Terms and Conditions

General Delivery and Payment Conditions

Heller Tools GmbH

Scope

1. We offer our deliveries and services only according to the following conditions.

2. Terms of business used by our buyers are not valid unless they were previously and explicitly approved by us.

General conditions

3. The contracting partners will confirm any verbal agreement with all details immediately in writing.

4. Orders will be binding only with our confirmation.

5. All indications and illustrations contained in our leaflets and catalogues which are related to our products are subject to modifications unless these would considerably impair the intended utilization of the products.

Long-term deliveries and deliveries on call, price adjustments

6. Unlimited contracts are subject to six months` notice.

7. In case of essential alterations of wage and salary, material or energy costs, each of the contracting partners has the right to request a reasonable price adjustment for long-term contracts (contracts with a term of more than 12 months and unlimited contracts) taking into account the above mentioned factors.

Delivery

8. If there are no other arrangements, deliveries within the territory of Germany will be made by parcel service. Outside of Germany the respective individual agreements for delivery are valid.

9. The risk passes to the buyer as soon as the goods are delivered to the railway, forwarding agent or carrier or with the beginning of the warehousing, but at the latest when the goods leave the plant or the warehouse, even if we ourselves are in charge of the delivery.

10. The minimum order value for each delivery amounts to Eur 100,- (net without tax).

11. In case of partial deliveries the total order value is the reference unit. Additional deliveries for which we are responsible will be shipped carriage free.

12. Within an allowance of +/- 3% of the total order quantity, production-related deviations from the ordered quantity are permitted. The total amount of the order will be determined by the actually delivered quantity.

13. Goods with an order value of more than Eur 250,- (net without tax) will be delivered carriage free. For shipments with an order value of up to Eur 250,- (net without tax) we charge the following flat rates:

Order value without tax                 Flat rate
            (Eur)                                     (Eur)
     0,01  to   99,99                            9,90
     100,- to 149,99                            8,90
     150,- to 249,99                            5,90

14. As a matter of principle, all kinds of return shipments must be announced prior to despatch and be released by Heller Tools GmbH. The buyer shall despatch the goods on a freight prepaid basis. In the case of return shipments on a freight collect basis and return shipments not announced and approved in writing in advance, we reserve the right to reject the return shipment and bill the costs we incur. Return shipments without defects will only be accepted in exceptional cases and by agreement, subject to a processing fee of 10 percent of the net goods value.

Prices

15. Our prices are in Euro plus tax.

Payment conditions

16. All invoices are payable immediately and without deductions upon invoicing, unless otherwise agreed in writing. Withholding of payments or offsetting of any counterclaims of the buyer that are disputed by us is not permitted.

17. If we accept payment by bills of exchange, checks or by assignation of a claim, the acceptance is only provisional and does not mean cancellation of the debt. The costs for discounting and collection of bills are for account of the buyer. A guarantee for the punctual presentation of bills and checks and protest of bills is excluded.

18. If after signing the contract there are clear indications that our demands for payment are in danger by the economic situation of the buyer, we have the right to stop deliveries, retain goods not yet delivered and to give the debtor a reasonable time of grace during which he can pay against receipt of goods or offer securities. If the buyer refuses our proposals or if the time limit expires without results, we can withdraw from the contract and claim compensation.

19. Payments must be made as agreed. In case payment is delayed, we have the right to charge interest at the rate which the bank charges us for current credit accounts, but at least at a rate of eight points above the respective basic rate of interest charged by the European Central Bank.

20. In case of delay of payment and after notifying the buyer in writing we do not have to comply with our obligations until we receive the payment.

21. Our sales representatives do not have power to collect.

Reservation of proprietary rights

22. We reserve the right of proprietary on our goods until all our claims related to the business relationship with the buyer are satisfied.

23. The buyer is authorized to sell these goods under normal business conditions as long as he complies with his obligations from our business relationship. But he is not allowed to pawn the goods under reservation of proprietary nor to place them in escrow. He is obliged to secure our rights in case of selling the goods under reservation of proprietary rights.

24. If the buyer is in arrears and the period of grant expired already, we have the right to demand the return of the goods under reservation of proprietary rights, even without withdrawing from the contract. As per this contract the buyer authorizes us to enter his plant and pick up the goods delivered to him. The return of the goods or the enforcement of the reservation of proprietary rights, respectively, and our seizure of the goods mean a withdrawal from the contract only if we explicitly declare it as such. If the opening of an insolvency process is instituted, the contract shall be deemd null and void.

25. As per this contract the buyer cedes to us as security all claims and rights related to the sale or possible lease of the goods on which we have property. Herewith we accept the cession.

26. If our goods are combined or inseparably mixed with other movable objects forming a separate and complete unit, and this unit is to be considered as the main entity, the buyer cedes the proportionate ownership to us as far as he is owner of said entity. The buyer holds the ownership or co-ownership in custody for us.

27. The buyer must inform us immediately if third parties intend to initiate an executory process on the goods on which we have proprietary rights, on accounts receivable ceded to us or on other securities.The documents required for an intervention must be immediately handed over to us. This holds true also for any other kind of impairment.

28. Upon request of the buyer we will release the securities to which we are entitled inasmuch as the value of the goods delivered under reservation of proprietary rights exceed the accounts receivable by more than 20%.

Material defects

29. The qualities or properties of the merchandise are only determined by the technical order instructions. If we have to deliver according to the buyer´s drawings, specifications, samples etc., the buyer is responsible for the suitability of the goods for the intended purpose. The deciding moment to determine whether the condition of the goods are up to what is stipulated in the contract, is the moment when the risk transfers to the buyer, as agreed upon in art. 9.

30. We are not responsible neither for material defects due to unsuitable or careless use, faulty installation or putting into operation, respectively, by the buyer or by third parties, normal wear and tear, faulty or careless treatment nor for the consequences of modifications or repairs carried out by the buyer or third parties in an improper way or without our approval. The same goes for defects which reduce the value or the suitability of the goods only in an insignificant way.

31. Claims for material defects lapse after 12 months. This is not valid in case the law stringently prescribes longer expiry periods.

32. If an official taking over of the goods or the previous inspection of a sample has been agreed upon, a notification of defects is not feasible because these should have been detected by the buyer during the taking over of the goods or during the examination of the sample.

33. We must be given opportunity todetermine a defect reported to us. The respective goods must be returned to us on our request immediately; the freight will be paid by us if the complaint is justified. If the buyer does not comply with these obligations, or if he makes any modifications to the merchandise complained about without our consent, he will lose any possible claims for compensation.

34. In the event of a justified defect report that is sent in due time pursuant to Section 377 of the German Commercial Code (HGB), we will either rectify the goods objected to or deliver flawless replacement, as we may choose. Rectification or delivery of flawless replacement will not take place if, in the case of obvious defects, the defect report is submitted to us later than two calendar weeks after the receipt of the goods. Concealed defects must be reported within two calendar weeks after such are detected. Obvious or concealed defects that are reported later on will not be accepted.

35. If we do not comply with these obligations or not in accordance with the contract and in due time, the buyer can set us a deadline in writing to comply with our obligations. Once this deadline expires the buyer can ask for a reduction in price, withdraw from the contract or carry out the required repair himself or instruct a third party to do so for our account and risk. If the repair was successfully performed by the buyer or by the third party, all claims of the buyer are satisfied with the reimbursement of the costs incurred. The reimbursement of the costs is impossible if these were increased because the merchandise had been moved to another place after being received, unless this corresponds to the normal useof the goods.

36. There are legal recourse claims of the buyer against us only if the buyer did not make agreements with his customers which exceed the claims under the law for material defects. Art. 34 is also valid for the extent of the recourse claims.

Other claims and responsibilities

37. Unless there is something else in the following lines, any other or further-reaching claims of the buyer against us are excluded. This goes especially for claims for compensation because of violation of responsibilities referring to the relationship of debenture and unlawful acts. We are, therefore, not responsible for damages suffered by the goods themselves.Especially we are not responsible for lost profits and other damage to the buyer´s property.

38. The above mentioned limitations of responsibility are not valid in case of intentional acts, culpable negligence on the part of our legal representatives or executives or in case of case of culpable violation of essential contractual obligations. With the exception of culpable negligency on the part of our legal representatives or executives, we are only responsible for damages typical of contracts and which are reasonably foreseeable.

39. Furthermore the limitation of responsibility does not hold for cases where according to the law of product liability the supplier is responsible for material or personal damage to privately used objects because of defects of the supplied goods. Equally the limitation is not valid in case of violation of life, body or health and for lack of promised properties if and to the extent the promise was given especially for the purpose to protect the buyer against damages not directly related to the supplied merchandise.

40. As far as our responsibility is excluded or limited, this refers also to the personal responsibility of our employees, workers, legal representatives and assistants.

41. The legal dispositions for the burden of proof will not be affected hereby.

Force majeure

42. Force majeure, labour disputes, disturbances, official measures, missing supplies, and other unforeseeable, inevitable and serious events release the contracting partners for the duration of the disturbance and to the extent of its consequences from the obligation to comply with their obligations. This is also valid in case the events occur when the contracting partner is in a situation of delayed payment. The contracting partners are obliged to give immediately and up to a reasonable extent all the required information and must adjust their obligations in good faith to the changed situation.

Place of performance, jurisdiction and applicable law

43. Unless our order confirmation stipulates something else, our place of business is also the place of performance.

44. For all lawsuits, also for summary procedures on bills of exchange or checks the court of jurisdiction is Vechta. We have also the right tosue at the buyer´s place of business.

45. The law of the Federal Republic of Germany is to be applied to the contractual situation. We agreed with our customers outside of Germany that in case of lawsuits the German law will be applied and Vechta will be the court of jurisdiction. .

The application of the agreement of the United Nations dated April 11, 1980, referring to contracts for the purchase of merchandise (CIS - "Wiener Kaufrecht") is excluded.