1. General terms
The following terms and conditions apply to all business relations, present or future, with our customers and take precedence over all and any other provisions or agreements in inquiries, orders, correspondence, except with our express written confirmation to the contrary. This applies even if we fail to object. Reference to the applicability of the above provision is not needed in subsequent business concluded with the same party.
All offers, orders and arrangements, whether oral, by telephone, cable or telex, in order to be valid require our written confirmation. Commitments into which our employees or representatives enter need our written confirmation.
If we have reason to believe that a customer might not be able to meet his financial obligations we are free to cancel the agreed terms or require the provision of security or return the order, in which case all costs incurred by the date of cancellation or return are due and payable to us.
All supplies are based on the "Terms of supply of machine tools" of Fachgemeinschaft Werkzeugmaschinen (German Machine Tool Association) in Verein Deutscher Maschinenbau-Anstalten e.V. (German Engineering Federation). Tool supplies are also subject to the terms of Fachgemeinschaft Präzisionswerkzeuge (German Precision Tools Association) in Verein Deutscher Maschinenbau-Anstalten e.V., in each case with consideration of our own terms of sale.

2. Offers
Offers submitted by us are without obligation. Figures, descriptions, measures and weights in printed material and similar documents are not binding.

3. Term of delivery
The term of delivery commences when all details of the order have been finalized and all required documents provided. Besides, all contractual preconditions must have been provided by the customer.
If delivery is delayed, the buyer cannot claim damage or withdraw from the contract even if we have not performed the contract at the end of a grace period. Unforeseen events - including events of force majeure - affecting us or any of our suppliers, entitle us to postpone agreed dates of delivery or to be relieved of the duty to deliver.

4. Prices
If actual costs change, we reserve the right to change prices up to the date of delivery. As a rule, prices are ex-works prices and do not include value-added tax, packaging, insurance, freight or postage, unless agreed otherwise.

5. Delivery / transport
As all goods are dispatched at the buyer's risk, we recommend all customers to take out an insurance to provide protection against damage of the goods in transit. This also applies if we should have agreed to deliver the goods freight paid or pay part of the freight charges.

6. Delivery / delay of delivery
Agreed dates of delivery are only binding if they are confirmed by us in writing. The customer can claim damage due to delay only if it can be proved that we have acted with intent or gross negligence.

7. Dispatch / passing of risk
In the absence of relevant instructions from the customer, we can choose the conveyance and the mode and route of transport. We are not bound to choose the cheapest or fastest possible transport.
The risk in the goods passes onto the customer when the goods are delivered to the customer, forwarder or any other person acting as forwarder of the goods for the customer.

8. Warranty
Our warranty is governed exclusively by the following terms:
a) We warrant that the goods delivered by us, at the time of delivery according to the state of the art, are free from any defects which can be proved to be due to manufacture or material. Changes or modifications to the design or construction generally made by us to goods before their delivery are no reason for complaint.
b) Unless agreed to the contrary in writing, the statutory warranty periods (i. e., periods of limitation for warranty claims) apply. If we act as broker, the terms of the supplier's plant apply.
c) Warranty is at our choice either by providing a substitute or by free repair of the defect and we are free to provide the warranty ourselves or through an authorized customer service firm acting for us.
d) The customer cannot claim cancellation of the order or reduction of the purchase price unless the defect cannot be repaired or the customer cannot be expected to tolerate further repair attempts.
e) Obvious defects shall be notified in writing without delay latest within 3 working days after receipt of the goods, all other defects as and when they are noted. Together with the notification
of defect, the inspection documents sent with the goods shall be returned to us or sent to the customer service firm specified by us.
f) We are not responsible for consequential damage of a defect unless it can be proved that we have acted with intent or gross negligence. The disclaimer of warranty does not apply to cases of absence of warranted characteristics to the extent to which it intended to protect the customer from a certain damage.

9. Liability
Unless specific provisions are contained in the preceding terms, the customer cannot claim damage - notwithstanding the legal reason - (e.g., for non-performance, impossibility, delay, fault on or before conclusion of contract, positive violation of contract, legal defect, tort, compensation among joint debtors, etc.) unless it can be proven that we have acted with intent or gross negligence. This disclaimer of liability also applies to the personal liability of our statutory representatives and employees.

10. Terms of payment
Agreed terms of payment are binding. If the financial standing of a customer has deteriorated since the conclusion of contract, we can change the terms of payment. All outstanding amounts become due and payable without delay if the customer stops payments or declares bankruptcy. If payment is not made by the agreed date, we can charge interest and commission at the applicable bank rates for short-term loans, at least however interest at the rate of 3 % above the respective discount rate of Deutsche Bundesbank (German Central Bank), without reminder.
The day of delivery is the time of shipment or notification that the goods are ready for shipment, if the customer's dispatch instructions are incomplete or the customer is not ready to receive the goods for any other reason.
The buyer is not entitled to set-off or retention of any kind.
Drafts are accepted only after our express consent. Checks and drafts are accepted only on account of payment. We reserve the right to return drafts without obligation at any time, in which case the original term of payment becomes applicable again. All draft charges and loss due to fluctuations in the exchange rate are to the customer's account.

11. Acquisition of customer data
Our accounts are electronically based. In this context, we acquire customer business data.

12. Import and export transactions
We can withdraw from an import or export transaction if we or any of our suppliers are not issued a necessary permit or approval or if the performance of the contract is made impossible by the prohibition of an authority. The customer cannot make any claims on us on basis of the above.

13. Internet platform
go-edm.de GbR offers its supplies and services in the internet under www.go-edm.de. This service is without engagement. We can change our services and the user surfaces related to the platform at any time.

14. Place of performance and legal venue
The place of performance and the legal venue of all rights and obligations under business transactions is Gera, Germany.
For direct deliveries, the place of the supplier's works is the place of performance. We can also sue the buyer at the latter's principal place of business. The same provisions apply to shareholders acting outside their firm.

15. Retention of ownership
All our supplies remain our property until paid in full. Payment by draft invalidates the retention of ownership at the time the draft is encashed.
If a customer sells goods delivered by us to a third party as supplied or in any other configuration, the claim which our customer has on his buyer is deemed assigned to us at least in the amount of our claim. The customer selling the goods is obliged to inform his buyer of the assignment. All payments which our customer receives for such goods are received for us. Any situation in which our property might be in jeopardy or at risk of being attached should be communicated to us without delay.

16. Final provisions
If any provision in the contract is or becomes ineffective, the other provisions will not be affected. An ineffective provision will be replaced with an effective provision that reflects the economic purpose of the ineffective provision as closely as possible.
All legal relations and actions between us and the customer are exclusively subject to the laws of the Federal Republic of Germany; the application of the unified laws on the international sale of goods under the Haague convention and the UN convention of Vienna are excluded.

Closing date: January 2008