CGV

Brumberg Leuchten GmbH & Co. KG
General Terms of Sale

§ 1
General Terms, Scope
1. Our terms of sale apply exclusively, we do not accept a customer‘s terms of sale opposing or deviating from our terms, unless we have expressly and in writing accepted its applicability. Our terms of sale apply even if we unreservedly supply a customer in knowledge of his terms of sale opposing or deviating from ours.

2. Content and amount of deliveries and services are exclusively laid down in our written offer or, if we issue a confi rmation of order, in our written confi rmation of order.

3. Our terms of sale apply only to businessmen/businesswomen, artificial persons of public law and public special property. 4. Our terms of sale apply also for all future businesses with the customer. The following terms of sale have priority over the customer‘s terms when differing in content. The customer‘s renunciation of the applicability of his own terms of sale is not removed by our silence or our deliveries and services. Any exceptional deviations from the following terms require our confi rmation in writing.

5. All technical data in our catalogues and in our other sales information, lists and drawings same as all weight-, measure- and compound-information have been carefully drawn up, they are subject to alterations in case of errors.

6. It lies within the customer‘s responsibility to test if our products are suitable for the purpose intended by him.

§ 2
Offer, Materials
1. If an order can be qualifi ed as an offer according to § 145 BGB, we can accept it within 4 weeks.

2. The rights of ownership and copyright are reserved for any illustrations, drawings, calculations and other material; they must not be made available to third persons. This applies particularly to such written material labelled „confi dential“; making these available to third persons requires our explicit written agreement. Offers are valid only in writing. The prices named are valid with the reservation that the specifi cs of order, forming the basis of the offer, remain unchanged.

3. Samples and sample test reports are made only if agreed to in writing. The costs are charged.

4. For products ordered on the basis of the customer‘s drawings or samples, the customer is obliged to check possible third persons‘ copyrights and not to infringe these. If, in case of this obligation not being observed, our production is prohibited by a third person claiming his copyright or if the product cannot be used because of the infringement of copyrights, we are entitled - without having to verify the legal status and to the exclusion of any compensation for the customer, no matter what the legal status may be - to stop production and delivery until the facts have been clarifi ed and to demand compensation from the customer, at least 15% of the total amount of the invoice of the product ordered. At this time already, the customer exempts us from any claims to compensation by third persons, particularly of owners of copyrights - at fi rst demand. Any costs caused by the rejection of third persons‘ claims are also regarded as our damage.

§ 3
Prices, Terms of payment
1. As far as the confi rmation of order does not say any other, our prices are net Euro prices ex works, including the usual packaging for our products, plus the VAT rate valid on the day of delivery. Special packaging or repackaging or special small packages will be charged. Prices are valid only for the quantity, product design and material specifi cations agreed to by contract. Should the customer ask changes, which cause a higher effort than assumed on the basis of the order or on the basis of the usual process of production, appropriate changes of prices remain reserved.

We reserve the right to raise our prices after conclusion of the contract if material price cost increases occur, especially due to new wage rates, especially increased costs of raw material or energy.

2. The VAT is not included in our prices; the valid rate is added on the invoice.

3. Cash discount is possible only after agreed to in writing in the the confirmation of order or the invoice. 4. As far as the confi rmation of order does not say any other, the price is due in cash (without deduction) must be paid ex paying agent and due as follows within 10 days without deduction. If the customer defaults in his payments, we are entitled to demand an interest of 8% above the legal basic interest rate p.a. If we are able to prove a bigger damage caused by the arrears, we are entitled to assert it. The customer on his side is entitled to prove that as a consequence of his arrears no or much lesser
damage was caused.

5. The customer is entitled to offset his claims against our invoices only if his claims are legally valid, undisputed and acknowledged by us. While the customer‘s claims are disputed, he does not have a right of retention. A right of retention is also excluded when the claims do not base on the same contract. Credit notes are issued only for the purpose of settlement. There is no claim for payment.

6. If we doubt the solvency of a customer we reserve the right to demand payment in advance or surety. If we come to know that the customer has been impounded unsuccessfully or if we receive hints about bankruptcy of the customer, we are entitled to rescind the contract and charge the efforts made so far.

§ 4
Delivery time and conditions of supply
1. Beginning of delivery as agreed requires the clarifi cation of all technical questions, delivery of all necessary information from the customer, necessary licences and releases, especially drawings, as well as fulfilment of the agreed conditions of payment and any necessary cooperation from the customer.

2. The adherence to our delivery commitment furthermore requires the customer‘s timely and proper fulfi lment of his obligations and our proper receipt of the raw materials which are required for the manufacturing of the product to be delivered. The plea of a non-fulfi lment of contract remains reserved.

3. If the non-fulfilment of delivery times is due to force majeure, e.g. strike, lockout, etc., the delivery period will be extended appropriately. An appropriate extension of delivery times comes also in force when we are not supplied in time.

4. If the customer refuses deliveries or if he culpably violates other tasks of cooperation, we are entitled to demand compensation for damaged caused this way as well as any additional costs arising. Further claims remain reserved. If the delivery or shipment is post-poned according to the customer‘s wish, we are entitled to invoice a fee for storing, beginning with the 10th day after the announcement of being ready for dispatch: 0,5% of the total sum invoiced for every beginning month max 5% of the total sum invoiced. Both contracting parties reserve the right to prove higher or lesser expenses.

5. If the conditions of section 3 are fulfi lled, the danger of accidental decline or accidental deterioration passes on to the client in the moment when he defaults on acceptance of deliveries or on payment.

6. We accept liability according to legal regulations, as far as the relevant bill of sale constitutes a transaction of short selling in the sense of § 286 Abs. 2 Nr. 4 BGB or of § 376 HGB. We also accept liability according to legal regula-tions, if, as consequence of a delay in deliveries caused by us, the client becomes entitled to Claim that his interest in the contract ceases to exist.

7. We furthermore accept liability according to legal regulations, if the delay in delivery is caused by a deliberate or culpably negligent breach of contract by us; faults of our representatives are to be blamed on us. As far as a delay in delivery is not due to a deliberate breach of contract by us, our liability for compensation is limited to the foreseeable, typically occurring damage.

8. We also accept liability according to legal regulations, as far as the delay in delivery is caused by a culpable breach of an essential duty of the contract by us; in this case, however, the liability to compensation is limited to the foreseeable, typically occurring damage.

9. We are entitled to partial deliveries in reasonable quantities. Deviations in measurement, weight, technical construction, production and in quantity are allowed within the customary, productrelated tolerances. Furthermore, all alterations, which serve the technical improvement of our products are regarded as approved by the customer.

§ 5
Transition of risks - costs of packaging
1. As far as the confi rmation of order does not say any other, delivery is ex works.

2. Taking back of packaging is subject to special agreements

3. Subject to the customer‘s wish, all deliveries will be covered by a transport insurance; the costs thus incurred are to be covered by the customer.

4. The customer is obliged, within an appropriate period prior to delivery, to name one or several persons, who are entitled by the customer to receive the goods and the accompanying documents and to sign the delivery note and the accompanying documents. This is particularly valid if the goods are to be delivered to another place than the customer‘s head Offi ce. If such information is not given, those persons who have in fact received the goods are regarded to be entitled to the reception of the goods and to be authorized to sign the accompanying documents (delivery note and other accompanying documents).

5. If at the agreed delivery date and delivery place none of the authorized persons is available, or if this or another person refuses to accept the goods, the customer falls into arrears with receipt, with the consequence that the risk passes to the customer. Furthermore, the customer has to cover the costs incurred by a new delivery.

6. The customer cannot refuse the acceptance of deliveries because of minor faults.

§ 6
Liability for faulty goods
1. The customer‘s rights to complaint require that the customer has properly fulfi lled his obligation to examination and reprimand according to § 377 HGB.

2. If the supplied goods are faulty, we are entitled to either afterfulfilment by eliminating the faults or to deliver new goods free of faults, according to our preference. In case of eliminations of faults, we cover the costs only up to the amount of the purchase price.

3. If the elimination of faults goes wrong, the customer is entitled to decide whether to claim a right of rescission or a reduced purchase price.

4. We accept liability according to legal regulations, as far as the customer raises claims to compensation, which are founded on intent or culpable negligence, including intent or culpable negligence by our representatives. As far as we are not accused of culpable breach of contract, the liability for faulty goods is limited to the foreseeable, typically occurring damage.

5. We accept liability according to legal regulations, if we culpably break an essential duty of the contract; in this case however, the liability for faulty goods is limited to the foreseeable, typically occurring damage.

6. Liability for culpable injuring of life, body or health is unaffected; this applies also to the binding liability according to the law of product liability.

7. As far as nothing has been settled previously, liability is excluded.

8. The statutory limitation is 12 months, counted from the moment of transition of risks.

§ 7
Joint liability
1. Liability for compensation to a greater extent than provided for in § 6 is excluded -notwithstanding the legal basis of the claim raised. This is particularly valid for claims for compensation relating to faults at contracting, for other breaches of duty or for offence claims to compensation for damages to property according to § 823 BGB.

2. In case of claims for compensation the limitation according to section 1. is valid also for the demand of compensation for useless efforts.

3. As far as liability towards us is excluded or limited, this applies also to the personal liability for compensation of our employees and representatives

§ 8
Proprietary rights
1. We reserve the property of the goods until receipt of all payments owed by the customer. If it is agreed that payment shall be done by a bill of exchange, the reservation of proprietary rights also covers the customer‘s cashing of the bill accepted by us and does not expire by crediting the received bill on our account. In case of the customer‘s activities contrary to the contract, especially in case of default, we are entitled to take the goods back. Taking back the goods constitutes our rescinding the contract. After taking back the goods we are entitled to their utilization, the proceeds thereof are to be allowed on the customer‘s liabilities, minus appropriate costs of utilization.

2. The customer is obliged to treat the goods carefully, he is particularly obliged to insure the goods as new suffi ciently against damages caused by fi re, water or theft at his own costs. If any works of maintenance or inspection are necessary, the customer is obliged to conduct these timely and at his own costs.

3. In case of seizure or other interventions by a third person, the customer is obliged to immediately inform us in writing so that we can institute proceedings according to § 771 ZPO. If the third person is not able to refund our judicial and non-judicial costs according to § 771 ZPO, the customer is liable for the loss caused to us.

4. The customer is entitled to resell the goods in the usual course of business; however in advance he assigns all claims up to the amount of the fi nal invoice (including VAT) of our claims, which result from his reselling to his customers or third persons, independent of the goods being resold without or after processing. The customer remains entitled to collect the debt also after assignment. Our authorization to collect the debt ourselves remains thereby unaffected. However, we commit ourselves not to collect the debt as long as the customer fulfi ls his liability to pay from the proceeds realized, as long as he does not fall into arrears and particularly no application for the initiation of insolvency proceedings are made or inability to pay is given. If any of this is the case, we are entitled to demand, that the customer makes us
known the assigned claims and their debtors, gives all information for collecting the debt, hands over all necessary documents and informs the debtors (third persons) about the assignment. The claims assigned by us in advance refer to the accepted balance, as well as in case of the customer‘s insolvency, to the then existing causal balance.

5. The processing or reconstruction of the goods by the customer is always done for us. If the goods are processed with other parts not belonging to us, we acquire property of the new goods relative of the value of the goods (invoice sum, including VAT) to the other parts processed at the time of processing. Incidentally, the article produced by processing is to be regarded as the goods delivered under reservation of proprietary rights. All regulations made apply accordingly.

6. If the goods are inseparably mixed with other parts not belonging to us, we acquire joint property of the new goods relative of the value of the goods (invoice sum, including VAT) to the other mixed goods at the time of blending. If the blend-ing is done in a way that the goods of the customers are to be regarded as the main item, it is regarded as agreed that the cus-tomer confers proportional joint property to us. The customer keeps the sole or joint property thus produced for us.

7. The customer also assigns to us the claims for safeguarding the claims against him, which grow towards a third party from the connection of the goods with real estate.

8. We commit ourselves to release the legitimate surety upon the customer‘s demand in so far as the realizable value of our surety exceeds the claims to be safe-guarded by more than 10%; the choice of the surety to be released lies with us.

§ 9
Court of jurisdiction
1. As far as the customer is a businessmen, our place of business is also relevant court of justice; however, we are entitled to sue the customers at the court of his domicile as well.

2. The law of the Federal Republic of Germany applies exclusively; UN-sales laws or international agreements do not apply.

3. As far as the confi rmation of order does not say any other, the court at the head offi ce of Brumberg Leuchten GmbH & Co. KG shall have jurisdiction.

4. The German version of the General Terms of Sale is the original version. In terms of interpretation it has priority over the English translation with due regard of the German legal system.

Sundern, August 2008