2. Offers and prices
Our offers are nonbinding. We reserve the right to increase our prices appropriately if cost increases arise after the contract is entered into. We will produce documentary evidence of these to the customer on request.

3. Dispatch and transfer of risk
Unless the order confirmation contains a provision to the contrary, delivery is ex works. Dispatch is carried out at the expense and risk of the customer.

4. Delivery dates
If an agreed delivery date is not met and the customer allows a reasonable additional period of grace to no effect, the customer is then entitled to withdraw from the contract. The customer is only entitled to claim compensation for damage or loss if the default is attributable to wilful intent or gross negligence. Such claims are limited to 50% of the damage or loss incurred, except in case of willful intent. Fulfilment of our supply commitments is conditional on the timely and proper performance of the customer's obligations.

5. Payment, offsetting, retention
Deduction of cash discount requires a special written agreement. Statutory value-added tax is not included in our prices. It is shown separately in the invoice at the statutory rate. In the case of late payment, default interest at a rate of 5 percentpoints p.a. above the Basic Interest Rate, which the German Federal Bank publishes in the federal gazette is payable. If we are able to prove that the damage or loss is greater than this, we are entitled to claim this. If, after confirmation of the order, circumstances come to our notice which justify doubts about the creditworthiness of the customer or the customer is in arrears with other liabilities, we are entitled to make the delivery of this and further orders conditional on payment in advance. The customer is only entitled to offset counterclaims which are recognised by declaratory judgment or which are undisputed or recognised by us. The customer has no right of retention on the basis of disputed counterclaims.

6. Retention of title
Goods supplied (goods subject to retention of title) remain our property until complete payment of the purchase price and of all existing and future claims (including all current account balances) resulting from our business association with the customer. Goods subject to retention of title may be sold by the customer in the proper course of business. The customer's accounts receivable from its customers as the result of resale are assigned to us when the goods subject to retention of title are resold. The customer is entitled to collect such accounts receivable until this entitlement is revoked. Our authority to collect the accounts receivable ourselves is not affected by this. We undertake, however, to refrain from collection provided that the customer meets its payment obligations, is not in default with payment and, in particular, no application has been filed for insolvency proceedings and no cessation of payment has taken place. In such an event, we are entitled to demand that the customer divulges the assigned accounts receivable and details of the relevant debtors. In this case we are entitled to notify these debtors about the assignment. If the object purchased is processed by the customer, this is carried out on our behalf. We acquire joint title to the new object in proportion to the value of the object purchased compared with the value on the processing date of objects jointly processed. The above rights of security will be relinquished on request by the customer if and to the extent that the value of the security exceeds the value of the secured claim by more than 20%. Attachment or other third-party interference prejudicial to our rights must be notified to us in writing without delay. The assertion of the retention of title as well as the attachment of the object supplied by us will not be regarded as cancellation of the agreement.

7. Information and advice
All written and verbal statements about the suitability and possible applications of our products are made to the best of our knowledge. They represent only our findings through experience, however, and do not constitute promises. On the contrary, the customer must carry out its own tests to ensure the suitability of the products for the intended purpose. Information from our brochures, technical documents and internet site are subject to errors and technical changes, which do not reduce the overall practical value of the product, as well as colour deviations. Specifications change without notification of the customer.

8. Warranty
The goods supplied must be promptly inspected by the customer with regard to quantity and quality, and any complaints must be notified without delay (§ 377 HGB - commercial code). If the object purchased contains a defect for which we are responsible, we are entitled at our own discretion to repair the defect or supply a replacement. If we are not prepared or able to do so, or the repair or replacement is not satisfactory, the customer is at its own discretion entitled to withdraw from the contract or demand a reduction in the purchase price. We do not give this rights of repair or replacement for insignificant defects. In the absence of a contrary provision in the following, further claims by the customer for whatever legal reason are excluded. We are therefore not liable for damage or loss apart from the actual object supplied. In particular, we are not liable for lost profit or other financial losses of the customer. This restriction of liability does not apply if the cause of the damage or loss is attributable to wilful intent or gross negligence or if the customer has a claim for damages for nonperformance as the result of the absence of a promised characteristic. The liability for culpably caused physical defects is not limited. We are liable for bodily injuries or property damages on privately used objects in compliance with the product liability code. All warranty claims lapse if modifications to the goods supplied are carried out by third parties or the goods are processed. The warranty excludes defects resulting from improper use including the use of unsuitable accessories or unsuitable materials. 12 month after delivery of the goods claims out of warranty rights fall under the statute of limitation.

9. Restriction of liability / statute of limitation
In the absence of contrary provisions in the above, all liability, including in particular liability for faults in conclusion of the contract, nonperformance or defective performance and liability for consequential or indirect damage or loss, is excluded. All customer claims are subject to a period of limitation of 12 months. In case of willful or fraudulent behavior or claims according to the product liability code the legal time limits apply. For the loss of data and programmes, or their recovery, we are also liable only to the extent specified in paragraph 10, and only insofar that this loss would not have been avoidable through appropriate precautionary measures taken by the customer, in particular the creation of backup copies of all data and programmes as well as the execution of \"accuracy checks\". All claims of the purchaser are subject to a statute of limitations of 12 months. The statutory periods shall apply with respect to intentional behavior or fraudulent conduct and claims under the German Product Liability Law.

10. Supply on loan or for trial
If products or materials are supplied to a contractual partner on loan or for trial, they remain the property of Oberland. Oberland has the right to demand the return of the loan appliances at any time within fourteen days. If the contractual partner fails to comply with this obligation within the stipulated deadline, the products are deemed to have been purchased at the list price which is valid at the relevant time.

11. Place of performance and jurisdiction
The place of performance, payment and jurisdiction is, as far as permissible, Königstein, Germany; this also applies to cheques and bills of exchange. German law applies exclusively. The CISG (Convention of the United Nations of April 11st , 1980 concerning Contracts for the International Sale of Goods) is excluded.

12. Individual agreements
Individual agreements, particularly the contents of the dealer agreements separately entered into by us, take precedence over these General Terms and Conditions of Business, if they are in a written form.

13. Miscellaneous
Failure by Oberland to exercise rights does not constitute a waiver of such rights. The ineffectiveness of individual provisions does not affect the binding nature of these General Terms and Conditions of Business in other regards.

24.September 2009