General Terms and Conditions of HAVER ENGINEERING GmbH (effective August 1, 2011)

1. Subject

1.1 The terms and conditions stated hereinafter shall exclusively
apply to all orders placed with HAVER ENGINEERING GmbH
(hereinafter referred to as “HEM”).

1.2 The terms and conditions of the Company shall also not apply
even if not expressly contradicted by HEM.

2. General

2.1 HEM fulfills the ordered service according to Company’s
specification. HEM does not owe any success but fulfilment of the
ordered service.

2.2 The Company has to assist HEM in order fulfilment by providing
HEM on request with all required material/documentation free of

2.3 After completion of fulfilment of the services HEM shall be obliged
to generate a report in written form and to submit it to the
Company in triplicate The parties will individually agree on the
form of delivery (by mail, by e-mail etc.).

2.4 HEM hereby reserves the right of title and copyrights to any
documentation, as for example calculations, drawings, pictures
etc., provided to the Company within the framework of order
placement. These documents may not be disclosed to third
parties without the prior explicit approval in writing of HEM.

3. Invoicing and payment

3.1 All services are invoiced upon agreement according to the terms
and conditions of the respective order.
Invoicing takes place with transmission of the final report.

3.2 Payments are immediately due from receipt of invoice by the
Company. Discount is not granted.

3.3 Value-added tax at the legal rate is invoiced additionally.

4. Cooperation of the Company

4.1 The Company has to provide in consultation with HEM the
necessary prerequisites for the performances and services to be
fulfilled at its own cost.

4.2 The material/documentation provided to HEM shall be returned to
the Company after completion of the works – or in case of a
corresponding obligation –deleted by the Company at its cost.

4.3 The Company shall appoint a contact person to provide HEM
with all necessary information and to take or obtain decisions
without undue delay.

5. Dates

5.1 Dates shall be mutually fixed in the respective order between the
Company and HEM.

5.2 HEM cannot be held responsible for disturbances due to strike,
lockouts, loss of employees without its fault, delay of the subsupplier,
government intervention and similar circumstances. If
HEM is hindered in order fulfilment by circumstances as stated
above or the fact, that cooperation or information of the Company
are not yet provided, the dates shall be deemed to be as
extended for the duration of the interruption. HEM will inform the
Company of the disturbance.

5.3 In case of any delay HEM is responsible for, the Company shall
be entitled after an unsuccessful period of grace to cancel the
contract fully or in part to the exclusion of all further rights and
claims. Reminders and fixing of grace periods are subject to
written form. The grace period must be at least 15 working days.
Performances and services already fulfilled shall be invoiced as
per clause 3.

6. Know-how

Any new know-how which may arise in the framework of the
performances and services rendered by HEM shall remain with

7. Warranty

7.1 HEM shall be liable for damages irrespective of legal basis (i.e.
non-fulfilment, impossibility, warranty, delay, fault at contract
conclusion, breach of accessory obligations or tortious acts)
a) in case of wilful intent in the full amount
b) in other cases for breach of a fundamental obligation through
which the purpose of the contract is jeopardised but limited to
the individual order value.
Any further liability, in particular claims for damages resulting
from consequential damages, like for example loss of
production or loss of profit, is excluded.
The defense of contributory negligence remains open. Statutory
liability for personal injury and liability under the product liability
act shall remain unaffected.

7.2 Claims of the Company arising from non-fulfilment, impossibility,
delay, fault at contract conclusion, breach of accessory
obligations or cancellation of contract are subject to a limitation
period of one year. The limitation period shall commence with
damage occurrence.

8. Confidentiality

The parties commit themselves reciprocally to hold all
information, knowledge and documentation relating to the
performances and services in strict confidence, will not disclose
any of them to third parties and not to utilize the information for
other purposes than fulfilment of the contract. These secrecy
obligations are not valid for such information and knowledge,
which were already in the recipient’s possession at the time of
its disclosure, were in the public domain prior to its transmission
and/or will be disclosed to the public thereafter, come into the
public domain otherwise than through the fault of the other
party, the receiving party has received from an authorized third
party. On written request of the respective party the receiving
party will immediately return to the other party and/or delete all
written or in other form recorded information designated as

9. Final provisions

9.1 Alterations to and amendments of the contract have to be made
in writing. This shall also apply to any waiver of the clause for
requirement of written form. Verbal agreements are null and

9.2 If these terms and conditions or one clause herefrom should be
void or become invalid, this shall have no effect on the validity
of the remaining content of the terms and conditions. The void
or invalid clause(s) shall be replaced by valid ones, through
which the economic purpose aimed at is reached as far as

9.3 The place of jurisdiction shall be Dresden for all disputes
between the contractual parties. Prior to any legal proceeding
the contractual parties shall be obliged to attempt to settle the
dispute out of court, employing the services of a competent third
party, if necessary, unless such an attempt is likely to be

9.4 The law of the Federal Republic of Germany shall exclusively

The English version of these terms and conditions shall be for

convenience purposes only. In case of any inconsistencies, the
German version shall prevail.