General Terms and Conditions

(June 2006)

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§ 1. Scope of Terms and Conditions

(1) All supply contracts are subject to the following Terms and Conditions.

(2) Any other terms and conditions, including those of the contractual partner shall only apply with our explicit written consent. Any other terms and conditions of the contractual partner are hereby waived.

(3) For deliveries, our written order confirmation shall be decisive.

(4) Incoterms quoted in our order confirmation refer to the 2000 edition. In the framework of their scope, these shall prevail over the Terms and Conditions quoted hereafter.

§ 2. Quotation and contract signature

(1) Our quotations are submitted without commitment. Declarations of acceptance, orders, representations and any other agreements shall only be valid upon our written confirmation.

(2) Information, drawings, illustrations, dimensions, weights and descriptions, which are publicly available, as well as other technical data are approximate values only. They are not binding upon us unless they are explicitly confirmed in writing. We reserve the right to make technical changes also during the period between order confirmation and delivery.

(3) Oral agreements shall only be binding if confirmed in writing. This also applies to the above requirement for the written form.

§ 3. Drawings, documents

Drawings, technical descriptions and other documents shall remain our property. They may only be disclosed to third parties in connection with our complete product range. Furthermore, we reserve all property rights and copyrights to all drawings and corporate documentation without limitation.

§ 4. Design changes

We reserve the right to make technical improvements and design changes arising from further development. This shall not put us under any obligation to make design changes and technical improvements to products which have already been supplied. We will keep our contractual partners informed of all improvements and further developments.

§ 5. Despatch, transfer of risk

(1) Transport packaging and all other packaging will not be taken back. The contractual partner must dispose of packaging at his own cost.

(2) Once the goods have been delivered to the forwarder or have left our warehouse for dispatch the risk will be transferred to the contractual partner. The risk shall also be transferred to the contractual partner as above if delivery on a carriage paid basis has been agreed.

(3) Additional deliveries will only be made against a separate order and will be invoiced at the current price.

(4) If despatch or delivery is delayed at the contractual partner's request, the risk shall be transferred to the contractual partner in either case when readiness for despatch is notified.

§ 6. Pricing

Our prices are quoted in Euro. If delivery is to be made more than three months after the date of our written order confirmation, we may reasonably increase our prices to compensate for any increase of material, raw material or production costs that may have occurred in the meantime.

§ 7. Delivery, time limits and dates

(1) Delivery terms are quoted on an approximate basis and without commitment. Any explicitly agreed terms shall commence on the date of our written order confirmation. They shall be extended by the period by which the contractual partner is in default of his obligations to us.

(2) In the event of Acts of God, delivery terms shall be reasonably extended, and delivery dates shall be reasonably postponed. The same applies in the case of industrial action, transport delays, machine breakage, sovereign action as well as other circumstances which are beyond our control. We will notify the contractual partner as soon as possible of the beginning and end of such events. The contractual partner may withdraw from the contract at the earliest six weeks after receipt of our notification.

(3) We may make partial deliveries as far as these are acceptable to the contractual partner.

(4) If we are in default of delivery terms and delivery dates, the contractual partner is entitled to an indemnification for delay which however shall be limited to ten percent of the invoiced value of deliveries subject to default. The contractual partner shall furnish evidence of the damage caused by late delivery. Any other claims for damage due to delayed delivery, also after expiry of a period of grace granted by the contractual partner shall be excluded. § 13 shall remain unaffected.

(5) If a delivery term is not kept, the contractual partner shall be entitled to the rights defined in § 323 BGB only after having granted a reasonable period of grace – other than provided for by § 323 BGB – together with a declaration that acceptance of the delivery will be refused after expiry of such period of grace; upon expiry of such period of grace any claim for performance shall be excluded.

§ 8. Return of goods

Goods may only be returned in exceptional cases and by prior agreement. We reserve the right to refuse acceptance of goods returned without our explicit consent and to store such goods at the contractual partner's cost.

§ 9. Payment, securities, offsetting

(1) Our deliveries shall be paid for within thirty days of the date of the invoice net or within ten days with a two percent discount. Payment shall be made so that our account is credited with the full amount on the due date. Notwithstanding any other provisions of the contractual partner, we are entitled to offset payments against previous counterclaims; if costs and interest have accrued, we may offset payments firstly against costs, then against interest and finally against delivery.

(2) The contractual partner is not entitled to offset payments against counterclaims unless they are contested or confirmed as being legally valid. The same applies to any retention right.

(3) We are entitled to securities for our receivables of the normal type and extent, also if they are conditional or temporary.

(4) We are entitled to offset payments against all receivables due from our contractual partners against all receivables that the contractual partner, irrespective of the legal grounds, may have against us or against companies quoted in the appendix in which ThyssenKrupp AG directly or indirectly hold a majority of shares.

§ 10. Bills, default of the contractual partner

(1) If bills are accepted, discounts and all fees shall be borne by the contractual partners. We are not obliged to accept bills.

(2) If the contractual partner is in default of payment, we are entitled to charge interest at a rate of eight percent above the last basic interest rate published unless we provide proof of higher interest rates payable to our bank. In this case, interests which are payable by us to our bank may be claimed as damage caused by delay.

(3) If our claim for payment is put at risk due to circumstances which occur subsequently and which lead to a significant adverse change in the financial circumstances of the partner, or if the partner to the contract is in default of payment, we are entitled to request immediate payment of all of our outstanding accounts and advance payment for any outstanding deliveries.

§ 11. Claims for defects

(1) The period, during which claims for defects may be submitted, shall end one year after delivery. Any legal limitation provisions, however, shall remain unaffected. Phrase 1 shall not be applicable in the event of gross negligence, intent, damage to life, body or health and in the event of fraudulent concealment of a defect.

(2) Notice of apparent defects in the delivered goods are only acceptable if these defects are mentioned on the B/L; the same applies to transport damage. Defects and transport damage shall be immediately notified in writing. The contractual partner shall notify us of any defects within ten days after receipt of the delivered items at the place of destination. Defects which cannot be detected during this period shall be notified in writing immediately after their detection, however not later than three months after receipt of the delivered items at the place of destination. Notices of defects, their examination and the negotiation of related claims do not affect the limitation period. Repair / replacement does not give rise to a renewal of the limitation period.

(3) Defects on a part of the delivery do not entitle the contractual partner to refuse acceptance of the complete delivery.

(4) The contractual partner grants us the right to inspect any alleged defects or by to have them inspected by an insurance adjuster or by a neutral, certified expert before any repair work is carried out. The costs of such expert examination shall be borne by the party who the expert decides is at fault.

(5) In the case of a material defect, we may at our discretion and taking account of the contractual partner's interest provide subsequent fulfilment either by delivery of a replacement or by repair. If we fail to successfully provide replacement or repair defective goods within a reasonable period of time, the contractual partner shall grant us a reasonable period of grace for subsequent fulfilment and after fruitless expiry of such period either reduce the purchase price or withdraw from the contract. No other claims shall exist. § 13 shall remain unaffected. On our request, the goods shall be returned properly packaged. Without our previous written consent the contractual partner is not allowed to return goods.

(6) In the event of non-observance of installation, laying and operating instructions applicable at the time of installation and systematic solutions recommended by us, any claims for damage shall become void. § 13 shall remain unaffected.

(7) Any recourse to us by the contractual partner pursuant to § 478 BGB is limited to the legal scope of claims for defects asserted by third parties against the contractual partner.

§ 12. Reservation of title

(1) All goods supplied shall remain our property (goods subject to reservation of title) until payment of the purchase price plus any ancillary expenses has been made in full. This also applies to any future claims arising from contracts concluded at the same time or at a later point in time until their payment, even if any or all of our claims are invoiced in a current account and the balance has been agreed.

(2) The contractual partner is entitled to sell goods subject to reservation of title in the course of his regular business transactions, and he hereby transfers to us all receivables resulting from such sale. If goods subject to reservation of title are sold after being processed or combined with goods which are the exclusive property of the contractual partner, the contractual partner hereby transfers to us all claims resulting from such sale. If goods subject to reservation of title are sold unprocessed or in combination with goods which are not the contractual partner's property, the contractual partner hereby transfers to us the claims resulting from such sale to the value of the goods subject to reservation of title together with all ancillary rights and with absolute priority. We hereby accept such transfer. Transferred claims serve as a security to the same extent as goods subject to reservation of title in the sense of paragraph 1. The contractual partner may collect receivables from reselling even after transfer. Notwithstanding our collection authorisation we undertake to not collect the receivables ourselves as long as the contractual partner duly complies with his payment obligations and with other obligations towards us. At our request the contractual partner shall inform us of transferred receivables and the respective debtors and provide us with information and documents that may be required for collection.

(3) Any treatment or processing of goods subject to reservation of title shall be provided to us by the contractual partner without putting us under an obligation. If the contractual partner processes, combines or mixes our materials with foreign materials, we are entitled to co-ownership in proportion to the value of goods subject to reservation of title compared with the other goods used. If the contractual partner acquires sole ownership in the new product, he hereby assigns to us property rights in the new product to the extent of the value of the treated or processed, combined or mixed goods subject to reservation of title and heshall store them free of charge for us. Our co-ownership in these goods shall be deemed as goods subject to reservation of title in the sense of item (1).

(4) If the contractual partner is in default of payment, he is no longer authorised to collect transferred receivables. Any amounts that he has collected shall be immediately paid to us to the extent our claims are due. If such amounts are not paid to us, the collected sums are our property and must be kept separately. In the event of bankruptcy of the contractual partner, we are entitled to separate settlement.

(5) If the amount of securities exceeds the secured claims by more than 10%, we agree to release securities at our discretion.

(6) If the contractual partner sells goods subject to reservation of title with a reservation of title, we remain the owner of such goods until payment of all receivables from the business transaction, and the contractual partner hereby transfers to us the claims resulting from such sale and all other rights against his purchaser. We accept such transfer. We may request delivery of contracts signed with third parties.

(7) If delivered products are subject to distraint by third parties, the contractual partner is obliged to inform the executory officer of our property and to notify us not later than on the third day after distraint by presenting the bailiff's return. The contractual partner shall be liable for all costs resulting from our intervention as provided for by law. We are, however, not obliged to intervene.

(8) If in connection with payment of the purchase price an endorser's liability is created by the contractual partner, reservation of title and the receivables resulting from the delivery of products shall not expire before discharge of the bill by the contractual partner as the drawee.

§ 13. General liability provisions and limitation of liability

(1) Unless otherwise provided for in these terms and conditions, we shall be liable for any damage due to infringement of contractual or non-contractual obligations or, in the event of contract negotiation, for intent or gross negligence by our legal representatives or agents and in the event of a culpable infringement of major contractual obligations. In the event of a culpable infringement of major contractual obligations, we shall only be liable – except for intent or gross negligence of our legal representatives or agents – for typical predictable contractual damage.

(2) The above limitation of liability does not apply in the event of death or injury to body or health.

(3) Liability according to the Product Liability Act shall remain unaffected by the above.

§ 14. Severability

If any provision of the particular contract or of these Terms and Conditions are or become void or ineffective, such provision shall not affect the validity of the remaining provisions. In order to close any loopholes, both contractual partners shall act in the sense and according to the purpose of the respective contract and as is required to re-establish the balance of performance and considerations.

§ 15. Applicable right, legal venue and place of performance

(1) The contractual relationship shall be subject to German material law excluding the United Nations Convention On Contracts For The International Sale Of Goods dated April 11, 1980 (CISG).

(2) Only Purchase Right shall be applicable. This also applies to contracts covering the delivery of movable goods which are to be manufactured at the time of contract conclusion.

(3) The place of performance for our delivery commitment shall be the location of the delivery point or the warehouse of our company from where delivery is made; the place of performance for payment obligations of the contractual partner shall be Kreuztal. If the contractual partner is a merchant, the legal venue shall be Siegen. We are also entitled to sue the contractual partner at his general place of venue.

Instructions for installation by the customer

When installing products, the accepted rules of building practice shall be observed. In particular: applicable accident prevention regulations, general approvals by the building authorities, IFBS installation guidelines and provisions of the responsible planners, e.g., instructions, plans and structural analyses. The execution proposals and advice provided by our staff represent examples of possible solutions derived from practice, which shall only be regarded as recommendations without commitment.

Appendix

ThyssenKrupp Byggesystem A/S, DK-Støvring
ThyssenKrupp Energostal S.A., PL-Torún
ThyssenKrupp Schulte GmbH, Düsseldorf
ThyssenKrupp Steel AG, Duisburg
ThyssenKrupp Stahl-Service-Center GmbH, Leverkusen
ThyssenKrupp Systembau Austria G.m.b.H., A-Wien
ThyssenKrupp Xervon GmbH, Gelsenkirchen
Hobone B.V., Nl-Veenendaal
Hoesch Bausysteme GmbH, A-Wien
Isocab N.V., B-Harelbeke-Bavikhove