Standard Terms and Conditions of emitel AG § 1 General remarks Orders from clients to the emitel AG ( hereafter: emitel) are carried out solely in accordance with the following terms and conditions as long as nothing is agreed differently. Terms and conditions from a third party which deviate from these terms and condition are nil and void, irrespective of when these conditions were submitted. Deviation agreements require express written confirmation from emitel. § 2 Execution of orders Orders accepted by emitel are executed in accordance with the established rules of technology. emitel accepts no responsibility for the correctness of the regulations or standards on which the tests are based. The scope of the order to be performed is determined in writing when it is placed. Changes or supplements are to be agreed before implementation. The client is entitled to cancel the order prior to such agreement if he cannot reasonably be expected to adhere to the agreement in view of the changes and supplements. However in accordance wit §649 of the German Civil Code, the client must pay the agreed, or an adequate fee. Supplementary agreements or other statements made by employees of emitel are not binding unless they are confirmed in writing by emitel. § 3 Terms of payment and fees Unless otherwise agreed in writing (e.g. price calculation, fixed price), services are charged according to the emitel published prices, valid when the order is confirmed. Should testing take longer than 4 months and prices be increased within this period the new prices will apply with effect from the fifth month. Any further price increases have immediate effect. VAT (value added tax) will be charged in addition to the charge for the services at the current German rate and are indicated separately on the invoice. Advance payments can be requested, partial invoices may be billed. It is not necessary for partial invoices to be indicated as such. Receipt of an invoice does not imply that emitel has completed all the invoicing for the order. The amount invoiced is payable within 2 weeks from the date of the invoice and at the latest by the stated payment date. If payment is settled later, the basic interest rate of the Deutsche Bundesbank plus 5% p.a. will be charged for the period between the payment deadline and payment receipt. If emitel can demonstrate that the delayed payment has caused higher loss emitel can charge also this loss. The payment is only considered as effected if emitel got the amount. In the case of cheques the payment applies only as effected if the cheque is redeemed. Invoice queries must be made in writing with a statement of reasons and within 14 days of receipt of invoice. The client is entitled for the set-off, retention or reduction, even if notices of defect or counterclaims are made valid, only if the counterclaim is undisputed or validly determined. For retention the client is entitled however also because of counterclaims from the same contractual relation. § 4 Deadlines, delay Specified deadlines are not binding unless there is a written agreement to that effect. Deadlines are based on estimations of the extend of work based on the information of the client. Are these information not correct and / or there is an increase of the order or any other change the deadline changes accordingly. If the execution is delayed due to higher force or due to reasons, which make it more difficult or make performances impossible substantially, emitel does not have to fulfil agreed deadlines. emitel can postpone the deadline by the duration of the handicap plus a reasonable period. If emitel exceeds an agreed deadline for an order, for reasons which it is responsible and such a delay results in damage to the client, the latter is entitled to damages of 0.5% for each completed week of the value of the delayed order and the most however of 5% of the job value of the performance concerned by the delay. Further claims for damages for non-performance may only be asserted if the damage is due to intentional or gross negligence. The adherence to the order presupposes the correct fulfilment of the obligations of the client. § 5 Guarantee, liability The emitel guarantee covers only the services for which it has received an order in accordance with Section 2. The proper condition and functioning of a complete facility or parts of facilities which have been inspected or tested is not guaranteed. In particular, emitel does not guarantee the design of inspected facilities, choice of materials used or the construction of the facilities, unless the order specifically includes these aspects. Also in the latter case, the obligation of the manufacturer to guarantee and the legal responsibility of the manufacturer is neither restricted nor assumed. The guarantee is limited to the rework of an error or a lack to which also the absence of an assured characteristic belongs, only within an appropriate period. If the rework is not fulfilled, punctually or correctly, the client is entitled to a reduction. All further claims by the client for direct and indirect damage, regardless of the legal reasons are excluded, except in cases of coercive liability due to intentional or gross negligence. emitel is not liable for clients or third parties acting on behalf of the client staying in the laboratories of emitel due to testing reasons or on their own request. The client agrees to exclude emitel from any claims from third parties. Statutory limitation period is based on German law. However claims for damages from positive violation of contract, fall under the statute of limitations of max. 3 years. For businesses covered by the German law on general terms and conditions (AGB-Gesetz) additionally liability is limited to such damage, which was foreseeable. As far as emitel is liable as total debtor, emitel is liable always only subsidiaer on the last place. This liability limitation is also valid for representatives of emitel and to third parties acting on their behalf. § 6 Confidentiality – copyright, data protection emitel is permitted to keep copies of documents which have been delivered for inspection and which are important for the execution of the order. emitel holds the copyrights of the test reports, certifications, expert opinions, etc. which it has prepared. emitel, its representatives and third parties acting on its behalf are not permitted to disclose or utilize information on the business as well as technical data of which they become aware through their work. For the approval management as described in the order, emitel is allowed to forward the relevant documentation to the approval authorities or to agents acting on emitel behalf to obtain approvals without any additional confirmation by the client. Personal data are stored only for own purposes. § 7 Place of jurisdiction, place of performance – applicable law Unless excluded in an agreement by legal provisions, the place of jurisdiction for both parties to the agreement is Straubing. More specifically, Straubing is the place for the assertion of claims by summary proceedings. Place of performance for all obligations is Straubing. The contractual conditions and all legal aspects based on it are subject only to the law of the Federal Republic of Germany. The application of Standardised Law governing International Purchases of Movable Objects and the UN Convention for the International Sale of good is excluded. THIS IS A TRANSLATION OF A GERMAN DOCUMENT. THE GERMAN DOCUMENT IS DEFINITVE.