TOX® PRESSOTECHNIK GmbH & Co. KG
Riedstraße 4D-88250 Weingarten
Germany

Terms and Conditions of Purchasefor the use of the product in accordance with the agreement. This is inaddition to the right of use of such software to the extent provided forby applicable law (§§ 69a ff. UrhG [German copyright law]). We havethe right to make a backup copy, even without express consent.

Applicable in business transactions with companies, legal persons underpublic law and special public funds.
11.1

1.2

2
2.1

2.2

2.3

2.4
2.5

3
3.1
3.2

3.33.4

3.5

3.6
3.7

3.8

General information
Our terms and conditions of purchase shall apply exclusively; any
general terms and conditions of Supplier in conflict with or different
from our Terms and Conditions of Purchase are hereby rejected unlessexpressly accepted by us in writing. Our Terms and Conditions of Purchase shall also apply even if we accept or pay for deliveries of products and the provision of services of Supplier (hereinafter referred to as
Contractual Products/Services) in the knowledge that Supplier's termsand conditions contradict or deviate from our Terms and Conditions ofPurchase.
Our Terms and Conditions of Purchase shall also apply to all futurebusiness transactions with Supplier, until such time as our new Terms
and Conditions of Purchase go into effect.

4Force majeureActs of God, labour disputes, disruption in operations not due tonegligence, civil unrest, official action and any other unavoidable
events shall entitle us – notwithstanding our other rights – to rescind
the contract, in whole or in part, provided such incidents are of not inconsiderable duration and result in a substantial reduction in our needs.

5

Advice on dispatch and invoice
The information contained in our orders and delivery call-offs shallapply. The invoice showing the invoice number and other referencesmust be sent in one copy to the respective printed mailing address.
(The provisions stipulated in § 14 UStG [German Value Added Tax
Act] shall be adhered to.)Conclusion of and amendments to contracts
Orders, contracts and delivery call-offs as well as their amendments
and supplements shall be in written form. Orders and delivery call-offs
may also be made by remote data transmission or telefax.
Oral agreements before or during conclusion of the contract shallrequire written confirmation from the purchasing department in order
to become effective. Article 2.1, sentence 2 shall apply mutatis mutandis.
Oral agreements following the conclusion of the contract, in particularsubsequent amendments and supplements to our Terms and Conditions of Purchase – including this clause on the written form – as wellas collateral agreements of any kind, shall also require written confirmation from the purchasing department in order to become effective.
Cost estimates shall be binding and free of charge for unless expressly
agreed otherwise.
If Supplier fails to accept an order within two weeks from receipt, wehave the right to cancel the order. Delivery call-offs shall become binding unless Supplier objects within five working days from receipt.

6Pricing and transfer of risk
Unless otherwise agreed upon, the prices are "Delivered Duty Paid"(DDP as per Incoterms 2010) including packaging. Prices are exclusive of VAT. Supplier is responsible for the safety of the goods until
the goods are accepted by us or our local representative at the locationto which the goods must be delivered in accordance with the contract.

77.1

Payment terms
Unless otherwise agreed, payment shall be made within 14 days
subject to a 2% discount, or within 30 days without any discount, as ofthe payment due date and receipt of the invoice and the products or fullprovision of services. The payment is made subject to invoice verification.
We shall not owe any due date interest. Seller's claim to payment ofdefault interest remains unaffected. Statutory provisions govern when
we are deemed to be in default. In any case, however, Seller must givenotice of default.
We are entitled to rights of set off and retention, as well as to thedefence of non-performance of the contract, to the extent provided bylaw. In particular, we are entitled to retain payments due in cases
where we have claims against Seller for incomplete or defective performance of services.
Seller has the right of set off or retention only for legally adjudicated oruncontested counterclaims.

Delivery
Deliveries deviating from the terms agreed upon in our contracts andorders require our written prior consent.
All agreed dates and deadlines are binding. The receipt of the goods by
us is the determining factor for having met the date of delivery or theperiod of delivery. Unless "freight prepaid" (DDU as per Incoterms
2000 or DDP as per Incoterms 2010) is agreed upon, Supplier shallmake the goods available in due time, taking into account the timeneeded for loading and shipping to be agreed upon with the carrier.
If Supplier is responsible for setup or installation, and unless otherwise
agreed, Supplier shall assume all necessary incidental costs such astravel expenses, availability of tools as well as daily allowances, unlessotherwise agreed.
If agreed-upon dates are not met, the applicable law shall apply. If
Supplier foresees difficulties with respect to production, the supply of
required materials, compliance with delivery date or similar circumstances that might interfere with Supplier's ability to deliver on theagreed date or in the agreed quality, Supplier shall promptly notify ourordering department.
The unconditional acceptance of a delayed delivery or service shall not
be construed as a waiver of claims to which we are entitled due to thedelayed delivery or service; this applies until complete payment of theamounts owed by us for the delivery or service in question has been effected.
Partial deliveries are precluded as a rule, unless we have expressly
agreed to them or they are reasonable.
The values determined by us during the incoming inspection shallprevail with respect to quantities, weights and dimensions, unless evidence to the contrary can be produced.
With respect to software included within the scope of delivery, including its documentation, we shall have the right to use such softwarewith the agreed-upon performance features and to the extent necessary

Edition 10/2011

7.2

7.3

7.4

8
8.1

8.2

8.3

8.4

Claims based on defects and recourse
Acceptance is subject to an examination for faultlessness, especiallyalso for correctness, completeness and fitness. We have the right to inspect the Contractual Products/Services to the extent that and as soon
as it is reasonably practicable for us in the ordinary course of business;
we shall give notice of any defects found immediately after their discovery. Supplier hereby waives the objection to a delayed notice of defects.
Any defects in quality or defects in title (including incorrect delivery or
short delivery, incorrect installation, or inadequate installation, operation and user instructions), and any other breaches of duty by Seller,
shall be governed by applicable law, unless provided otherwise below.
We have the right to choose the method of remedial performance.
Supplier has the right to reject the method of remedial performancechosen by us pursuant to § 439 para. 3 BGB [German Civil Code].
If Supplier fails to immediately commence with correction of thedefect following our request to correct the defect, in urgent cases, especially to ward off imminent risks or to prevent major damage, weare entitled to undertake such correction ourselves or have it undertaken by a third party at Supplier's expense. Any claims for defects are
subject to a limitation period of 2 years, unless the delivered products
were used in a structure in accordance with its customary use andcaused the structure's deficiency. The limitation period begins with thedate on which the Contractual Products/Services are delivered (transferof risk).

Page 1 of 2TOX® PRESSOTECHNIK GmbH & Co. KG
Riedstraße 4D-88250 Weingarten
Germany

8.5

In case of defects in title, Supplier shall also hold us harmless against
any alleged third party claims. The period of limitation regarding defects in title shall be 10 years.
8.6 With respect to parts of the delivery that were reconditioned or repaired within the period of limitation, the period of limitation starts
anew at the moment Supplier has completely satisfied our claims for
remedial performance.
8.7 Supplier shall assume all costs if, as a result of the defective delivery ofContractual Products/Services, we incur costs, especially transportation, travel, labour, material costs or costs for incoming inspection inexcess of the customary extent.
8.8 If we take back products built and/or sold by us as a result of thedefectiveness of the Contractual Products/Services supplied by Supplier, or if our customers reduced the purchase price or if claims of whatever nature are made against us on that account, we reserve the right torequest reimbursement from Supplier, whereby an otherwise required
deadline is not needed to assert our claims.
8.9 We are entitled to demand a reimbursement for expenses from Supplier for expenses incurred by us because our customer has a claim
against us for the reimbursement of expenses incurred for the purposeof remedial performance, especially transportation, travel, labour andmaterial costs. This also applies if the Contractual Products/Services
were delivered by us to the customer.
8.10 Notwithstanding the provision in Article 8.4, the period of limitation in
the cases stipulated in Articles. 8.8 and 8.9 ends at the earliest 2
months after the date at which we satisfied the claims asserted against
us by our customer, and ends at the latest 5 years after delivery of theContractual Products/Services by Supplier.
8.11 If a defect in quality becomes evident within 6 months after the transfer of risk, it is alleged that the defect was already present at the time of
the transfer of risk, unless this is in contradiction to the nature of theproduct or defect concerned.
9Product liability and recall
In the event a product liability claim is asserted against us, Suppliershall hold us harmless from such claims if and to the extent that thedamage was caused by defective Contractual Products/Services delivered by Supplier. In cases where liability attaches only in theevent of wrongdoing, the foregoing shall apply only if Supplier has engaged in wrongdoing. If the cause of the damage falls
within the area of responsibility of Supplier, Supplier must prove thatSupplier engaged in no wrongdoing. In the above cases, Supplier assumes all costs and expenses, including the costs for any legal action
or a recall campaign. All other matters shall be governed by applicablelaw.
1011

Performance of work
Persons who perform work on our premises in fulfilment of thecontract shall observe the applicable plant rules and regulations. Liability for accidents suffered by such persons on our premises is hereby
excluded unless caused by wilful or grossly negligent breaches of dutyof our legal representatives or agents.

12Documentation and confidentiality
12.1 Supplier shall keep confidential all business or technical information
made accessible by us (including features which might be learned
from objects, documents or software submitted and any other information or experiences) towards third parties, as long as and to the extent that they cannot be proven to be in the public domain, and shall
only make such information available in Supplier's premises to persons
who need to make use of the information for the purpose of supplying
products or services to us and who must also be made subject to a dutyof confidentiality; all such information remains our exclusive property.
Without our prior written consent, such information – except for deliveries to us – may not be duplicated or used for commercial purposes.
Upon our demand, all information originating from us (including any
copies or recordings thereof) and loaned items shall be immediately returned to us or destroyed promptly and fully. We reserve all rights tosuch information (including copyrights and the right to file for industrial property rights such as patents, utility models, semiconductor protection, etc.). In the event that these are provided to us by third parties,
this reservation of rights also applies to these third parties.
12.2 Products built on the basis of documentation prepared by us, such asdrawings, models and the like, or based upon our confidential information, or built with our tools or tools modelled on our tools, may neither be used by Supplier nor be offered or supplied to third parties. Thesame shall apply, mutatis mutandis, to our printing orders.
13

Place of performance
The place of performance is the place to which the goods are to bedelivered in accordance with the contract.

14
Miscellaneous provisions
14.1 All contracts between the parties shall be governed exclusively byGerman law, with the exception of German conflict of law rules andthe provisions of the UN Convention on Contracts for the International
Sale of Goods (CISG).
14.2 The place of jurisdiction for any disputes, including international ones,arising directly or indirectly from contracts between the parties subject
to these Terms and Conditions of Purchase shall be Ravensburg, Germany. In addition, we have the right to file legal action against Supplier in a court at Supplier's registered office or place of business or in acourt at the place of performance, at our discretion.
14.3 If any provision of these Terms and Conditions and of additional
agreements should be or become ineffective, the validity of the remaining provisions shall remain unaffected thereby. The parties areobligated to replace any invalid provision with such valid provision as
most closely approximates the economic effect of the original provision.

88250 Weingarten, Germany, 19 October 2011

Supplied materials
Materials, parts, containers and special packaging provided by us
remain our property. These may only be used as intended. Any processing of materials or assembly of parts in done in our interest. It is
understood that we are co-owners of the products produced using ourmaterials and parts in the ratio of the value of the materials provided
relative to the value of the overall product; Supplier shall keep custodyof the shared property to the extent of our co-ownership interest.

Edition 10/2011

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