Frauscher GmbH Terms and Conditions of Sale and Delivery

I. SCOPE
These Terms and Conditions of Sale and Delivery shall be valid for the commercial relationship between the Purchaser and ourselves. They shall also be valid for all related information in brochures, price lists, advertisements, websites or similar media. Conditions that deviate from the following provisions or from the statutory regulations - particularly conditions contained in the Terms and Conditions of Purchase of the Purchaser - shall only be binding upon us if we have confirmed them in writing. Delivery of goods, provision of services or receipt of payments by us without reservation shall not signify recognition of any differing conditions.

We reserve our proprietary and copyright usage rights to cost estimates, drawings and other documents (hereinafter referred to as documents), without restriction. The documents may only be made accessible to third parties with our prior consent and must be returned to us immediately upon our request, in the event that we are not awarded the contract. Sentences 1 and 2 shall apply accordingly for documents belonging to the Purchaser; however these may be made accessible to third parties to whom we have transferred deliveries as permitted.

II. QUOTATIONS, CONTRACTUAL MODIFICATIONS, DECLARATIONS
Our quotations are non-binding; a contract shall only come into being as a result of our order confirmation, either in writing or on a pre-printed form, or in the event that orders are carried out by us; also in so far as business is procured by trade representatives. Any modifications, additions and/or the cancellation of a contract or of these Terms and Conditions must be set out in writing. In so far as terms of trade are agreed in accordance with the International Commercial Terms (INCOTERMS), INCOTERMS 2000 shall be applicable.

Declarations issued by the Purchaser following conclusion of contract shall only be valid in so far as they are set out in writing. Written correspondence that was sent to the last address of the customer known to us shall be deemed to have been received after the usual period for post, even if the envelope has been stamped as undeliverable. Delivery shall be deemed to have taken place if we have in our possession a carbon copy or a signed copy of the item of correspondence sent, showing that dispatch took place.

III. DELIVERY, TRANSFER OF RISK, FORCE MAJEURE
Unless agreed otherwise, we shall dispatch the goods at the risk of the Purchaser; in doing so we may determine the mode of dispatch, the shipping route and the freight company. Partial deliveries are admissible. The start of the delivery period specified by us shall be dependent upon clarification of all technical questions and the correct fulfilment of the obligations incumbent upon the Purchaser in good time. In the event that the prerequisites specified for the delivery by the Purchaser are not in line with the terms of the contacts, no delivery periods shall commence and all agreements regarding conventional contractual penalties or other such penalties shall lapse. In the event that an agreed delivery deadline is exceeded due to reasons for which we are liable, the Purchaser must stipulate an appropriate extended deadline for delivery, in writing. This extended period must be at least three weeks. In the event that delivery does not take place by expiry of the extended deadline, and if the Purchaser wishes to withdraw from the contract or request compensation in place of the service for this reason, it must first expressly notify us of this fact in writing, setting an appropriate further extended deadline, with the demand for delivery. At our request, the Purchaser shall be obliged to declare whether it will withdraw from the contract due to the delay in delivery and will request compensation in place of the service, or whether it continues to demand delivery. The place of performance for delivery shall be the location of our delivery plant or warehouse.

In the event of force majeure, our delivery obligations shall be suspended; in the event that a significant change occurs to the conditions that existed when the contract was concluded, we shall be entitled to withdraw from the contract. The same shall apply in the event of energy shortages or shortages of raw materials, labour disputes, decrees from official bodies, transport or operational disruptions, or in the event that subcontractors do not provide us with supplies, or fail to do so in good time or in the correct manner, due to the aforementioned reasons.

IV. PRICES, PAYMENT, OFFSETTING
Our prices shall be valid EXW (ex works). Unless agreed otherwise, the prices do not include the costs for packaging, insurance, freight and value added tax. If the delivery date is more than four months after conclusion of the contract, a price adjustment in line with modified price bases (e.g. raw materials, wages) is permitted. In these cases, we can calculate the prices valid on the date of delivery. Unless agreed otherwise, the Purchaser must pay the purchase price within 30 days of receipt of invoice. Following expiry of this deadline, the Purchaser shall be deemed to be behind on payments, without it being necessary for us to send a dunning letter. In the event of late payment, interest on late payment shall be calculated in the amount of the statutory interest and, in addition, the Purchaser undertakes to pay the costs, dunning expenses, expenses, cash outlay and legal costs (in line with the Act on Lawyers' Fees [Rechtsanwaltstariffgesetz - RATG]) we incur in order to collect the outstanding amount. In the event that the Purchaser does not pay the invoice (including one of several invoices) by the deadline, the payment target shall be deemed to have been missed with regard to all other outstanding claims held by us, such that all outstanding claims shall immediately fall due and all agreements in this respect shall cease to be valid. In the event of a delay in payment or justified doubts regarding the creditworthiness of the customer, we shall be entitled to withdraw from delivery obligations that have not been fulfilled or to request payment in advance. In addition, we shall be entitled to withdraw from the contract before delivery is carried out, in the event that there are well-founded doubts regarding the customer's ability to pay. Cheques and bills of exchange shall only be accepted on account of payment, bills of exchange shall only be accepted on the basis of a separate agreement. As a matter of principle, the Purchaser shall be liable for note charges and other payment costs and these costs shall be payable immediately. The Purchaser may only carry out offsetting with undisputed counter claims or counter claims that have been determined by law. The Purchaser shall only hold rights of retention in so far as they are based on the same legal transaction.

V. RETENTION OF TITLE
Goods sold shall remain our property until such time as all claims from the business relationship have been settled. In so far as the value of all security interests which we hold exceeds the amount of all secured claims by more than 20%, we will release an appropriate part of the security interests at the request of the Purchaser. In so far as rights to retention of title exist, the Purchaser shall be prohibited from pledging the goods or carrying out transfer of security, and shall only be permitted to sell on the goods to resellers within the usual course of business and subject to the condition that the reseller receives payment from his/her customer or stipulates the reservation that ownership will only be transferred to the customer when the customer has satisfied its payment obligations. The authorisation to sell the goods in the usual course of business shall lapse if the Purchaser ceases payment and/or with the application to open insolvency or composition proceedings on the assets of the Purchaser. Handling and processing of the goods subject to retention of title shall be carried out on our behalf, without this resulting in obligations that are binding upon us. If the goods subject to retention of title are processed, joined or mixed with other objects that do not belong to us, we shall acquire joint ownership of the new item, in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. For the event that our property is subsumed by means of joining, mixing or processing, the Purchaser hereby transfers to us the proprietary and/or expectant rights that it holds to the new asset or the new item, in the ratio of the invoice value of its goods subject to retention of title, and shall keep these safe for us. The Purchaser must notify us immediately in the event of pledging, seizure or other acts of disposal, or of third party interventions. If the Purchaser breaches its obligations, particularly in the event of a delay in payment, following the expiry of an appropriate deadline set for the Purchaser to provide the goods or service, we shall be entitled to withdraw from the contract and to take back the goods; this shall not affect the statutory provisions pertaining to the possibility of dispensing with the setting of a deadline. The Purchaser shall be obliged to return the goods and must hand over the goods subject to retention of title upon our initial request. The revocation or the request for return of the goods subject to retention of title by us shall not signify that we are withdrawing from the contract. The Purchaser hereby assigns its claims from the resale of the goods subject to retention of title to us. We shall not collect the assigned claim so long as the Purchaser fulfils its payment obligation. The Purchaser undertakes to disclose the third-party debtors to us upon request and to notify them of the assignment, as well as to note the assignment in its books.

VI. CLAIMS HELD BY THE PURCHASER IN THE EVENT OF DEFECTS
The Purchaser may not assert any rights due to defects in our delivery and service in so far as the value or the suitability of the delivery and service is only slightly reduced. If the delivery or service contains defects, the Purchaser must inform us of this fact in writing within a cut-off period of five calendar days from detection of the defect. In this case, we will choose either to provide a subsequent delivery or to repair the product (subsequent performance). The Purchaser must provide us with an opportunity to do so within an appropriate period of at least 10 working days. If notice of defects is not given, or is not given in good time, the goods shall be deemed to have been accepted. In such cases, the right to assert guarantee claims and/or claims for compensation shall be excluded, as shall the right to plead avoidance on account of mistakes on the basis of defects. Subsequent performance shall generally take place at the place of performance specified in Point III, paragraph 5 of these Terms and Conditions. If the object of the delivery or service has subsequently been transported to another location, we may choose to carry out the subsequent performance in this location. If the expenses incurred as a result of subsequent performance at a location other than the place of performance exceed the expenses for subsequent performance at the place of performance (=additional costs), the Purchaser shall be liable for these costs in all cases. The Purchaser may only request repayment of the additional costs if the defect can be shown to have occurred as a result of gross negligence on our part. If the subsequent performance is unsuccessful, the Purchaser may reduce the payment or withdraw from the contract. However, withdrawal from the contract shall only be permitted if the Purchaser first warns us of this expressly in writing, setting an appropriate further extended deadline.

VII. LIABILITY, LIABILITY FOR DAMAGES
We shall not accept any liability for defects that result from natural wear and tear, incorrect installation, incorrect use or incorrect operation, or repair work, maintenance work or modifications that have not been expressly authorised by us. We shall only be liable for compensation or reimbursement of expenses (hereinafter referred to as: liability for damages), irrespective of the legal basis on which this is claimed and in particular due to breach of obligations from the contract and arising from prohibited actions, in so far as we, our legal representatives or our vicarious agents have acted with intent or have been grossly negligent, or if the obligation that has been breached is of major importance for attaining the purpose of the contract (cardinal obligations) and there are no objections to the assertion that we caused the damages. In the event that cardinal obligations are breached due to minor negligence, our liability for damages shall be restricted to the damage or loss that is typical for the contract and was foreseeable. The damage or loss that is typical for the contract and foreseeable shall be limited to the double invoice value of the affected goods, but no higher than the insurance cover for the damage or loss. The exclusion of liability and/or the restriction on liability shall not apply in so far as we bear mandatory liability pursuant to the Product Liability Act [Produkthaftungsgesetz] or for other reasons in the event of death, physical injury or damage to health or for damages caused to privately-used objects. Compensation claims against third parties shall be excluded.

We shall only be liable in the aforementioned restricted manner for consequential damages and/or lost profit.

VIII. STATUTE OF LIMITATIONS
The statute of limitations for claims due to defects in our deliveries and services and for claims due to our liability for damages shall be one year.

This shall not apply in so far as longer periods are stipulated in a binding manner in law and in cases involving death, physical injury or damage to health, in the event of an intentional or grossly negligent breach of obligation by the supplier and in the event of compensation claims in accordance with the Product Liability Act.

IX. PLACE OF PERFORMANCE, JURISDICTION
The place of performance for all commitments arising from the business relationship or from the individual contract shall be
4774 St. Marienkirchen. The place of jurisdiction shall be our registered offices or the general place of jurisdiction for the Purchaser, as we choose. This shall also apply to disputes in the process involving documents, bills of exchange or cheques.

X. CONCLUDING PROVISIONS
In the event that individual provisions of these General Terms and Conditions of Business or other contractual agreements are invalid, in whole or in part, the remaining provisions shall remain in force. In the place of the invalid provisions, the contracting parties shall agree another valid regulation that comes as close as possible to the previous one in its financial effect. For all legal relations between the Purchaser and the supplier, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply, supplemented by the law of the Federal Republic of Austria.

As at: March 2004