§ 1 Applicability and definitions

1.1 These General Terms and Conditions shall be applicable and supplementary to the respective individual contract settlements between Kraft + Bauer Schweiz GmbH, hereinafter referred to as "our company", and the persons or organisations procuring products and/or services from our company, and/or for our company to offer to supply them with products and/or services. These persons or organisations are hereinafter referred to as "customers".

1.2 The General Terms and Conditions shall be deemed acceptable on the part of the customer by the conclusion of a contract with our company, or by acceptance by our company of the customer's supplied information.

1.3 The respectively valid version of our company's General Terms and Conditions may be requested from us at any time. The General Terms and Conditions will be provided to the customer in the course of notification or conclusion of an agreement.

§ 2 Offer, contract conclusion, delivery and performance, secrecy

2.1 O ffers by our company are principally subject to change without notice. The documentation attached to the offer and order confirmation, such as brochures, advertisements, drawings, illustrations, weights and measurement specifications or other technical data, shall be considered as not binding unless its validity is expressly consented to by our company in writing. Technical alterations to the form, colour and/or weight shall remain reserved within the scope of reasonableness, just as performance alterations, if they are conditional on further technical development, or the function of the subject matter of the contract, is thereby not significantly changed.

2.2 Qualities of products from our company shall be considered as guaranteed only if confirmed by our company in writing. The order confirmation by our company shall be exclusively authoritative for the nature and extent of our liabilities. Sales of samples shall be considered as standard, and customary deviations shall not entitle the customer to make a claim in respect of a defect.

2.3 Our company shall be entitled to accept the commission based on the offer within a period of 20 working days after its receipt. The acceptance may be declared either in writing, or by delivery to the customer of the subject matter of the contract.

2.4 Delivery deadlines confirmed by our company shall not commence prior to the proper and complete production of vouchers, authorisations, releases or similar information, as well as prior to the receipt of the necessary agreed payment on account. Provided that the non-compliance of a deadline by our company is caused by force majeure, industrial conflicts or other events that are beyond our sphere of influence, such deadlines shall be reasonably extended.

2.5 The conclusion of the contract shall occur under the proviso of correct and due delivery by our company.

2.6 Increased or short deliveries of up to 20% of the quantity ordered shall be permitted with fabrication or topping-up of goods. With off-the-shelf orders our company shall be entitled to procure the material for the entire order or to produce the complete quantity order immediately. If the customer fails to call in due course our company shall be entitled to quantify and deliver the goods, or to refrain from delivering the remaining part of the conclusion and to claim compensation.

2.7 The customer shall be committed to treat any information about our company that may be provided within the scope of our notifications or contractual completion, as well as products and services, as strictly confidential. The customer shall not be entitled to disclose such information to any third parties. The customer shall be committed to immediately return to our company any documentation and data media, which he previously obtained from our company in the course of notification or conclusion of an agreement, upon request. Unless the parties have agreed otherwise, any proprietary and property rights on such information, documentation and data media shall solely be vested in our company.

§ 3 Pricing

3.1 Provided the parties have not agreed otherwise the prices applied by our company shall be ex-works, excluding packing, freight, postage and insurance, customs duties and Value Added Tax (VAT).

3.2 Invoices will be issued only by us and are to be paid exclusively to us. They are due immediately. Unless the parties agree otherwise we shall grant a cash discount of 2 (two) per cent if payment for goods delivered is received within 14 days. Services shall be due immediately and without deduction of discount after receipt of invoice. Banking costs shall be borne by the customer. Our company reserves the right to request advance or instalment payments at any time.

3.3 The customer will fall automatically into arrears and without notification upon default of due invoices. Notwithstanding any rights the parties agree a figure of 8 (eight) per cent - 5 (five) per cent for ultimate consumers - statutory interest in arrears beyond the base lending rate of the Swiss National Bank (Libor) during the period of default.

3.4 If t he agreed payment conditions are breached, or if circumstances become known to us that the customer will default in payment, this shall entitle us to immediately demand the lodging of security for all claims notwithstanding their maturity, to suspend delivery or service until the lodging of security, and to immediately fix a due date for the outstanding debts.

3.5 The customer shall not be entitled to enforce rights of retention from previous or other business connexions with our company towards our payable pecuniary claims, unless his counterclaims are undisputed or legally declared.

3.6 Our company shall be entitled to alter prices unless a period of more than 6 (six) weeks - 4 (four) months for ultimate consumers - has elapsed between the conclusion of the contract and the agreed delivery date.

§ 4 Packing and shipment

4.1 Packing materials shall become property of the customer and be separately invoiced by our company.

4.2 With the delivery of goods by our company to the forwarder/haulage contractor or the chosen person or institution, the responsibility for accidental loss or deterioration of the goods shall pass to the customer. At the time of delivery it matters not whether the customer is in default of acceptance. Transportation insurance may be demanded at the expense of the customer. The site of our company shall be considered as the place of performance. With the announcement of readiness for despatch, responsibility shall pass to the customer if the shipping department expects special instructions from the customer.

§ 5 Guarantee

5.1 Unless no individual or legal provisions of contract are precluded, our company guarantee for concealed defects amounts to a maximum of one year from receipt or performance of service. Guaranteed services shall not affect the extension of the guarantee period. The guarantee period for installed spare parts shall terminate at the same time as the guarantee period for the complete equipment. The customer will notify our company immediately of any evident defects. Our company shall refrain from any guarantee for evident defects without such immediate notice of defects.

5.2 Our company shall be afforded the opportunity to establish the reason for the defect. Objected to goods shall, therefore, be sent immediately to our company upon request in order for the goods manufactured by our company to be inspected. If the customer fails to meet these obligations, or undertakes modifications on the defective equipment or production without our consent, he shall forfeit any possible guarantee claims.

5.3 F or defective goods, products or services our company shall grant re-touching, replacement delivery or a price reduction at our own discretion. Further claims by the customer, in particular for consequential damages caused by a defect, shall be excluded.

5.4 Our company reserves the right to replace a defective unit with a follow-up product, or to reimburse the customer the original purchase price against the return of the defective unit.

5.5 Handbooks and possible software delivered by our company shall be excluded from the guarantee.

§ 6 Liability

6.1 The liability of our company shall be limited to the foreseeable, contractual, indirect average damage for negligent breaches of duty, not to exceed the coverage of our comprehensive general liability and product liability insurance.

6.2 Our company shall not be liable for slight negligent breaches of insignificant contractual obligations.

6.3 Our company shall not be liable for damages that have occurred after delivery of the goods or products. Above all, we shall not be liable for loss of sales or other pecuniary losses of the customer. This exemption clause shall not apply to intentional damage caused by our company.

6.4 Any claims for compensation by the customer shall become statute-barred 1 (one) year after delivery of the goods or products.

§ 7 Retention of title

7.1 Our company retains the title on all goods and products delivered until full payment of all claims arising out of the contractual relationship. This shall also apply if payments by the customer are made to particular debts.

7.2 The cited retention of title by our company shall also proportionally apply if goods or products not delivered by our company merge by connexion or mixing.

§ 8 Service and maintenance contracts

8.1 In the event that a contract to maintain fire protection systems ("Maintenance/Inspection contract") has been concluded with the customer, the services specified shall be performed by an experienced employee of our company carrying a valid inspection identity card. The identity card shall bear the address and an authorised signature on behalf of our company. The inspector shall confirm the condition and readiness for use of the maintained fire extinguishing system. The inspection fees are agreed separately in the maintenance agreement. Necessary spare parts and filling materials shall be additionally invoiced at the respective list price.

8.2 The inspection fees shall be agreed in the maintenance agreement and shall relate to the rotational maintenance of the equipment existing at the time of the conclusion of the contract. Unscheduled necessary inspection work, e.g. after a fire, are charged extra according to the expenses incurred.

8.3 With on-going contracts, our company shall be entitled to increase inspection fees to the system owner by a unilateral written declaration to the customer if labour and/or material costs make this necessary. In the event of a fee increase we shall grant the consumer the right to terminate the agreement without notice.

8.4 Our company shall replace those parts or carry out refurbishment free of charge if, after the inspection documents have been signed, the equipment designated in the inspection voucher becomes defective or does not function properly, and it is evident that this is due to a culpable overlooked condition by the inspector. If such refurbishment is practically impossible or cannot be performed by us within a reasonable period of time the contractor shall be entitled to withdraw from the inspection agreement.

8.5 Subject to agreements on individual contracts a maintenance contract shall be concluded for a period of two years. Unless a contractual party terminates this agreement in writing 3 (three) months prior to expiry, it shall automatically be extended for 1 (one) year.

8.6 In the event that our company does not perform a necessary (annual) inspection, the parties agree that if damage or improper function occurs no action can be asserted against our company. In such cases the guarantee and product liability of our company shall be excluded to the full extent. All liabilities shall be excluded if discovered defects are not immediately reported to our company in writing, or if the operating/maintenance instructions for the equipment, filling or accessories have not been met.

§ 9 Concluding provisions

9.1 The parties agree that only with the written consent of our company may the customer transfer any rights to third parties from the contract concluded.

9.2 The laws of the Swiss Confederation shall govern the contractual relationship between our company and its customers.

9.3 The parties agree that the place of exclusive jurisdiction to consider any disputes arising out of the contractual relationships between our company and its customers shall be the headquarters of our company.

September 2003. C: Hezel & Wagner Partnerschaft, Steuerberater Wirtschaftsprüfer Rechtsanwalt, Raiffeisenstr. 4, D-72810 Gomaringen, Tel: 07072/91480, Fax: 07072/914831, E-mail: rechtsanwalt.hild@hwp-wpg.de