General Terms and Conditions of Sale

of SOLTOP EU GmbH, Sonnenhalde 5, D-88161 Lindenberg i. Allgäu

§ 1 Scope of Application

(1) The terms and conditions set out below form part of the agreement concluded with us. Any sales, deliveries of products and work supplies and services are exclusively governed by the following General Terms and Conditions of Sale, unless otherwise agreed expressly in writing.

(2) Our General Terms and Conditions of Sale apply in accordance with its most recent version, as well as to all subsequent transactions without any repeated need of express reference thereto or agreement thereon at the conclusion of such transaction. Agreements or actual arrangements made in a specific case that deviate from these General Terms and Conditions of Sale are applicable only to such specific case and not for other orders.

(3) We hereby object to any counter confirmation, counter offer or other reference by the orderer to its general terms and conditions; any dissenting terms and conditions of the orderer do only apply if and to the extent we have expressly accepted the same in writing. Our General Terms and Conditions of Sale apply even if deliveries are executed by us with knowledge of, and unreservedly and without further expressed objection to, contradictory or deviant general terms and conditions of the orderer.

(4) These Terms and Conditions of Sale do only apply vis-à-vis entrepreneurs, legal persons under public law and public law separate estates within the meaning of Section 310 para. 1 of the German Civil Code.

§ 2 Offers, Quotes and Orders (1) Our offers and quotes, including drawings or diagrams, are subject to change without notice and are non-binding, in particular with reference to quantities, prices, delivery times and dimensions, performance data and technical specifications, provided that there is nothing stated to the contrary in our order confirmation.

(2) Information contained in leaflets, catalogues, advertising, offers, quotes or order confirmations represents approximations normal in the trade and do not constitute an express or implied description of or agreement on quality, or guaranty of quality or durability, provided that there is nothing stated to the contrary in our order confirmation.

(3) If an order by the orderer qualifies as an offer under Section 145 of the German Civil Code, we may accept it within one week following receipt of the order, or if the order relates to goods or quantities not on stock, within two weeks.

(4) Orders placed by the orderer are only deemed as accepted until these have been confirmed by us in writing. If we fail to confirm an agreement in writing which we have entered into verbally or in a telephone conversation, then our invoice is regarded as order confirmation.

(5) The features expressly described in our order confirmation are a definitive determination of the qualities of our products and services. Otherwise, the quality of the goods shall be in accordance with customary trade practice, unless otherwise agreed or confirmed by us in writing.

(6) We reserve the right to change the technical specifications at any time if and to the extent required through applicable laws or regulations or compelling safety considerations, which does not result in any compensation or other claims of the orderer. We further reserve the right to extend the technical specifications to storage and transport requirements. We will immediately notify the orderer of any such variation. Discrepancies within tolerances normal within production and the trade are permitted at any time without a need to notify the orderer thereof.

(7) We will check conformity of our products and services with information, documents, drawings, samples and the like of the orderer only on the basis of an express written agreement. We are not liable for mistakes which arise from information, documents, drawings, samples and the like of the orderer provided, however, that we cannot be reasonably expected to recognize these in the ordinary course of business.

(8) Subsequent changes or amendments of an order by the orderer need to be confirmed by us expressly in writing to become legally binding. If such changes or amendments to an order impact the costs or the time needed for the filling of the order, we are entitled to adapt the conditions of the order accordingly.

§ 3 Prices and Payment Conditions; Counterclaims

(1) Our prices are plus value-added tax at the statutory rate at the time of delivery. To the extent applicable, VAT will be itemized separately in the invoice to its statutory amount at the day of invoice.

(2) Except as provided otherwise in our order confirmation, prices are “< em>ex works” (Incoterms 2000), packaging excluded, which will be invoiced separately.

(3) If, as a result of a change of law between the agreement date and the delivery date, additional or increased charges – in particular duties, levies, currency conversion payments – are payable, then we have the right to increase the purchase price accordingly. The same applies to any fees for examination.

(4) For orders with a term for delivery of more than three months from receipt of the order we are entitled to a proportionate adaption of agreed prices of up to five percent if after our acceptance of the order and prior to filling of the order our cost prices and production costs increase without us being responsible for such an increase.

(5) Additional goods and services will be invoiced separately. Orders for which fixed prices or remunerations have not been expressly agreed will be invoiced at the list prices in effect on the day on which the goods or services are rendered or at the rates applicable on this day for invoicing our wages (daily rates) plus postage, freight and packing.