General Terms of Business, Delivery and Payment of Infranet Technologies GmbH

– for use in business dealings with companies –

Status: June 2008

Note: only the general terms and conditions of business, delivery and payment of delivery in the German language and according to German law apply. This translation is for information only.

I. Validity/Conclusion of contract

(1) Deliveries by Infranet Technologies GmbH (hereinafter referred to as “Infranet Technologies”) are made exclusively on the basis of these terms and conditions of business, delivery and payment; regardless of whether they are made orally, in writing or via the Internet. Unless these terms and conditions of business contain more specific provisions, the General Terms and Conditions of Delivery for Products and Services of the Electrical Industry e.V. shall apply in addition. (ZVEI; current status June 2005).

(2) These terms and conditions form the basis of all contractual relationships between Infranet Technologies and the customer (including the ordering party) for the entire current and future business relationship, even if no express reference is made to them. The customer’s terms and conditions of business or purchase apply only insofar as they are identical with these terms and conditions of business and delivery.

(3) These conditions are not applicable if the products and services are not purchased directly from us.

(4) Written offers from Infranet Technologies are binding for 30 days, unless otherwise agreed in writing. In all other respects, offers, price lists and other advertising documents of Infranet Technologies are subject to change and non-binding.

(5) Changes to a concluded contract must be made in writing.

II Prices

(1) Prices quoted for deliveries are ex works or warehouse of Infranet Technologies excluding packaging and plus the value added tax applicable on the day of delivery or performance. For orders with a net goods value of less than 250 Euro, a reduced value surcharge of 15 Euro will be charged.

(2) If a fixed price has not been expressly agreed and if more than four months elapse between the conclusion of the contract and the date of delivery or performance, Infranet Technologies is entitled to charge the list prices valid on the date of delivery or performance and to adjust the prices accordingly in the event of changes in exchange rates, customs duties, taxes, freight and insurance costs, purchase costs (e.g. for components and services).

III. retention of title

(1) Infranet Technologies retains title to all delivered goods and services (hereinafter referred to as “reserved goods”) until all claims arising from the business relationship have been settled. If the value of the existing securities exceeds the secured claims by more than 20 %, Infranet Technologies is obliged to release securities to that extent.

(2) The customer may resell the reserved goods in the ordinary course of business. The customer is not entitled to dispose of the reserved goods in any other way. In particular, pledging or transfer of ownership by way of security of the reserved goods is not permitted until all claims arising from the business relationship have been met in full. As long as the reservation of title exists, the reserved goods may only be used within Germany.

(3) The customer assigns the claims arising from the resale or processing to Infranet Technologies upon conclusion of the contract with Infranet Technologies. The same applies to all compensation claims of the customer for loss of or damage to the reserved goods.

(4) The customer may collect the claims assigned to Infranet Technologies in his own name. Infranet Technologies may revoke this authorization if the customer is in arrears with a payment, if circumstances become known which are capable of significantly impairing the customer’s creditworthiness or if an application is made to open insolvency proceedings on the customer’s assets. In case of revocation, the customer is obliged to inform Infranet Technologies of the assigned claims and their debtors and to provide Infranet Technologies with all information and documents that Infranet Technologies needs to assert the claims. Upon request, the customer shall notify the debtors of the assignment.

(5) If Infranet Technologies revokes the authorization to collect the assigned claims in accordance with paragraph 4 above, it may – without prejudice to other claims – take possession of the reserved goods to secure its rights without declaring its withdrawal from the contract beforehand or thereby. Infranet Technologies shall be entitled to realise any reserved goods taken back, including by private sale, and to offset the proceeds against its claims.

IV. Terms of payment

(1) Unless otherwise agreed, payments are due without deduction 14 days after the invoice date.
Infranet Technologies reserves the right to request advance payment or down payments.

(2) In case of default of payment by the customer or deferral of payment, Infranet Technologies shall be entitled to charge interest at a rate of 10 percentage points above the base interest rate, unless the customer proves a lower damage caused by default. We reserve the right to assert further damage caused by delay.

(3) If the customer suspends payments or if insolvency proceedings are opened on his assets, all claims of Infranet Technologies shall become due immediately without the need for a separate due date.

(4) The customer shall only be entitled to offset or withhold payment with or due to undisputed or legally established claims, further if Infranet Technologies is guilty of a gross breach of duty.

V. Period for deliveries or services

(1) All obligations of Infranet Technologies shall be subject to proper self-supply. A corresponding declaration by the pre-supplier shall be deemed sufficient proof that Infranet Technologies is prevented from delivering without fault.

(2) In the event of force majeure and other circumstances for which Infranet Technologies is not responsible, e.g. difficulties in procuring materials, operational disruptions, strike, lockout, defects in means of transport, official intervention, power supply problems and the like – even if they occur at an upstream supplier – the delivery period shall be extended to a reasonable extent if Infranet Technologies is thereby prevented from fulfilling its obligations on time. However, Infranet Technologies must inform the customer immediately. If delivery or performance becomes permanently impossible due to such circumstances or if Infranet Technologies is entitled to refuse performance due to such circumstances (§ 275 paragraphs 2 and 3 BGB), Infranet Technologies may withdraw from the contract. If the delay in delivery lasts longer than two months, the customer may withdraw from the contract. If the delivery time is extended by such a circumstance or if Infranet Technologies is released from its delivery obligation, the customer cannot derive any claims for damages from this if Infranet Technologies proves that it is not responsible for the breach of duty; however, Infranet Technologies is only responsible for intent and gross negligence in this respect.

(3) Infranet Technologies is entitled to partial performance to a reasonable extent. Insofar as partial services are reasonable, the customer’s interest in receiving the service shall continue to exist.

(4) If the customer is in default of payment for an earlier delivery, Infranet Technologies shall be entitled to withhold deliveries until the earlier delivery has been paid for, without being obliged to compensate the customer for any damages incurred. Other rights of Infranet Technologies to refuse performance, in particular the plea of uncertainty of § 321 BGB, remain unaffected by sentence 1.

VI. design changes

(1) Infranet Technologies reserves the right to make design changes at any time, provided that these do not result in significant disadvantages for the customer. Infranet Technologies is not obliged to make such changes to products already delivered.

VII. transfer of risk

(1) In the case of the delivery of systems, the risk shall pass to the customer upon delivery, even if Infranet Technologies or the customer still has to assemble the system and a commissioning by Infranet Technologies is subsequently agreed.

(2) For the rest, the risk, including that of an official seizure, shall pass to the customer when the goods are handed over to a transport company, but at the latest when they leave the factory or warehouse of Infranet Technologies.

(3) If the goods are ready for shipment and the shipment or acceptance is delayed for reasons for which Infranet Technologies is not responsible, the risk shall pass to the customer as soon as Infranet Technologies has notified him that the goods are ready for shipment.

VIII. Guarantees, claims in case of material defects

(1) Infranet Technologies shall not assume any guarantees for the quality of the goods. Declarations made by Infranet Technologies regarding the quality or certain features or characteristics of the goods shall only serve to determine the agreed quality of the goods within the meaning of § 434 BGB. The assumption by Infranet Technologies of a guarantee of quality that goes beyond this requires that Infranet Technologies expressly declares in writing that it will assume a guarantee that goes beyond the statutory claims of the customer, which should grant the customer rights independent of the statutory claims.

(2) The customer may not refuse to accept deliveries due to minor defects.

(3) Durability guarantees of Infranet Technologies are only effective and binding if they are made in writing and the guarantee declaration also contains the content, scope and limits of the guarantee. If one of the requirements mentioned in the first sentence is not met, the guarantee of durability shall be invalid.

(4) Incorrect deliveries or defects must be reported to Infranet Technologies immediately in writing by the customer, giving specific details of the incorrect delivery or defect. They do not entitle the customer to withhold the invoice amounts. The customer must check the intactness of the packaging immediately upon delivery and notify Infranet Technologies immediately of any defects. Furthermore, the customer must immediately arrange for a documented record of the facts (e.g. carrier, average adjuster or similar) and notify Infranet Technologies; otherwise the assertion of possible transport damages is generally excluded.

(5) If the delivered goods are defective, the customer may demand subsequent performance. Subsequent performance shall take place, at the discretion of Infranet Technologies, either by removal of the defect or delivery of goods free of defects. The customer’s claim for subsequent performance does not include the elimination of errors or malfunctions caused by external influences not foreseen in the contractual use, operating errors on the part of the customer or similar. If the supplementary performance fails or if Infranet Technologies does not remedy a defect within a reasonable grace period set by the customer, the customer is entitled to withdraw from the contract or to reduce the purchase price. Any further rights of the customer to compensation for damages or reimbursement of futile expenses shall remain unaffected, subject to the following Section IX.

(6) The customer’s claims for supplementary performance, damages or compensation for futile expenditure shall become statute-barred 12 months after delivery of the goods. The customer’s withdrawal due to performance not rendered in accordance with the contract shall be ineffective if the customer’s claim for subsequent performance pursuant to sentence 1 has become statute-barred and Infranet Technologies invokes this.

(7) The removal of defects and the shipment of the affected goods are carried out outside the warranty obligation at the expense of the customer. For all returns, the risk shall not pass to Infranet Technologies until the goods are accepted in the Infranet Technologies warehouse.

IX. Limitations of liability

(1) Infranet Technologies shall be liable to the customer in case of breaches of duty essential to the contract, unless Infranet Technologies proves that it is not responsible for the breach of duty; Infranet Technologies shall be responsible in this respect for intent and negligence. In the case of sentence 1, however, the customer’s claim is limited to compensation for the typically occurring damage foreseeable at the time of conclusion of the contract, unless there is intent or gross negligence on the part of Infranet Technologies. Bei Verletzung sonstiger Pflichten aus dem Schuldverhältnis ist eine Haftung der Infranet Technologies -insbesondere auch für Folgeschäden -ausgeschlossen, wenn die Infranet Technologies nachweist, die Pflichtverletzung nicht vertreten zu müssen; zu vertreten hat die Infranet Technologies jedoch insoweit nur Vorsatz und grobe Fahrlässigkeit.

(2) The above limitations of liability shall not apply if the customer has rights arising from a guarantee given by Infranet Technologies or if Infranet Technologies is liable for damages caused intentionally or negligently from injury to life, body or health. A change in the burden of proof at the expense of the customer is not associated with the above provisions of this Section IX.

X. Return of goods

(1) Returns of goods outside the fulfilment of the customer’s claims for defects require the prior express written consent of Infranet Technologies. Returns must be made “free to destination”.

(2) The redemption fee for non-repairable goods or faultless and originally packed goods is 25% of the value of the goods, but at least 100 euros per processing operation. Repairable goods will be repaired by Infranet Technologies and invoiced or charged to the customer according to Infranet Technologies’ price list.

XI Documentation and product liability

(1) The customer is obliged to carefully observe the documentation and instructions issued by Infranet Technologies and to demonstrably pass them on to his customers with a special note even in the case of processing, combining, blending and mixing.

(2) The customer undertakes to enter into an agreement with his purchasers of Infranet Technologies products in accordance with the above provision.

(3) In the event that the customer does not comply with the above obligations and product liability claims are made against Infranet Technologies as a result, the customer shall indemnify Infranet Technologies internally against such claims. If circumstances for which Infranet Technologies is responsible have contributed to the cause, the indemnification shall be in proportion to the customer’s share of the causation.

XII. Export Control Regulations

(1) When exporting Infranet Technologies’ products, the currently valid export and control regulations must be observed. Any approvals must be obtained by the customer in good time and submitted to Infranet Technologies. If this is not done, Infranet Technologies is entitled to withdraw from the contract without being liable for damages to the customer. The assessment as to whether a product requires an export licence and whether the export is subject to special control regulations is the sole responsibility of the customer. For each case of violation of such provisions, the customer shall indemnify Infranet Technologies against claims of third parties of any kind.

(2) This also applies to any costs incurred by Infranet Technologies in connection with the exercise of its rights.

XIII Final provisions

(1) All legal relations between Infranet Technologies and the customer shall be governed exclusively by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) Place of performance and jurisdiction for all disputes is Hamburg. Infranet Technologies is, however, also entitled to assert claims against the customer at one of his statutory places of jurisdiction.

(3) Should individual provisions of these General Terms and Conditions of Business, Delivery and Payment be or become invalid, the validity of the remaining provisions and of the General Terms and Conditions of Business, Delivery and Payment themselves shall not be affected thereby.