General Conditions of Sale and Delivery SCHÜCO International KG, Karolinenstraße 1-15, D-33609 Bielefeld (Date: September 2002)

Supplementary Conditions of Sale and Delivery for all supplies of glass and panels
Supplementary terms and conditions of sale and delivery for surface finishing and associated services

1. Validity:
1.1 These General Conditions of Sale and Delivery (hereinafter referred to as "GCSD) apply to the processing of all our deliveries and services to companies in accordance with § 310 Abs. 1 BGB. Any customer conditions which conflict with or differ from our GCSD will only have effect if expressly confirmed by us in writing. Our GCSD still apply even if we deliver to the Purchaser without reservation, in the knowledge that the Purchaser’s conditions conflict with or differ from our GCSD.
1.2 Our GCSD become part of the contract at the latest on acceptance of the delivery. In the case of established business relationships, our GCSD also apply to future business transactions even where they are not expressly referred to, provided they have been sent to the Purchaser with a previous order which has been confirmed by us.
1.3 The supply of glass is covered by the supplementary Conditions of Sale and Delivery, which may be requested from us.
1.4 The Technical Conditions contained in SCHÜCO catalogues known to the Purchaser also apply - subordinate to these GCSD - to all deliveries and services.

2. Orders and subsequent changes:
2.1 All of our offers are subject to alteration until the order is confirmed in writing. Our written confirmation shall form the basis of the contract with regard to the scope of the delivery. No verbal supplementary agreements shall be made. Any agreements which differ from these conditions will only become binding when confirmed in writing by us.
2.2 Orders placed by the Purchaser are legally binding. We can accept them within two weeks of receipt either in writing or by delivering the goods to the Purchaser. If the order is placed electronically and a confirmation of receipt is issued, this confirmation of receipt does not represent a binding acceptance of the order. The order confirmation may however be attached to the confirmation of receipt.
2.3 Subsequent requests for alterations made by the Purchaser shall be binding
for SCHÜCO® only if we have expressly agreed to them in writing.
2.4 Where products are to be manufactured to dimensions specified by the Purchaser, subsequent requests for changes made by the Purchaser will only be admissible if sufficient notice is given to enable any necessary technical modifications to be carried out, i.e. if production has not yet begun.
2.5 The Purchaser shall bear any costs incurred as a result of changing an order.

3. Prices and conditions of payment:
3.1 Unless otherwise agreed, all prices are quoted in Euros "ex works, exclusive of freight costs, customs, import duty and packaging, which will be invoiced separately. Prices do not include statutory sales taxes; these are applied at the
legal rate current at the time of invoicing and shown on a separate line on the invoice.
3.2 Unless otherwise expressly agreed, payment for goods supplied must be made without discount within 30 days of the invoice date, or in the case of payment within 10 days of the invoice date with 2% discount. This is also the case for goods which we take into stock at the request of the Purchaser or for a reason beyond our responsibility. Discounts may only be deducted provided that no outstanding uncontested invoices remain unpaid.
3.3 Pure job orders, tool costs and reusable packaging must be paid for immediately without discount.
3.4 The Purchaser has a right to offset only where counterclaims are deemed legal, undisputed, imminent or have been acknowledged by us. The same applies to exercising the right to withhold payment.
3.5 Payment by cheque or bill of exchange will only be accepted if they are honoured. The successful clearance of the payment is a precondition for acceptance of bills of exchange. Costs arising in connection with bills of exchange shall be borne by the Purchaser.
3.6 In the event of default or delay in payment, we reserve the right to charge interest on arrears or delayed payment at a rate of eight percent above the current base rate in accordance with § 247 BGB. This does not preclude recovery of additional compensation on default. The Purchaser shall have the right to prove that no loss or a considerably lower rate of loss was incurred on our part.
3.7 If non-compliance with payment conditions is sustained, or if circumstances become known after the contract has been concluded which cast serious doubt on the Purchaser’s creditworthiness or solvency, all our demands for payment shall fall due immediately, regardless of any agreed payment terms. In this case we shall also have the right to demand prepayment or other form of security for any outstanding deliveries, and after a reasonable period has elapsed without success, to rescind entirely or in part all contracts concluded with the Purchaser and/or to demand compensation.

4. Delivery:
4.1 Delivery dates are binding only where expressly agreed. Our written order confirmation is definitive. Delivery times given other than in the contract, in particular in catalogues or other documents, are for information purposes only and
are not binding on our part. The agreed delivery dates may be postponed by an appropriate length of time to a later date in consequence of changes made to the order depending on the extent of the change requested, unless we have expressly confirmed in writing that the delivery date as originally agreed can still be met.
4.2 Adherence to delivery deadlines will only be guaranteed if the Purchaser has submitted all the required documentation, necessary permits and approvals in good time, and also where the Purchaser adheres to the agreed conditions
of payment and fulfils all other obligations. Failure to comply with these conditions will lead to an extension of the delivery period by a reasonable length of time; this will not apply when we are responsible for the delay.
4.3 In the event of force majeur or other unforeseeable situations beyond our control and unattributable to us occuring at our premises or those of our
suppliers, e.g. difficulties in materials procurement, breakdown, strikes, lock-outs, lack of transport facilities, intervention by official authorities, problems with power supplies, we shall have the right in so far as we are prevented from fulfilling our obligations within the time required, to postpone delivery for the duration of the disturbance and an appropriate start-up time thereafter. We undertake to inform the Purchaser immediately if any of the aforementioned situations occurs. If delivery is delayed for the above-named reasons for more than three months, the Purchaser shall have the right to withdraw from the contract. If the delivery or performance of service should be rendered impossible or unreasonable in the above-mentioned circumstances, we shall be released from our obligation
to deliver. If the delivery period is extended on account of the aforementioned reasons or if we are released from our obligation to deliver, the Purchaser shall not be entitled to claim compensation. Successful part deliveries, which we
are always entitled to make, will be deemed as separate transactions, and payment for successful part deliveries may not be withheld on account of quantities of material still outstanding.
4.4 Call-off of individual part deliveries must be requested by the Purchaser in time to allow for correct manufacture and delivery within the contract deadline, otherwise the delivery deadline will be extended by a reasonable period.
4.5 If a delivery date is expressly agreed and this is postponed by the Purchaser, we reserve the right to demand payment of the invoiced amount for the services rendered or goods made available.
4.6 With regards to the supply of goods, we reserve the right to make reasonable variation in weights, quantities and measurements as a result of technical processes. As regards weight and quantities, a variation of up to 10% shall be
allowable.
4.7 All costs arising from testing or acceptance shall be borne by the Purchaser.

5. Return of goods:
5.1 Where goods are returned voluntarily, a processing charge of 20% of the invoice amount will be levied by us. We also reserve the right to make charges to reflect the reduction in value of the goods returned voluntarily. The Purchaser shall have the right to prove that in consequence of the goods being returned there is no reduction or a lesser reduction in value of the goods than we have claimed.
5.2 Waren, die für den Besteller speziell angefertigt oder beschafft wurden, sind von einer freiwilligen Rücknahme grundsätzlich ausgeschlossen.

6. Transfer of risk and Dispatch:
6.1 Unless otherwise agreed, delivery shall be "ex works. The risk will transfer to the Purchaser when the consignment leaves the factory, even if they are dispatched carriage-free. In the case of delays in dispatch which are the
responsibility of the Purchaser, the risk shall be transferred on the day the consignment is ready for dispatch. The goods will then be held in the name and at the cost of the Purchaser.
6.2 Unloading of the delivery is the responsibility of the Purchaser. It must be carried out immediately and in a proper manner by the Purchaser. If the goods are unloaded by the driver or with the driver’s help, this shall be exclusively at
the risk and cost of the Purchaser.
6.3 If the Purchaser should fail to fulfil his obligation to unload the goods, we reserve the right to unload the goods being delivered and to store them in the nearest suitable location at cost to the Purchaser. In such a case, the Purchaser shall not have the right to refuse delivery, nor to assert that the materials were delivered in a damaged condition.
6.4 At the Purchaser’s request, we will insure the consignment at the Purchaser’s cost against theft, breakage, transportation, fire and water damage, and against other insurable risks.

7. Packaging:
7.1 The type of packaging used will be specified by us. Simple packaging as well as boxes and crates shall be charged at cost price. The Purchaser is obliged to dispose of the packaging at his own cost.
7.2 Euro-pallets and returnable packaging will be credited at 100% of the calculated value if returned carriage paid in a reusable state within 6 weeks of delivery.
7.3 Stillages and other transportation aids remain our property and are not for resale. They must be treated with care and may not be used for any purpose other than the storage of the delivered goods. We shall have the right to collect the stillages at any time. If they are not made available immediately, we shall have the right to charge the Purchaser the current market price for brand new stillages of the same design These charges will fall due immediately.
7.4 Unreserved acceptance of the delivery by the freight forwarder excludes us from any liability arising from inadequate packing or loading, provided that we cannot be held liable on the grounds of intent or gross negligence.

8. Warranties:
8.1 The agreed nature of the subject of the contract to be fulfilled by us shall be derived exclusively from the contractual agreements with the customer. Information provided in the form of samples, brochures or other advertising material is not binding and does not in any way give guarantees of durability or quality in terms of § 443 BGB. On the contrary, it provides a description and is only meant to offer a general representation of the products described. Any reference to technical standards serves only to describe performance and similarly should not be interpreted as a guarantee of quality. We reserve the right to make alterations to the design, material, style and profile construction and any other changes required for reasons of technical progress, within the bounds of what is reasonable, at any time and without prior notice.
8.2 We offer advice to the best of our ability on the basis of our experience, but accept no liability in this. Details and information regarding suitability and utilisation of our products, such as text, calculations, drawings and verbal
proposals, draft drawings and such like relating to assembly, construction, layout, fabrication, surface finishing, installation, structural calculation, tendering and aid with calculation constitute neither the main nor any subsidiary
clause in our obligations and are in no way legally binding. These do not release the Purchaser from carrying out his own tests, unless a separate chargeable supplementary order is placed in this respect.
8.3 The Purchaser is under obligation to check the delivery immediately on receipt that there is no transport damage, it is complete and free from defects. Transport damage, defects, incorrect or incomplete deliveries as well as any deviation from the delivery note or invoice must be reported to us immediately in writing within no more than 7 days. Otherwise the consignment will be deemed to have been approved. If the Purchaser processes the goods supplied after discovery of a defect, all claims by the Purchaser for defective goods will be forfeit.

8.4 If the defect in the delivery is our responsibility and exists at the time of transfer of risk, we shall be obliged to choose whether to make good the defect or to send a replacement The Purchaser must allow us reasonable time and
opportunity to make good the defect. If this is refused, we shall no longer be liable for the defect.
8.5 If subsequent fulfilment fails several times, the Purchaser shall be entitled as provided by the rules under 9, to assert his statutory claim for defects.
8.6 Claims for defects shall not apply to insignificant differences from the agreed properties, nor to insignificant impairment in usefulness, nor to normal wear and tear, nor to damage which is sustained after transfer of risk as a result
of incorrect or negligent handling or storage, excessive loading, incorrect assembly or commissioning by the Purchaser or third parties, unsuitable equipment, the use of substitute materials, defective building work, unsuitable building sites or as a result of external, in particular chemical, electrochemical or electrical, influences, which are not envisaged in accordance with the contract.
8.7 Similarly, if the Purchaser or third parties have made improper alterations or carried out commissioning work, no claims for defect can be made for these or the consequences thereof, if the Purchaser is unable to prove that the defects
were not caused by the improper alteration or commissioning work. We cannot be held liable for damage resulting from the use of components other than those given in our documentation as original SCHÜCO system components, unless the Purchaser can prove that the damage would also have occurred if our
system components had been used.
8.8 Claims by the Purchaser shall not include the expenditure required for the purposes of subsequent fulfillment, in particular costs for transportation, tolls, operation and materials, insofar as these are increased expenditure resulting from the delivery being made subsequently to a location other than the Purchaser’s works, unless such movement is appropriate to its usage in accordance with its requirements. In all cases the level of amount of recompense shall be limited to the cost prices (e.g. cost of transport and material) paid by the Purchaser and shall not cover his profit margin in respect of his customer.
8.9 Statutory regress claims by the Purchaser can only arise if the Purchaser has made no agreements with his customer beyond the statutory claims for defects.
8.10The statutory period for claims for defects is limited to one year from delivery. This does not apply where the law as laid down in §§ 438 para. 1 No.2, 479 para. 1 and 634a para. 1 No. 2 of the BGB lays down longer periods, nor in cases of damage to life, limb or health in the event of deliberate or grossly negligent breach of duty on our part, nor to undertaking a guarantee or procurement risk nor in the case of deliberate failure to disclose a defect.

9. Liability
9.1 We shall be liable in accordance with legal stipulations in so far as the Purchaser can prove that a claim for damages can be traced to deliberate action or gross negligence on our part, including deliberate action and gross negligence on the part of our representatives or those working on our behalf. As long as no charges of deliberate infringement of contract can be proved against us,any liability for compensation shall be limited to foreseeable, typically incurred damage.
9.2 In the event of a culpable infringement of a substantial contract obligation we shall be liable in accordance with legal stipulations; however, in such a case the liability for damages shall be limited to foreseeable, typically incurred
damage. In particular we shall not be liable in such a case for loss of profit by the Purchaser and unforeseeable indirect consequential damage. The limits of liability apply in a similar way to damages which are caused as a result of deliberate acts or gross negligence by our employees, those working on our behalf or subcontracted by us, as long as these are not our directors or managers.
9.3. Unless otherwise ruled on the basis of the above conditions, no other claims for damages by the Purchaser for whatever construed legal reason can be brought. This applies in particular to claims for compensation on the grounds of infringement of obligations arising from the relationship of debenture and from tort.
9.4 The limits of liability set out above do not apply where our liability is inevitable on the basis of the stipulations of the product liability laws, if life, body or health have been damaged or if claims for damages are based on the failure of a guaranteed qualities in accordance with § 443 BGB can be proved against us or if a defect has been wilfully concealed. If a guaranteed quality is not present, we shall only be liable for damages which pertain to the absence of qualities specified in the guarantee. Similarly, legal claims for damages on account of impossibilities which are our responsibility, or the responsibility of those working on our behalf, remain unaffected.
9.5 In as far as no liability is proved against us or is limited, this shall also apply to our employees, representatives and those working on our behalf in the
event of direct claims by the Purchaser.

10. Reservation of property rights:
10.1 We reserve the right to possession of the goods supplied until receipt of all payments arising from the business transaction with the Purchaser. In case of actions in violation of the contract on the part of the Purchaser, in particular in the event of default on payment, we shall have the right ot take back the goods supplied after withdrawing from the contract. We shall be entitled to inspect the
goods in our possession at any time at the location in which they are held. If, after withdrawing from the contract, we assert our right to repossession, the Purchaser shall permit us without contradiction to take the goods which are our
property irrespective of whether or not they have been further processed, and to this end, allow us access to the place in which they are located. Repossession and seizure of the delivered goods by us represents our withdrawal from the contract but does not affect our right to claims for damages. After withdrawal we shall be entitled to utilise the delivered goods on return, and any proceeds from this shall be credited against the obligations of the Purchaser after appropriate deductions for costs incurred.

10.2 The Purchaser shall handle the goods delivered with care; in particular, the Purchaser shall insure the goods at his own costs against damage from fire, water or theft to the replacement value of the goods. The Purchaser shall bear
the cost of any maintenance and inspection work required, and carry these out in a timely manner.
10.3 The Purchaser shall inform us immediately in writing in the case of seizure or other intervention by third parties, in order that we might take action in accordance with § 771 ZPO. In the case of seizure, the Purchaser shall attach
a copy of the seizure report. Insofar as the third party is not able to reimburse us for legal and out of court costs of an action in accordance with § 771 ZPO, the Purchaser shall be liable for any resulting losses incurred by us.
10.4 The Purchaser shall be entitled to sell on the goods supplied by means of a proper business transaction; this entitlement shall cease, however, if the Purchaser withholds payments. The Purchaser shall absolve us from this moment from all claims to the value of the final invoice balance (including sales tax) of our claim, which arise from claims against his customer or third parties as a result of selling on reserved goods, regardless of whether or not the goods supplied were sold unprocessed or after processing. However, if there should be other suppliers with a share in the goods which have been sold on, the Purchaser shall absolve us from claims arising from the action of selling on using
the ratio of the final invoice balance (including sales tax) relating to the goods supplied by us to the total invoice balance relating to goods supplied by the other suppliers. This ceding is necessary to safeguard all current and future claims arising from the business relationship with the Purchaser. The Purchaser shall still be entitled to this claim after cession. The Purchaser shall thus act as our
agent. Our authority to collect payment directly is unaffected. However, we undertake not to make a claim if the Purchaser complies with his payment obligations from the proceeds, does not fall behind with payments, and, in
particular, if no application is made to start bankruptcy, settlement or insolvency proceedings, or for suspension of payment. Should this be the case, however, we shall be entitled to demand that the Purchaser shall inform us of the ceded claims and their debtors, provide all details required for collecting the payments, hand over the appropriate documents and inform the debtors (third parties) of the cession.
10.5 All processing and reconstruction of goods by the Purchaser will be done on our behalf as manufacturer. Should the goods supplied be processed using other objects which do not belong to us, we shall have a claim to shared ownership of the new item in a ratio of the value of the goods supplied (final invoice balance including sales tax) to the other processed items at the time of processing. As far as the goods resulting from processing are concerned, the same applies as for goods delivered under the conditions above.
10.6 Should the goods supplied be irrevocably combined with other objects which do not belong to us, we shall have a claim to shared ownership of the new item in a ratio of the value of the goods supplied (final invoice balance including
sales tax) to the other combined items at the time of processing. Should the result of combining be that the Purchaser’s finished item is deemed to constitute the main part, it is accepted as agreed that the Purchaser shall transfer shared possession to us pro-rata. In this way, the Purchaser shall retain the resulting sole or shared possession on our behalf.

10.7 The Purchaser shall surrender to us claims which we have accepted for our dues which form part of any relationship with respect to the object of delivery and a plot of land in connection with a third party.
10.8 Where goods supplied are installed by the Purchaser on the property of a third party as a significant component because of the requirements of a contract for works, the Purchaser shall transfer his claim in debt law for a
mortgage to be taken out for safeguarding purposes to the value of the goods supplied (final invoice balance including sales tax).
10.9 We undertake to release the securities to which we are entitled at the request of the Purchaser insofar as the realisable value of our securities does not exceed the claims to be guaranteed by more than ten per cent; the selection
of the securities to be released shall be our responsibility.
10.10 The reimbursement of costs incurred for tools does not give the Purchaser any entitlement to the tools themselves. These shall remain our property and at our disposal.

11. Other conditions:
11.1 We reserve all property rights, patent rights, registered design rights and copyright in respect of illustrations, drawings, draft drawings, designs, calculations
and other documentation. This also applies to documents classed as "confidential. The Purchaser must obtain our expressed written consent before passing these onto third parties. The Purchaser shall expressly recognise all protective rights to which we are entitled.
11.2 The Purchaser’s rights under the contract shall not be transferable.
11.3. We reserve the right to process information obtained from the Purchaser within the context of the business relationship in accordance with the Federal Data Protection law, in particular as regards providing the credit insurance company with the necessary information for credit rating.
11.4. Should individual clauses of the GCSD or a contract based upon them be or become ineffective, this shall not affect the effectiveness of the remaining clauses. The partners to the contract are bound to agree a new clause which
comes closest to the purpose and intention of the ineffective clause.

12. Place of fulfilment and jurisdiction
12.1 Unless otherwise specified in the order confirmation, the place of completion for delivery is our delivery section, and the place of completion for all other liabilities arising from the contractual relationship shall be our head office.
12.2 Our head office is the sole place of jurisdiction for all disputes arising from this contractual relationship. However, we shall be entitled to institute legal
proceedings at the headquarters of the Purchaser.

13. Applicable law:
In addition to the provisions of this contract, the laws applicable in the Federal Republic of Germany for domestic parties apply exclusively to the legal relationship. The UN laws governing purchases (United Nations’ Agreement covering the international purchase of goods - CISG) do not apply.