Knott GmbH (Version of 3.4.2007)

1 General - Scope Our Terms and Conditions of Purchase shall apply exclusively; we do not recognise any terms and conditions of the supplier which conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier's delivery without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.

All agreements made between us and the supplier for the execution of this contract require our written confirmation. Our terms and conditions of purchase shall only apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code). They shall also be binding for all future transactions with the supplier. Individual contractual agreements, in particular the assumption of a guarantee for the quality of the goods by the supplier in accordance with our order, shall take precedence over our Terms and Conditions of Purchase, but these shall apply in addition.

2 Offer - Offer Documents The supplier may also accept our order by conclusive conduct. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us without being requested to do so. They must be kept secret from third parties.

3 Prices - Terms of Payment The price stated in the order is binding. In the absence of any written agreement to the contrary, the price includes delivery "free domicile" including packaging as well as customs formalities and customs duty. The return of packaging requires special agreement. The statutory value added tax is included in the price. The supplier is obliged to issue invoices after delivery in accordance with the specifications in our order, in particular to state the order number specified by us. The supplier shall be responsible for all consequences arising from non-compliance or improper compliance with this obligation. Unless otherwise agreed in writing, we shall pay the agreed remuneration within 14 days of receipt of the invoice with a 3% discount or net within 30 days of receipt of the invoice. We shall be entitled to rights of set-off and retention to the extent provided by law.

4 Delivery period The delivery time stated in the order is binding. The supplier is obliged to inform us immediately in writing if circumstances arise which indicate that the agreed delivery time cannot be met. In the event of a delay in delivery, we shall be entitled to the statutory claims, in particular we shall be entitled to claim damages for non-performance after the fruitless expiry of a reasonable grace period.

5 Transfer of risk - documents Unless otherwise agreed in writing, delivery shall be made "free domicile". The risk of accidental loss and accidental deterioration of the goods shall in any case only pass to us upon their handover. The supplier is obliged to state our order number exactly on all shipping documents and delivery notes; if he fails to do so or does so incorrectly, he shall be responsible for any resulting delay and any resulting damage.

6 Examination for defects - Warranty We shall not be obliged to inspect the goods and give notice of defects if the supplier has given a guarantee as to the quality of the goods, unless the deviation of the goods from the guaranteed quality is apparent at first sight. We shall be entitled to the statutory warranty claims in full; irrespective of this, we shall be entitled to demand that the supplier rectify the defect or supply a replacement at our discretion. In this case, the supplier shall be obliged to bear all expenses necessary for the purpose of rectifying the defect or making a replacement delivery. We expressly reserve the right to claim damages, in particular damages for non-performance. The warranty period is 24 months, calculated from the transfer of risk.

7 Product and Defect Liability - Indemnification - Liability Insurance Coverage Insofar as the supplier is responsible or liable for product damage or product defects, he shall be obliged to indemnify us against claims for damages by third parties on first demand. In this context, the supplier shall also be obliged to reimburse any expenses pursuant to Sections 683, 670 of the German Civil Code (BGB) arising from or in connection with a recall action carried out by us. We shall inform the supplier about the content and scope of the recall measures to be carried out - insofar as this is possible and reasonable - and give him the opportunity to comment. The supplier undertakes to maintain product liability insurance at his own expense with the amount of cover requested by us; if we are entitled to further claims for damages, these shall remain unaffected.

8 Industrial property rights The supplier guarantees that no rights of third parties within the Federal Republic of Germany are infringed in connection with his delivery. If claims are asserted against us by a third party in this respect, the supplier shall be obliged to indemnify us against such claims upon first written request. The supplier's obligation to indemnify us shall extend to all expenses necessarily incurred by us as a result of or in connection with the claim by a third party.

9 Retention of Title - Provision - Tools - Secrecy Insofar as we provide parts to the supplier, we shall retain title thereto. Processing or transformation by the supplier shall be carried out for us. If our goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item to the other processed items at the time of processing. If the item provided by us 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 item subject to retention of title to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, it shall be deemed agreed that the supplier transfers co-ownership to us on a pro rata basis; the supplier shall keep the sole ownership or the co-ownership for us. We retain title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water and theft damage at his own expense. He is also obliged to carry out any necessary maintenance and inspection work in good time at his own expense. He must notify us immediately of any malfunctions. The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express written consent. The obligation to maintain secrecy shall also apply after the execution of this contract. Even in the event of a breach of these obligations hereby assumed by the supplier, the latter shall be obliged to compensate us for any damage incurred.

10 Applicable law and place of jurisdiction The legal relationship between the supplier and us shall be governed exclusively by the laws of the Federal Republic of Germany. For cross-border trade, we exclude the applicability of the UN Convention on Contracts for the International Sale of Goods. If the supplier is a merchant, the place of jurisdiction shall be Rosenheim or Regensburg at our discretion. However, we shall also be entitled to sue the supplier at his head office or the location of his branch office.

11 Severability clause Should any of the above provisions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.