs, drawings and other documents, supplied by BSP to the
customer.

3.3 Customer has to return to BSP all documents etc., supplied by BSP during
negotiation, if the parties don’t enter in any contract.

3.4 Divergences of the delivered product in view to quality or quantity are
agreed, if they are insignificant or customary in trade. As insignificant
divergence applies in particular a divergence of +/- 10 %.

3.5 As far as BSP does not give any explicit garanties regarding the condition
specifications of a product are only a description.

3.6 The specifications, drawings, measurements, weights and colours are only approximately relevant unless they explicitly declared as binding for BSP.
Insignificant alterations and technical improvements of BSP are agreed.

3.7 The technical application advices of BSP in word and written and also
proposals, talkings and projections shall only declare the costumer the optimal
using of the product. They don’t discharge the customer of his duty to proof
himself if the product is useable for the special individual purpose. The risk of
the application and using for the special purpose of the customer is located by the costumer as far BSP does not explicitly garanty a special applicability.

3.8 BSP retains the right to change his product at any time. The delivery with
changed products needs a pre-release of the sample by the costumer. The prerelease applies as given if the customer does not give any explanations within four weeks since the sample was sent by BSP. BSP is obliged to indicate the customer when sending the sample that the pre-release applies as given if the customer does not react within the period of four weeks.


4. Prices and terms of payment

4.1 Prices of BSP are stated in EUR, excluding taxes (VAT etc.) shipping,
handling and insurance. Tax (VAT etc.) is calculated according to the rate
applying on the date of invoice. The price measures after the real extent of the delivery between the valid tolerances after figure 3.4.

4.2 BSP will charge the costs of packing material to the customer according to net costs. If under German law (statutory order for packing) BSP is obliged to take back packing material the customer has to pay for redelivery of the used packing material.

4.3 Prices are only valid after confirmation of BSP. If the customer orders
delivery for a date more then 3 months after confirmation by BSP, BSP has the right to increase prices, if BSP´s expenditures have risen in the meantime.

4.4 Invoices of BSP are payable without deduction 30 days after the date of
invoice, unless the parties explicitly agree otherwise. BSP is entitled to charge the payments of the costumer against his has to inform the customer about the kind of settlement. If costs or interests older depts first regardless wether the costumer use different regulations. BSP are extent BSP is entitled to charge the payment first against the costs than against the interests and latest against the main claim..

4.5 If the customer pays later than 30 days after date of invoice, BSP is entitled to claim accumulated interest at the rate of 8 % point over the basic interest rate after § 247 BGB. BSP is entitled to give evidence for further damages, caused by delay.

4.6 The customer may not set off any payments with contested claims or claims that has not become res judicata.

4.7 In case BSP gets knowledge of circumstances that call in question the
creditworthiness of the customer or the customer ceases his payments or a
cheque of the customer is not be covered BSP is entitled to accelerate the
complete remaining duty regardless wether BSP has taken cheques. In this
case BSP is also entitled to claim payment in advance or provision of security.


5. Time limits for delivery, partial deliveries

5.1 Time limits or dates of delivery that are not agreed explicitly are exclusively not binding statements. Named time limits begin with the sending off of the confirmation of the order by BSP. Authoritative for the adherence to the agreed time limits and – dates is the notification of the collection – or sending readiness through BSP. As far as a calender week is agreed as date of delivery the date of delivery is adherenced if the notification of the collection or sending readiness through BSP takes place at the last working day of the week.

5.2 BSP does not have to represent delivery delay as if they are attributable to act of god or events that make the delivery on behalf to BSP impossible or not only temporarly more difficult than usual. Such delivery delays entitle BSP to postpone the delivery or performance for the period of the handicap plus an adequate initial time or to withdraw partial or complete from the contract
referring to the unexecuted part. Under such events in particular the following reasons have to be resumed: The delayed receipt of documents the delayed payment or other advance performance of the costumer later changing of the contract through the customer, unforeseen events by BSP or a by a supplier of BSP like official actions, working disturbance, problems with the energy reply, delayed supplyment of important materials, strike lock out, and similar events BIW does not have to represent.

5.3 If the delay exceed a period of three months and after an adequate fixing of period of grace through the costumer the costumer is entitled to withdraw from the contract referring to the unexecuted part. In case of an extension of the delivery time or in case of BSP’s exemption from the duty to execute the
performance the customer is not entitled to demand compensations. BSP is
only allowed to refer to the forenamed events if she informs the customer
without hesitation.

5.4 If BSP does not deliver in time because of events BSP is responsible for the customer has to give BSP a written additional period of 2 weeks.

5.5 As far as BSP has to represent the exceeding of promised time limits and
promised dates or is in delay the customer is entitled to demand an
compensation of 0,5 % for every ended week of the delay but altogether not
more than 0,5 % of the invoice price of the performance that is toughed of the
delay. The fore standing is only relevant if the costumer can show probable a
damage. All damage claims of the costumer because of delayed supplyment
and all damage claims instead of the performance that exceed to fore standing border are excluded in all cases of delayment regardless of the outrunning of a period of delivery set by the customer. The fore standing has no relevance if in case of intention gross negligence or in case of body damage life damage or health damage a liability is obligatory. The customer is only entitled to withdraw from the contract in the border of the law if the supplier has to represent the delayment of the delivery. The fore standing does not change the burden of proof to the detriment of the customer.

5.6 Partial deliveries are allowed as far as they are reasonable for the costumer.


6. Dispatch, bearing of risk, acceptance of delivery

6.1 The customer has to collect the ordered goods immediately, after BSP has
reported readiness for dispatch or collection. Otherwise, BSP is entitled to
deliver or to store the goods, in which case the customer has to bear risk of loss of or damage to the product and has to pay the cost of storage. BSP is entitled to charge storage costs per month up to 0,5 % of the total amount of the invoice. The storage cost may not exceed 5 % of the total amount of invoice, unless BSP proves higher actual cost. The customer is entitled to prove that there is not damage or a lower damage than the fore standing lump sum.

6.2 Not with standing any other agreement, BSP is free to choose the best kind and the best way for delivery.

6.3 With giving the delivery to the shipment or with its picking up the customer
bears the risk. In case the shipment is delayed because of the customer’s whish or indeptedness the customer bears the risk with receiving the information about the shipmentreadyness.

7. Reservation of title

7.1 BSP retains the property of any delivered good, until all claims of BSP
against the customer arising from the business relation between the parties are settled.

7.2 The customer is entitled, to sell and to process the goods of retained title in an ordinary run of business if he is not in delay opposite BSP. The costumer is not entitled to pledge or to assign the goods of retained title by way of security. He is obliged to secure the rights of BSP in case of a sell under granting a credit.

7.3 In the case of a delate payment BSP is entitled to withdraw from the
contract and also to demand the surrender of the goods of retained title.

7.4 For the purpose to secure the retained title of BSP the customer assigns by way of security to BSP all rights and claims, arising from the sale of the goods under retained title. BSP accepts the assignment.

7.5

7.5.1 The customer undertakes all possible mechanical treatment, working up, processing or manufacturing of the goods under retained title on behalf of BSP. If the goods under retained title are treated, processed or manufactured or inseparably mixed with other objects, which are not in the property of BSP, BSP and the customer will keep the property of the new goods jointly. The portion of joint ownership of BSP and the customer are determined according the relation of the invoice value of the goods under retained title on the one side to the value of the other goods used in creating the new product at the time.

7.5.2 Even if the goods under retained title are to be connected with other objects to a new homogeneous product or to be inseparably mixed up and the other objects are the prevailing parts of the new goods in view of art. 947 II BGB of the German law, the customer being the owner of the prevailing part shall transfer proportionate joint property to BSP.

7.5.3 The customer holds in trust the property or the joint property on behalf and free of charge for BSP. However, with regard to the new goods created by treatment, combination or the mixture, the same regulations apply, as for the goods under retained title.

7.6 In case of enforcement of third parties into privileged property, assigned claims or other security titles, the customer has to report immediately to BSP. He also has to hand over immediately all documents, BSP needs for intervention. This also applies to any other kind of injury to the collateral

7.7 BSP will waive security titles in accordance with the above mentioned regulations, as soon as the customer demands and the value of the delivered goods under the retained property exceed by more than 20 % the value of the claims of BSP, which are secured by the privileged propert


8. Rights of the costumer because defects

8.1 All parts or performances that show a defect meanwhile the limitation period after the choice of BSP have to be costless delivered subsequently, new delivered or new produced so far the reason was present at the time of the passing of the risk.

8.2 Demands because of material defects become statue barred after 12 months. The fore standing has no relevance if the law after §§ 438 I Nr. 2 (Buildings and things for buildings), 479 I (Recourse demands) and 634 a I Nr. 2 BGB (Building defects) provides longer time periods, if a life, a body or the health is damaged, in case of an intent or gross negligence breach of duty of BSP and in case of a fraudulent concealment of a defect. The legal regulations of the suspension of expiration the hindrance and the new beginning of the time periods stay untouched.

8.3 The costumer is obliged to give a written notice of the defect to BSP without hesitation latest within one week after the receipt of the delivery. About defects that could not be found within this period after a careful examination BSP has to be informed in written form without hesitation after their discovery.

8.4 In case of the notification of defects the costumer is entitled to hold back the payment in an extent that stands in an adequate proportion to the defects discovered. The costumer is only entitled to hold back the payment in case of the notification of a defect that is uncontested. In case the notification is not legally justified BSP is entitled to claim back the cost that arised out of this.

8.5 The warranty of BSP is valid 6 months after BSP has delivered the goods
from factory.

8.6 The customer has to give BSP the opportunity to perform the follow up
fulfilment within a reasonable time. In case of the failore of the follow up fulfilment the customer is entitled to withdraw from the contract or to reduce the compensation without prejudice to damage claims according to figure 9. Regarding damage claims figure 9 is relevant (Other damage claims). Others or largely defect claims of the customer against BSP or the vicarious agents of BSP than stipulated in figure 8 are excluded.

8.7 Defect claims are excluded in the case of an irrelevant deviation of the agreed conditions or an irrelevant prejudice of the merchantability in case of the natural abrasion or defect that arises after the passing of the risk because of wrong or careless treatment excessive load not suitable working funds or because of particular influences that not assumed after the contract. In case that the customer or a third person make impoper amendments at the products the customer has no defect claims regarding these amendments and their consequences if the customer is not able to confute the substantified allegation of BSP that one of these reasons are responsible for the defect.

8.8 Expenses, particularly cost for transport, routs, work and material, that result from the follow up fulfilment are excluded if the expenses are increased because of the fact that the subject of the delivery was introduced later to another place than the establishment of the costumer except that the introduction correspond with the agreed use.

8.9 Rights of recourse of the costumer against BSP after § 478 BGB (Recourse of the entrepreneur) exist only so far the customer has not conclude an agreement with his purchaser that go beyond the legal defect claims. Referring to the extent of the rights of recourse of the customer against BSP after § 478 BGB figure 8.8 shall apply mutates mutandis.


9. Other defect claims

9.1 Unless the below mentioned regulations lay down other rules damage claims and claims of compensation for expenses (in the following damage claims) of the customer against BSP are excluded irrespective of their legal ground. The exclusion of liability especially applies for claims based on responsibility by conclusion of treaty, delay, subsequent impossibility, misperformance, violation of accessory obligations and illicit acts. Therefore BSP´s liability is excluded for any other damages, than those on delivered products. BSP´s liability is also excluded for lost profits or other property damages of the customer.

9.2 The above mentioned exclusion of liability does not apply in case of an imperative liability for example after the "Produkthaftungsgesetz (ProdHaftG)", in case of intention, gross negligence or in case of body damage, life damage or health damage or in case of the violation of significant contract obligations.

9.3 In case of violation of significant contract obligations BSP is only responsible for damages that are typical for this kind of contract and reasonable foreseeable except in case of intention, gross negligence or in case of body damage health damage and life damage.. The fore standing does not change the burden of proof to the detriment of the customer.

9.4 As far as BSP's liability is excluded or limited, the same rules apply for the employees, legal representatives and other servants.

9.5 If the costumer has damage claims after figure 9 these claims became statute-barred with the expiry of the limitation period for claims because of material defects after figure 8.2. In case of damage claims after the ProdHaftG the legal regulation of limitation of action are valid.


10. Place of performance, place of jurisdiction, law in force and other rules

10.1 Place of performance for any obligation arising from this contract is the residence of BSP (Nieder-Olm, Germany).

10.2 Place of jurisdiction for any kind of dispute, arising from this contract also in proceedings on a bill of exchange or checks, is the residence of BSP (Nieder- Olm, Germany) as far as the customer is merchant, a juridic person of the public law or a public-law fund.

10.3 German law shall apply. The agreement of the United Nations dated 11.04.1980 referring to contracts for product-sales CISG-"Wiener-Kaufrecht" shall be excluded.

10.4 If the general terms and conditions are completely or partially invalid, instead of the invalid terms such term or terms shall be construed, in such as a way to accomplish the appearent purposes. The validity of all other terms shall not be effected.


BSP Silikon-Profile GmbH

Am Hahnenbusch 14
D-55268 Nieder-Olm,
+49 - 6136/9216-0 Fax +49 - 6136/9216-20
(Update: 09/2003)