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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

performance. "Intellectual Property Rights" said third party, then ERICH DIECKMANN shall be damages that exist against ERICH DIECKMANN
for the purposes of these Terms and Con- entitled to cease manufacture or delivery without the economic circumstances at ERICH DIECK-
ditions shall be patents, utility models and reviewing the legal situation. In any such case, MANN, the type, scope and duration of the
design patents, trade marks, including res- the customer shall be obliged to indemnify ERICH business relationship, any contributory causa-
pective applications for the same, as well as DIECKMANN from and against said alleged or actu- tion and/or fault on the part of the customer
copyrights. al claims, damages and costs. In any such case, the must be taken reasonably into account to the
Customer must also reimburse ERICH DIECKMANN beneft of ERICH DIECKMANN in accordance
all damage as well as necessary costs and expenses, with Paragraph 254 German Civil Code (BGB).
which we have incurred as a result of or in connec- In particular, the damages, costs and expenses
10.2 If a third party asserts any justifed tion with the claim by the third party. to be borne by ERICH DIECKMANN must be
claims against the customer because of any reasonably proportional to the value of the
infringement of Intellectual Property Rights products supplied by ERICH DIECKMANN.
by any deliverables rendered by ERICH 10.6 Any more far-reaching claims or claims by
DIECKMANN and use in accordance with the customer against ERICH DIECKMANN or against
the contract, ERICH DIECKMANN shall be li- vicarious agents and servants of ERICH DIECK- 11.5 All limitations of liability shall apply
able towards the customer as follows: ERICH MANN because of a defect in title (Rechtsmangel) to vicarious agents and servants to the same
DIECKMANN shall, at ERICH DIECKMANN 's other than the claims regulated in this Clause 10 extent.
option and cost, either obtain a right of use are excluded.
for the deliverables concerned or change
them such the Intellectual Property Right is § 11 - Damage claims 11.6 The above provisions do not
entail any change to the burden of proof to
not infringed, or it shall exchange them. If the detriment of the customer.
this is not possible upon reasonable terms
and conditions the customer shall have the 11.1 ERICH DIECKMANN shall be liable
statutory right of rescission or the statutory for damages and for the reimbursement of wasted 11.7 Material contractual obligations
right to reduce the price. The obligation to expenditure (vergebliche Aufwendungen) within for the purposes of Clauses 11.1 and 11.2 are
pay damages shall remain unafected hereby the meaning of Paragraph 284 German Civil Code obligations, the performance of which make
and shall be governed by Clause 11. (BGB) (hereinafter referred to as "damages") due the proper implementation of the contract
to defects in the goods or services or because of possible in the frst place, and compliance
a breach of other contractual or non-contractual with which the customer is usually allowed
10.3 The obligations set out in obligations, particularly arising out of tort, only in to rely on.
Clause 10.2 above shall only subsist insofar the case of intent or gross negligence. The above
as the customer informs ERICH DIECKMANN limitation of liability shall not apply in cases of inju-
in writing and without undue delay of the ry to life, body or health, if a guarantee is given or § 12 - Audits
claims asserted by a third party, does not the risk of procurement is assumed, in the case of
acknowledge any infringement and all de- 12 If the customer is entitled to carry
fensive action and settlement negotiations the breach of any material contractual obligations out audits at ERICH DIECKMANN, or if the cus-
or in the case of liability under the German Product
are reserved exclusively for ERICH DIECK- Liability Act (Produkthaftungsgesetz). tomer has been granted other rights of access
MANN . If the customer ceases to use the de- and/or inspection rights in relation to ERICH
liverables for reasons of loss mitigation or for DIECKMANN, the customer can exercise any
other important reasons it shall be obliged to 11.2 Damages due to a breach of material such right only following prior agreement
point out to the third party that the cessation contractual obligations is limited to the reimburse- with ERICH DIECKMANN, during normal busi-
of use does not imply any acknowledgement ment of such damage as ERICH DIECKMANN ought ness hours and without interfering with the
of any infringement of the Intellectual Pro- to have foreseen as a possible consequence when operational procedure at ERICH DIECKMANN.
perty Right. the contract was concluded due to circumstances
that were apparent to ERICH DIECKMANN (damage
which is typical for the contract) providing there
was no intent or gross negligence or liability is for § 13 - Machinery and Tooling and
10.4 Claims of the customer are exclu- an injury to life, body or health, for the giving of a Property Rights
ded if and to the extent that the customer is guarantee or the assumption of a risk of procure-
solely responsible for the infringement of the ment or pursuant to the German Product Liability
Intellectual Property Right. Claims of the cus- Act (Produkthaftungsgesetz). 13.1 Unless expressly otherwise
tomer are furthermore excluded to the ex- agreed, the pictures, drawings, calculations
tent that the infringement of the Intellectual and other documents relating to the product,
Property Right is caused by special stipulati- 11.3 Damage which is typical for the con- application or project and sample work pieces
ons by the customer, by an application not tract for the purposes of Clause 11.2 is damage produced or provided by ERICH DIECKMANN
foreseeable by ERICH DIECKMANN or by the with the following maximum quantum: a) per case and which include know-how that is worthy of
fact that the goods delivered are changed by of damage: a maximum of the amount of the net protection shall remain the property of ERICH
the customer or are used together with pro- purchase price of the contract concerned, and b) DIECKMANN and are subject to ERICH DIECK-
ducts not supplied by ERICH DIECKMANN. in the event of more than one case of damage in MANN copyright even if ERICH DIECKMANN
relation to the same customer within one calen- has entrusted them to the customer. They may
dar year: a maximum of the amount of turnover, not be reproduced or made accessible to third
10.5 If ERICH DIECKMANN has to deliver for which the customer purchased products from parties without the express prior written con-
according to drawings, models or patterns of
the customer the customer guarantees that ERICH DIECKMANN in the previous calendar year. sent of ERICH DIECKMANN.
In any case, indirect damage (e.g. lost proft or da-
the articles produced in accordance with its
stipulations do not infringe any third party mage resulting from interruptions in production) 13.2 Title to the machinery, tooling and
does not constitute damage which is typical for the
Intellectual Property Rights. If a third party contract for the purposes of Clause 11.2. other means of production, which ERICH
asserts a claim of prohibition of the manu- DIECKMANN uses in connection with the
facture or delivery of the articles against production of the products to be supplied
ERICH DIECKMANN and does so invoking 11.4 Irrespective of Clause 11.3 above, to the customer shall only be transferred to
an Intellectual Property Right belonging to when determining the quantum of the claims for the customer if the parties have entered into

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