General Terms and Conditions of Nitto Kohki Europe GmbH

1. Scope of applicationa.

b.

Our deliveries of goods, services and offers by NittoKohki Europe GmbH (hereinafter referred to as "NittoKohki", “us” or “we”) are solely subject to these
General Terms and Conditions (hereinafter referred toas “Terms”). Nitto Kohki does not acknowledge any
different terms and conditions by the contractual partner (hereinafter referred to as “Buyer” or “you”), unlessagreed by us in writing. Consequently, we will not
accept any Buyer’s terms and conditions.

f.

Bills of exchange, checks or money orders will only beaccepted if this is agreed by writing between us andthe Buyer. The Buyer has to pay any charges andexpenses concerning these modes of payment.

g.

Any discount is subject of a written agreement.
Unilateral discounts are not allowed.

4. Terms of delivery, transfer of risksa.

Without any expressly written commitment by ourmanagement, all delivery deadlines are subject ofestimation. The period allowed for delivery
commences on the day on which all technical andadministrative details of the order are clarified and therequired documentation is provided. Such period will
be extended day-by-day for each day the Buyer is indefault with its contractual obligations.

b.

If we are unable to meet an agreed delivery deadline,
the Buyer agrees to (i) a suitable prolongation of four(4) weeks at least and (ii) to declare in writing that it
will not accept the delivery rendered after the prolongated date. If there incurs a financial loss to the Buyer
due to delayed delivery, the right to receive a compensation of damages is limited to 5 % of the purchaseprice unless we acted by intend or gross negligence.
Any further liability caused by delayed delivery or otherdelays is excluded.

c.

Partial deliveries are permitted principally unless they
were excluded expressly in advance.

d.

We are not responsible for any delays in delivery andperformance caused by force majeure (business interruption, strikes, lock-outs, infrastructural problems,etc.). As soon as we will become aware of information,
we will inform the Buyer about the beginning and theend of the event of force majeure.

These General Terms and Conditions are an integral
part of all contractual relations between us and ourBuyers concerning all deliveries and services. TheseTerms apply to all future business relations between
us and our Buyers at all events even without expresslydeclared.

2. Offer, conclusion of contracta.

All our offers are subject to confirmation and withoutcommitment, unless the offer was already confirmed
by us.

b.

Orders are committed, if we confirm them in writing or
if we execute them immediately after having received
the order; in the latter case, the delivery note or the invoice will be considered as confirmation of the order.
We consider every written or oral order as a bindingcommitment. In the event of calls on blanket orders,the entire quantity of goods ordered has to be acquired
within the agreed time limit.

c.

Our Offers are based always on our current price lists.
Any commitments of differing prices apply only to thisspecific order and not to future agreements.

d.

Working drawings, images, calculations, weights,measure-ments and other specifications are onlyspecifications of the purchase when agreed expresslyin writing.

e.

Our technical advice is provided to our best knowledge. We give no warranty for such advice unless theadvice becomes part of the agreement.

We have the right to decide about all modalities oftransportation. We also have that right concerning themodality of choosing packaging concerning transportand safety requirements.

f.

If shipment is postponed at the Buyer’s request orcaused by the Buyer’s fault, the goods will be stored at
the Buyer’s expense and risk.

g.

We are not liable for delays caused by the freight
forwarder and the consequences of such delays.

h.

Shipments by Nitto Kohki are subject to the current
version of the INCOTERMS.

e.

f.

If we will become aware of facts or circumstances
which indicate a serious decline of Buyer’s solvency orcredit-rating, e. g. by earlier deliveries of goods orservices, we are entitled to demand a prepayment or adeposit of security for outstanding deliveries orservices. If such a prepayment or security is not provided, we are entitled to withdraw from the contract. In
this case any partial deliveries already made becomedue for immediate payment.

5. Retention of titlea.

We retain title to all deliveries until all claims held
against the Buyer from the business relationship aresettled (retention of title). The Buyer agrees to take out
comprehensive insurance against external perils tocover any loss or damage to the goods until the goods
are paid in full. The insured sum has at least tocorrespond to the amount of the respective
outstanding debt. If the Buyer breaches one or more ofits contractual duties, including but not limited todefaulting on the contractual payments, we are entitledto demand the withdrawal of the delivered goods
and/or to cancel the contract without notice. In suchcases, the customer is obliged to withdraw thedelivered goods. A request for withdrawal of delivered
goods does not include a notice of termination on thepart of us unless this is expressly declared.

b.

The retention of title extends to the full value of any
products that arise from processing, mixing orcombining the delivered goods (extended retention oftitle). In this cases we are the “Manufacturer” (Hersteller) persuant Sec. 950 BGB [“Bürgerliches Gesetzbuch”: German Civil Code]. If third parties retain title to

3. Prices, paymenta.

Our prices stated in the confirmation of the order are in
EURO including the current VAT at the time the invoice was issued.

b.

The prices apply to the goods and services listed in theorder confirmation. Any additional service is listed
separately and will be calculated separately.

c.

Unless confirmed different by our order confirmation,
invoices are payable within 30 days from the date of
invoice without any discount. The effective date ofpayment is our receipt of payment. Any delay of payment is subject to the German Civil Code.

d.

Setoff shall only be admissible with undisputed, legallyeffective or accepted counterclaims. The Buyer isentitled to withhold the payment only if his counterclaim is based on the same contractual relationship.

e.

First deliveries are subject to prepayment. We reserve
the right to demand prepayment in other cases.

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General Terms and Conditions of Nitto Kohki Europe GmbHgoods that are processed, mixed or combined with ourgoods to create a new product, we as theManufacturer, obtain a joint title of the new product inrelationship to the invoiced value of the goods
processed, mixed or combined to make the newproduct.

guarantee.
d.

The date of the purchase of the original productcontinues to be decisive for the guarantee extended to
repaired or replaced products.

e.

We refer expressly to the fact that the user is responsible for the proper use and storage of the products.
Claims under the guarantee will be forfeited in theevent that defects are caused by improper handling of
the product or inappropriate replacement of parts
subject to wear and tear.

In the event of reselling the goods or the products, theBuyer setoff to us all titles in full or in a partial proportion. We accept the setoff. In case of delay, we will beentitled to disclose the collateral assignment to thethird-party and to assert the Buyer’s claim of paymenton our own behalf.
c.

The Buyer will inform us in writing without delay of anyseizures, pledges, third-party interventions or otherdispositions regarding the goods.

d.

Any breach of contract by the Buyer entitles us toterminate the contract and to demand the return of thegoods.

The user or original equipment manufacturer will beresponsible for the selection of the products and theproper use of the products. We do not accept any
liability for damages caused by a non-compliance withthese points or an inappropriate product selection.
f.

Guarantees will be honored either by supply of a
replacement or repair of the defective part, suchchoice being at the discretion of Nitto Kohki, and thesemeasures are only deemed to have failed after thesecond unsuccessful attempt. The Buyer has no rightunder guarantee to consequential losses. Liability fordamages arising from default or faulty performance isexcluded unless due to willful intent or grossnegligence by us or by one of our representatives oragents.

g.

The provision contained in paragraph f. above applies
both to compensation in addition to the performanceand to compensation in lieu of performance, regardless of the legal basis, including but not limited todefects, breach of contract or tort. It will also apply withregard to any claims for compensation for expenditure
made in vain as well as damage to the Buyer’s assets,
e.g. damage to other physical assets, caused by thedelivered goods.

h.

The liability for cases of damage resulting from slight
negligence is limited to a maximum amount US $2,500,000. This limitation applies to all claims formaterial and financial damages of essential contractual
obligations caused by slight negligence of us, ourrepresentatives or agents – except for damages
resulting from injury to life, body or health.

i.

The liability for cases of damage resulting beside sec.
(h) is limited to damages which are predictable as apossible result of the contractual relationship.

j.

For the delivered goods and services we give
expressively no warranty or guarantee concerning theinfringement of patent or any other intellectual
property.

6. Guarantees, warranty
6.1. Return of products:
Defective products may not be returned for a refund without
our prior written approval. Unpaid shipments will not beaccepted without prior written approval. We reserve the right toexamine and repair the products returned at our own
discretion.

6.2. Repair:
Defective products have to be returned directly to us or to oneof our authorized dealers. Accompanying documents, whichclearly indicate the reason for the return, shall be enclosedwith the shipment. Information has to be provided on the dateof the purchase and on the date on which the final product was
released into circulation enclosed with relevant records. If arepair is expected within the guarantee period, a clear notification is mandatory.

6.3. Guarantee period:
The guarantee is granted for 24 months from the invoice date.
Original equipment manufacturers are granted a guarantee
period of 24 months after the final product is put into circulation
provided evidence of this fact can be furnished beyond doubt.
However, the guarantee is limited to a maximum of 30 months
after the invoice is issued to the original equipment manufacturer. The guarantee for Power & Machine Tools, Delvo
Electric Screwdrivers and the related products with Delvo
brand is granted for 12 months from the invoice date.

7. Final provisions

6.4. Guarantee conditions:a.

The court of competent jurisdiction for any disputes
arising from the contractual relationship between Nitto
Kohki and the Buyer is the District Court of Stuttgart orthe court of competent jurisdiction of the domicile of
the Buyer, such choice being at the discretion of NittoKohki.

b.

In the event that the Buyer qualifies as a businessman(Kaufmann), a legal person under the civil code (juristische Person des öffentlichen Rechts) or a special
fund under public law (öffentlich - rechtliches Sondervermögen), the site of performance for all deliveries ofgoods and services and payments is Steinenbronn.

c.

All contracts for the delivery of goods and services aregoverned solely by the law of the Federal Republic ofGermany. All international and supranational regulations, including but not limited to the United Nations
Convention on the Sale of Goods are hereby excluded.

d.

The German version of these Terms will prevail in allcases of doubt, inconsistency or contradiction between
the German and English versions.

a.

b.

c.

A claim under guarantee will only arise if the producthas been used properly in accordance with therecommended specifications and the instructions foruse. Any use of the products beyond theserecommended and prescribed conditions, which differ
from model to model, will lead to the forfeiture of any
claims under guarantee.
A claim under guarantee cannot be granted in theevent that the products have been used improperly or
are damaged by external force, exposed to excessive
physical strains or excessive voltage or that serial
numbers are missing or modified.
Parts subject to wear and tear are exempt from theguarantee on principle. Various parts subject wear andtear must be replaced after the stipulated hours ofoperation, which differ from model to model. Defects
attributable to non-compliance with this maintenancerequirement lead to the forfeiture of any claim under2
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