Kettenbach Terms and Conditions

GENERAL TERMS AND CONDITIONS
effective from January 1, 2008
Kettenbach L.P.
(KETTENBACH)

Scope

The terms and conditions stated herein apply to all offers, deliveries and services of KETTENBACH products, and to all future business relations of the Purchaser with KETTENBACH. Any conflicting or additional conditions of the Purchaser shall not be binding notwithstanding any failure by KETTENBACH to object to them specifically.

Formation of Contract

A quotation by KETTENBACH does not constitute an offer. A contract shall be formed only by KETTENBACH's written acceptance of, or by KETTENBACH's delivery pursuant to, the Purchaser's order and shall be governed exclusively by the terms of the relevant acceptance or delivery documents and by the terms and conditions as stated herein which shall be deemed accepted by the placing of an order or by the acceptance of delivery by the Purchaser. All additional terms and conditions shall only be binding when accepted in writing by KETTENBACH.

Acceptance of Purchaser order(s) shall represent KETTENBACH's binding agreement between KETTENBACH and Purchaser. KETTENBACH rejects all terms of any purchase order issued except those relating to identification of products, price, and quantity. No changes or additions stated by Purchaser in its order or otherwise shall be binding upon KETTENBACH unless expressly agreed to in writing by KETTENBACH. Purchaser acceptance of product will represent Purchaser's consent to KETTENBACH's Terms and Conditions of Sale.

Title to and copyright in all cost estimates, drawings and other documents shall remain with KETTENBACH. All such documents and all other information and data received by the Purchaser from KETTENBACH which are not common knowledge in the industry shall be held in confidence by the Purchaser and shall not be disclosed to third parties without KETTENBACH's prior written consent.

Prices, Terms of Payment

The prices for the products are provided on the invoice. All KETTENBACH prices are stated exclusive of customs duties and taxes packaging and shipping costs. KETTENBACH reserves the right to add a surcharge for small orders.

If KETTENBACH has quoted a price to the Purchaser, those prices shall remain firm for a period of one month from the date of KETTENBACH's order acknowledgement unless revoked by KETTENBACH prior to acceptance. Thereafter, the price quoted in the then current price list of KETTENBACH shall apply and be invoiced.

Unless agreed otherwise, all payments to be made by the Purchaser shall be due and payable without deduction within thirty calendar days from invoice date. All payments shall be deemed made only once KETTENBACH has actually received the relevant funds. All payments will first be applied against interest and then against the oldest amounts outstanding.

Payment may be made by company check, credit card or other means agreed to by KETTENBACH in advance in writing. KETTENBACH reserves the right to ship the products on credit in which case payment must be made within 30 days after the date of the invoice. KETTENBACH accepts MasterCard and Visa for payment. If Purchaser is a foreign customer paying on a foreign currency credit card, the US dollar equivalent amount will be charged through to Purchaserâs credit card in terms of Purchaserâs own local currency.

In case Purchaser defaults with a payment, KETTENBACH shall be entitled to demand default interest in the applicable statutory amount. The right to assert claims for further damages due to the default shall remain unaffected. The Purchaser has no right of set-off.

Delivery

Delivery dates and delivery periods shall only be binding when confirmed by KETTENBACH in writing.

In case a delivery date is not met, the Purchaser shall first request KETTENBACH to make delivery within a reasonable grace period failing which delivery will be rejected. The Purchaser shall be entitled to rescind the contract only once delivery has not been made within such grace period.

In the event that delivery cannot be made for reasons for which the Purchaser is responsible, or in the event that the Purchaser refuses to accept delivery without sufficient cause, KETTENBACH shall be entitled to store the products appropriately at the risk and expense of the Purchaser. Without prejudice to any other rights it may have, KETTENBACH may rescind the contract if the Purchaser does not accept delivery.

KETTENBACH shall not be liable or responsible for cost, expense or damage due to non-performance or a delay in performance where such non-performance or delay is due to causes beyond its reasonable control, including, but not limited to, natural disasters, acts of government, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, epidemics, or material and transportation shortages. Shipping of product may be suspended for an appropriate period of time or canceled by KETTENBACH upon notice to Purchaser of the foregoing, but other KETTENBACH and Purchaser performance hereunder shall other wise remain unaffected.

KETTENBACH shall be permitted to make delivery in part or in deviation from the purchase order as, e.g., with respect to form and colour, to the extent this is reasonable. KETTENBACH shall further be entitled to make delivery in greater or lesser quantities within the discretion of KETTENBACH.

Delivery shall be made ex works KETTENBACH. Shipment will be made in an appropriate way determined by KETTENBACH using customary packaging. Shipments will be insured against risks of transportation only upon request and at the expense of the Purchaser.

If delivery or shipment is delayed for reasons for which the Purchaser is responsible, the risk shall pass to the Purchaser on the day of KETTENBACH's notice to Purchaser that shipment can be made.

If at any time KETTENBACH becomes aware of a significant deterioration in Purchaser's financial situation, KETTENBACH shall not be required to make any outstanding deliveries without advance payment or the rendering of adequate collateral.

Duty of Inspection

The Purchaser shall inspect the products delivered without delay upon receipt. Shipments marked "fragile" shall be inspected for damages immediately upon receipt, and if possible in the presence of the carrier. In any event, the products shall be inspected within one week after receipt.

Warranty

KETTENBACH warrants that, for a period of 12 months beginning on the date of the invoice, the products purchased hereby are free from defects in material and workmanship and conform to the written specifications provided by Purchaser, if any. THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL

KETTENBACH BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES DUE TO A BREACH OF THIS WARRANTY OR OTHER OBLIGATIONS ARISING OUT OF THIS CONTRACT OR OTHERWISE. THIS WARRANTY EXTENDS TO PURCHASER ONLY AND NOT TO PURCHASER'S CUSTOMERS OR TO OTHER THIRD PARTIES.

All defects subject to warranty shall be eliminated at KETTENBACH's option by way of repair or replacement and shall allow such time and opportunity as is necessary for repair or replacement. The cost of material, transportation and labor accruing in connection with repair or replacement shall be borne by KETTENBACH provided that the defects are claimed for justified reasons. In case the Purchaser's claim relating to defects is unjustified, the Purchaser shall reimburse KETTENBACH for any resulting expenses.

KETTENBACH shall not be liable for defects resulting from inappropriate or improper use, faulty handling or by normal wear and tear.

In case repair or replacement fails to eliminate defects within a reasonable period, the Purchaser may with respect to the defective part of a shipment rescind the contract or may request that the purchase price be reasonably reduced.

Return Policy

KETTENBACH offers a 30-day money-back guaranty provided that KETTENBACHâs return policy is complied with. KETTENBACH's current return policy is posted at www.kettenbachusa.com or by calling 1-877-532-2123.

Resale

The Purchaser represents and warrants that the Purchaser is purchasing the products for its own use or consumption and not for resale to a third party.

In case Purchaser transfers the delivered product unchanged or after processing, transformation, mixing or blending with other goods, Purchaser shall hold harmless KETTENBACH from claims of third parties for product liability, provided Purchaser is responsible for the defect causing the liability.

Retention of Title

Title to the products delivered shall remain with KETTENBACH until all amounts owing in connection with the business relationship between the Purchaser and KETTENBACH shall be paid. In case of a current account, the retained title shall secure all balances due to KETTENBACH.

The Purchaser shall treat the products subject to retention of title with care for the duration of the retention of title. Upon request of KETTENBACH the Purchaser shall insure the products subject to retention of title in a reasonable manner, to deliver the respective proof of insurance and to assign its claims under the contract of insurance to KETTENBACH.

The Purchaser shall at any time furnish to KETTENBACH with all desired information with respect to the products and to the rights as retained by KETTENBACH hereunder. The Purchaser shall notify KETTENBACH immediately of all seizures of or claims advanced in respect of the products by third partied, and shall at the same time furnish KETTENBACH with all necessary documents. The Purchaser shall also at the same time advise the third party of KETTENBACH's retention of title. The cost of defending against such seizures and claims shall be borne by the Purchaser.

In case the value of the security as determined by the purchase price exceeds KETTENBACH's aggregate receivables by more than 10%, the Purchaser shall be entitled to request a release with respect to such excess.

In case the Purchaser defaults with performance of its obligation towards KETTENBACH, KETTENBACH may, without prejudice to any of its other rights, request return of the products and may dispose of the product otherwise in order to obtain full or partial satisfaction of the Purchaser's outstanding debts.

In case deliveries are made to other jurisdictions where the foregoing rules relating to retention of title will not afford the same protection as in Germany, the Purchaser shall take all action necessary to provide KETTENBACH with corresponding security. The Purchaser shall cooperate with respect to all steps which are necessary or beneficial for the validity and enforceability of such security as, e.g., registration, publication, etc.

Except as provided with the KETTENBACH's warranty returns policy, return material authorization must be obtained prior to returning product to KETTENBACH. Returned product must be in the original and un-opened packaging and in saleable condition. Product must be shipped freight prepaid to KETTENBACH. Product returned without the appropriate return material authorization will not be accepted by the KETTENBACH and will be returned to the Customer. KETTENBACH reserves the right to inspect product prior to authorizing their return. Upon receipt of the returned product, KETTENBACH will issue credit to Purchaser in an amount equal to the original billing price or current price of the product, whichever is lower, and reserves the right to charge a re-stocking fee to the Purchaser.

Miscellaneous Provisions

To the extent that any provision hereof is unenforceable in any jurisdiction under applicable law of said jurisdiction, it will be limited; or if that is not sufficient, will be replaced by an enforceable provision to the same or the nearest possible equivalent effect for said jurisdiction; or if that is not possible, will be deleted so as to give effect to the intent of the parties in as much as possible.

Any amendment of the agreements made between KETTENBACH and the Purchaser shall only be effective when made in writing.

Waiver by either party of a breach of any of the terms hereof by the other party shall not constitute a waiver of any subsequent breach.

The terms and conditions of sale contained herein shall constitute the entire agreement between the parties to this contract.

This contract shall be binding upon and inure to the benefit of the successors of the parties hereto but shall not be assignable by either party without the written consent of the other party except in connection with the merger of such party or the sale of substantially all of the assets of such party.

These Terms and Conditions shall be governed by and construed in accordance with the laws of California. The Purchaser irrevocably agrees that, subject to KETTENBACH's sole and absolute election, all actions or proceedings in any way, manner or respect, arising of or from or related to these Terms and Conditions, shall be litigated in courts having situs within the county of Huntington Beach, State of California. The Purchaser hereby consents and submits to the jurisdiction of any local, state or federal court located within said city and state.