§ 1 General

(1) IMT’s delivery and payment terms apply for use in business transactions with entrepreneurs, for all

business relationships with them and also for all future transactions between the contracting parties.

(2) These terms and conditions apply exclusively. Customer conditions only apply to the extent that we have expressly agreed to them in writing.

§ 2 Conclusion of contract

(1) Our “offers” are non-binding and are to be understood as an invitation to submit an offer. We provide all information such as illustrations,

descriptions, weights, dimensions or drawings to the best of our knowledge and belief, but are non-binding and do not represent any guarantee of quality or durability.

(2) Customer offers (orders) are only considered accepted when we have confirmed them in writing. If we do not confirm an

oral or telephone order in writing, our invoice is considered written confirmation. Our written confirmations are decisive for the content of the contract. We can accept orders within four weeks.

§ 3 Prices

(1) Our prices are in euros and ex works plus the statutory VAT and any customs duties applicable at the time of invoicing.

(2) The prices in our price list that is valid at the time of ordering (§ 2 (2)) apply. Price changes are permitted if more than four months have passed between the conclusion of the contract and the agreed delivery date. If wages, material costs or market purchase prices increase after this until the delivery is completed, we are entitled to increase the price appropriately in line with the cost increases.

§ 4 Shipping; Delivery

(1) The goods always travel uninsured and at the customer’s risk. This also applies to freight-free delivery and regardless of the means of transport used. Transport insurance is only taken out at the customer’s express request and expense. In any case, the risk of accidental loss and accidental deterioration of the contractual delivery items passes to the customer after they have been handed over to the forwarding agent or carrier, but at the latest when they leave our factory.

(2) In the absence of a different written agreement, the choice of the shipping location and the transport route as well as the means of transport is made by us at our best discretion, without assuming liability for the cheapest and fastest transport.

(3) If the customer provides the means of transport, he is responsible for making it available on time. Any delays must be reported to us in good time. The customer bears any costs resulting from this.

(4) We are entitled to make appropriate partial deliveries.

(5) We reserve the right to make correct and timely deliveries ourselves. We will inform the customer immediately about the unavailability of the delivery item and, in the event of withdrawal, reimburse the customer for the corresponding consideration immediately.

(6) Delivery and unloading times stated are always non-binding unless expressly agreed otherwise in writing. (7) We are not in default if the failure to meet the delivery deadline or delivery date is due to reasons for which we are not responsible. We are not responsible for events of force majeure and other circumstances that make it impossible or significantly more difficult for us to meet the delivery date, such as strikes and lockouts, machine and tool breakage or other significant operational disruptions, material shortages and breakage of important work pieces, insofar as these are unforeseeable and cannot be avoided by applying the care required in business, regardless of whether these circumstances occur with us or our suppliers.

(8) Such delivery hindrances and our own delivery reservation (paragraph (5)) release us from the obligation to comply with any agreed delivery or unloading times for the duration and extent of their effects. If such a delivery hindrance lasts longer than four weeks, we are also entitled to withdraw from the contract without the customer being entitled to compensation or other claims. (9) If an agreed delivery or unloading time is exceeded without there being an obstacle to delivery in accordance with paragraph (7) or (8) above, the customer must grant us a reasonable grace period of at least four weeks in writing. If we fail to comply with this grace period through our own fault, the customer is entitled to withdraw from the contract, but not to assert claims for damages arising from non-performance or delay, unless we are guilty of intent or gross negligence (§ 9).

§ 5 Payment

(1) The remuneration is due in full (net cash) upon delivery or acceptance. The customer is in default without further explanation 10 days after the due date if he has not paid.

(2) In the event of late payment, we are entitled to demand default interest of eight percentage points above the base interest rate (§§ 247, 288 BGB).

(3) Failure to comply with the payment terms or circumstances that are likely to reduce the customer’s creditworthiness

(in particular in the event of late payment, cessation of payment, opening of insolvency proceedings, protest of bills of exchange or reasonable

indications of excessive indebtedness or impending insolvency of the customer) and only occurred after the written

confirmation was sent or only became known to us then for reasons for which we are not responsible, result in all of our claims becoming due immediately. They entitle us to carry out outstanding deliveries only against advance payment or security, and to withdraw from the contract after the expiry of a reasonable period set by us for this purpose or to demand compensation for non-performance, and also to prohibit the customer from reselling the delivered goods and to take them into our control. (4) The customer is only entitled to a right of set-off or retention if the counterclaim has been legally established or is undisputed or if and to the extent that – in the event of defects – the delivery is obviously defective or the customer obviously has a right to refuse acceptance of the work. In such a case, the customer is only entitled to retention if the amount retained is in reasonable proportion to the defects and the expected costs of subsequent performance (in particular rectification of defects). The customer is not entitled to assert claims and rights due to defects if he has not made payments due and if the amount due (including any payments made) is in a reasonable proportion to the value of the delivery or work – which is defective. (5) Complaints about defects do not release the customer from complying with his contractual obligations, in particular the agreed payment terms, as long as the defects asserted are not acknowledged by us or there can be no serious doubt about the validity of the complaint. The customer’s right of retention with regard to payments due only exists in the amount that is in a reasonable proportion to the defects asserted.

§ 6 Retention of title

(1) The delivery item remains our property until all of our claims against the customer arising from the business relationship have been fulfilled. (2) The customer is permitted to process or transform the delivery item. The processing or transformation is carried out for us. We become the immediate owner of the item produced by processing or transformation. The processed or transformed item is considered to be reserved goods. However, if the value of the delivery item belonging to us is less than the value of the goods and/or processing that do not belong to us, we acquire co-ownership of the new goods in the ratio of the value (gross invoice value) of the processed delivery item to the value of the other processed goods and/or processing at the time of processing. If we do not acquire ownership of the new goods according to the above, we and the customer agree that he grants us co-ownership of the new goods in the ratio of the value (gross invoice value) of the delivery item belonging to us to that of the other processed goods at the time of processing. The above sentence applies accordingly in the case of inseparable mixing or combination of the delivery item with goods that do not belong to us. Insofar as we acquire ownership or co-ownership in accordance with Section 6, the customer shall keep them for us with the care of a prudent businessman.

(3) In the event of the sale of the delivery item or the new goods, which is permitted to him in accordance with the following provisions, the customer hereby assigns his claim from the resale against his buyer with all ancillary rights to us as security, without the need for any further special declarations. The assignment applies including any balance claims. However, the assignment only applies to the amount that corresponds to the price of the delivery item invoiced by us. The portion of the claim assigned to us must be satisfied with priority. We hereby accept this assignment.

(4) The aforementioned right to sell does not exist if the customer assigns the claim against his contractual partner arising from the resale of the goods – in each case effectively – in advance toWe will forward to us immediately any payments made to the assigned claims up to the amount of the secured claim. If there are legitimate interests, in particular in the event of late payment, cessation of payment, opening of insolvency proceedings, protest of bills of exchange or justified indications of over-indebtedness or impending insolvency of the customer, we are entitled to revoke the customer’s right to collect. In addition, after prior warning and observing a reasonable period of time, we can disclose the security assignment, utilize the assigned claims and demand that the customer disclose the security assignment to the buyers. (6) If a legitimate interest can be substantiated, the customer must provide us with the information required to assert its rights against the buyers and hand over the necessary documents. (7) While the retention of title exists, the customer is prohibited from pledging or transferring ownership as security. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must notify us immediately. The resale of the delivery item or the new goods is only permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value of the delivery item is made to the customer. The customer must also agree with the buyer that the buyer only acquires ownership upon this payment. (8) If the realizable value of all security rights to which we are entitled exceeds the amount of all secured claims by more than 10%, we will release a corresponding portion of the security rights at the customer’s request. It is assumed that the requirements of the preceding sentence are met if the estimated value of the securities to which we are entitled reaches or exceeds 150% of the value of the secured claims. We have the choice between various security rights when releasing them. (9) In the event of breach of duty by the customer, in particular in the event of late payment, we are entitled, even without setting a deadline, to demand the return of the delivery item and/or – if necessary after setting a deadline – to withdraw from the contract; the customer is obliged to return the item. The request for return of the delivery item does not constitute a declaration of withdrawal on our part; unless this is expressly stated.

§ 7 Obligation to inspect and complain

(1) The customer must check the contractual conformity of the delivered products immediately after receipt and note any defects discovered on the

delivery note or consignment note or receipt and report them to us immediately. Defects discovered later must also be reported to us immediately.

(2) Obvious material defects, incorrect deliveries and quantity discrepancies must be reported to us in writing by the customer immediately, but no later than

one week after receipt of the goods by the customer. In the case of a complaint about a hidden defect that initially remained undiscovered despite a proper initial inspection in accordance with paragraph (1) above, the complaint must be made within one week of the discovery of the hidden defect. The type and extent of the alleged defect must be clearly deduced from the complaint. The customer is obliged to keep the goods complained about available at the inspection site for inspection by us, our supplier

or experts commissioned by us. (3) Complaints regarding the number of items, weights and packaging of the goods are excluded if the note required under paragraph (1) above is missing on the delivery note or consignment note or receipt. Furthermore, any complaint is excluded as soon as the customer has mixed, reused, resold or started to process or work on the delivered goods. (4) Goods that are not complained about in the correct form and within the deadline are deemed to have been approved and accepted.

§ 8 Rights in the event of defects

(1) The warranty is excluded when purchasing used goods; in this respect, we may assign our rights against the supplier to the customer. In the case of refurbished goods, the warranty is limited to the measures we have taken, which are documented in a protocol that is given to the customer upon purchase. In the case of work (e.g. maintenance, inspection), the warranty is limited to the measures we have taken. No other warranty is provided for the item on which we carry out these measures (e.g. engine).

(2) In the case of complaints that are made in due form and within the deadline and are also objectively justified, the customer has the right to

demand a reduction in the purchase price or to withdraw from the contract; however, this is subject to our right to repair or replace the defective goods at our own discretion; we have this right twice. If we fail to provide subsequent performance twice,

the customer can – as described – reduce the price or withdraw. He cannot invoke the existence of a defect if the

quality and/or use of the product or service is only insignificantly impaired.

(3) In the event of a warranty claim, the product must be made available to our company. Any removal and installation costs as well as

transport costs are borne by the customer. If it turns out that there is no defect, the customer will be responsible for all costs incurred, in particular travel, labor and material costs; otherwise, these will be reimbursed in accordance with the guideline times specified by the engine manufacturer. Any removal and installation costs as well as transport costs will also be covered in accordance with the maximum guideline times specified by the respective engine manufacturer. (4) Rights in the event of defects do not exist if the customer makes changes to the product that have not been authorized by us in writing, unless the customer proves that the defect in question was not caused by the change and that the elimination of the defect is not made more difficult by the change. Claims for defects also do not exist if there is only an insignificant deviation from the agreed quality or if usability is only insignificantly impaired. (5) Claims for defects expire within one year, starting with the transfer of risk.

§ 9 Limitation of Liability

(1) We are liable in cases of intent or gross negligence on our part or on the part of one of our representatives or vicarious agents

as well as in the case of injury to life, body or health caused by slight negligence in accordance with the statutory provisions. In cases of gross negligence, our liability is limited to the damage that is typical for the contract and foreseeable, unless

there is also impossibility of delivery or another of the exceptional cases listed in sentence 1 or sentence 3. Otherwise, we are only liable under the Product Liability Act or due to the culpable violation of essential contractual obligations or if we have fraudulently concealed the defect or provided a guarantee for the quality of the delivery item. The

claim for damages for the violation of essential contractual obligations is, however, limited to the damage that is typical for the contract and foreseeable, unless another of the exceptional cases listed in sentence 1 or sentence 3 of this paragraph 1 applies.

(2) The provisions of the above paragraph 1 apply to all claims for damages (in particular for damages in addition to performance and damages instead of performance), regardless of the legal basis, in particular due to defects, the violation of obligations arising from the contractual relationship or tort. They also apply to the claim for reimbursement of wasted expenditure. However, liability for delay and impossibility is determined according to paragraph 3.

(3) Outside the cases of paragraph 1 sentence 1 and sentence 2, our liability for damages and reimbursement of wasted expenditure in the event of delay in performance or impossibility of delivery is limited to a total of 20% of the value of the delivery. Further claims by the customer are excluded – even after expiry of a deadline set for performance. The restriction does not apply in the event of culpable violation of essential contractual obligations insofar as this involves a delay in performance; the claim for damages for the culpable violation of essential contractual obligations is then limited to the foreseeable damage typical of the contract, unless another case according to paragraph 1 sentence 1 also applies. The customer’s right to withdraw from the contract according to § 4 of these terms and conditions remains unaffected. (4) The above provisions do not involve a change in the burden of proof to the detriment of the customer. § 10 Further provisions (1) The customer may only assign rights and obligations from legal transactions concluded with us with our express consent. We are entitled to assign our rights and obligations to the customer. (2) The place of performance for the delivery of the goods is the registered office of IMT GmbH. (3) Any oral ancillary agreements made are invalid. Changes and additions to this contract must be in writing to be legally effective. The requirement for written form can only be waived by a written agreement between the contracting parties. (4) If the customer is a merchant, the sole place of jurisdiction for all disputes arising from the contractual relationship is the registered office of IMT GmbH.

(5) The legal relationships between the parties are governed by German law without the reference norms of international private law and excluding the UN Convention on Contracts for the International Sale of Goods.

(6) Should individual provisions of this contract be invalid, the remainder of the contract shall remain valid. This does not apply if adhering to the contract would represent an unreasonable hardship for one party.

Status: 12/2012