Unless otherwise agreed in writing, the following terms and conditions shall apply to the service contracts accepted by GWI, in particular testing and expert activities:

A.

Area of application

By accepting the order confirmation without reservation, the client recognizes these "General Terms and Conditions of Service" submitted to him as well as any supplementary specifications and service descriptions of GWI as binding.

GWI shall only be bound by terms and conditions of the client that deviate from these Terms and Conditions of Service if they have been expressly confirmed in writing, even if reference is made to them in the order. If the client's terms and conditions are agreed by way of exception, GWI's terms and conditions shall also apply insofar as they relate to matters not regulated therein.

Verbal collateral agreements to an order are invalid unless confirmed in writing by GWI.

B.

Scope and execution of services

1. Test objects shall be delivered free of charge and duty-free at the start of the test and shall be collected within 1 month of the date of a written request to this effect by GWI. If the test objects are not collected within this period and no shipping instructions are given, GWI shall be entitled, at its discretion, to have the test objects delivered to the client by a forwarding agent at the client's expense.
    
2. Delays in performance due to circumstances for which GWI is not responsible shall result in a reasonable extension of the agreed deadlines; this shall also apply insofar as such delays are in addition to a delay already incurred by GWI. GWI shall inform the client immediately of circumstances of the aforementioned kind; GWI shall be notified in writing of any delays in performance for which the client is responsible no later than one week before the scheduled start of the execution of the order. If this deadline is not met by the client, the client shall be obliged to compensate GWI for the damage caused by the postponement.
   
   In the event of delays in performance for which GWI is responsible, the client shall grant GWI a reasonable grace period. If GWI has not commenced the - possibly further - execution of the order after expiry of this grace period, the customer shall be entitled to withdraw from the contract with regard to the part of the services not yet fulfilled or, in the event that legal representatives or vicarious agents of GWI are guilty of intent or gross negligence with regard to the delay in delivery, to claim damages for non-performance with regard to this part. If, in the event of partial default, the customer proves that partial fulfillment is of no interest to him, he shall be entitled to the aforementioned rights with regard to the entire contract.

C.

Terms of payment

1. Notwithstanding any special agreements to the contrary, GWI's stated prices are exclusive of VAT. The invoice amounts of GWI are due for payment within 14 days of the invoice date to one of GWI's accounts. Bills of exchange shall only be accepted by GWI by special agreement and only free of charge. From the 15th day after the invoice date, GWI shall charge default interest in the amount of the statutory interest rate pursuant to § 288 BGB (German Civil Code) in the amount of 5 or 8 percentage points above the base interest rate - without the need for a reminder.
    
2. Claims for payment by GWI shall not be subject to any rights of retention or rights to refuse performance on the part of the client, unless they are based on intentional or grossly negligent breaches of contract by GWI or its vicarious agents, unless the counterclaims on which they are based are undisputed or have been legally established. Furthermore, the exclusion shall not apply as long as the Contractor does not pay in advance in the case of defective partial services paid for by the Client with corresponding replacement services in relation to further payment obligations of the Client.
   The client shall only be entitled to offset against payment claims of GWI with counterclaims recognized by GWI or legally established.
    
3. If the contractual relationship is terminated before the order has been fully executed for a reason for which GWI is not responsible, GWI shall retain the right to the agreed consideration. However, GWI shall offset against this consideration any expenses saved as a result of the failure to complete the order.
   
   If the premature termination of the contractual relationship is based on a circumstance for which GWI is responsible, the client shall be obliged to reimburse GWI for the actual expenditure demonstrably incurred up to the termination of the contract, unless the client proves that the work results achieved with this expenditure up to that point are of no interest to him.

D.

Warranty

1. GWI provides its services in accordance with the rules of science and technology recognized at the time of conclusion of the contract. GWI guarantees the proper execution of the order, but does not guarantee the perfect quality and functionality of inspected or tested systems or system components with regard to their design, choice of materials or construction, but only for the assessment of such criteria within the scope of its task.
   
   The GWI test report refers exclusively to tested test samples and not to a series, even if no design changes have been made compared to the tested device. GWI does not carry out series monitoring; this is the responsibility of the client.
    
2. Defects must be reported and notified to GWI in writing immediately after discovery.
    
3. The client's warranty claims shall be limited to subsequent performance subject to the proviso that GWI is obliged to provide defective services properly within a reasonable period of time to be granted by the client. If the subsequent performance fails, the client shall be entitled to a reduction of the remuneration (reduction) or rescission of the contract (withdrawal) without prejudice to the right under § 637 BGB.
   
   In all other respects, the statutory provisions on contracts for work and services shall apply to the services to be performed by GWI.

E.

Liability

1. GWI's liability for all damages suffered by the client is limited to the benefits provided by its public liability insurance - cover amounts: € 5 million lump sum for personal injury and property damage, and € 500,000 for financial losses ─ unless the damage was caused intentionally or through gross negligence.
    
2. In addition, any liability of GWI towards registered traders shall be limited in type and scope to such damages as were foreseeable at the time the contract was concluded.
    
3. GWI shall not be liable for indirect damage and consequential damage unless the damage was caused intentionally or by gross negligence or is based directly on the breach of a primary obligation of GWI under this contract. Further claims of the client are excluded. This applies in particular to damage that has not occurred to the test sample itself.
    
4. The limitation of liability does not apply to the absence of warranted characteristics.
    
5. Insofar as the liability of GWI is excluded or limited, this shall also apply to employees, workers, representatives and vicarious agents of GWI. Direct liability of the legal representatives and vicarious agents of GWI is excluded.

F.

Copyrights / Publications

If and to the extent that the work results delivered by GWI, in particular expert opinions and reports, are specifically client-related results, the client is entitled to unrestricted use of these results in its own interest; only use by or for third parties is excluded.

Reproduction beyond the purposes of personal use as well as the publication - even in extracts - or forwarding of the GWI's work results to third parties who are not the intended recipients of these results is only permitted with the prior written consent of the GWI.

G.

Place of fulfillment and jurisdiction

The place of performance and jurisdiction for both parties is Essen.

This exclusive place of jurisdiction shall also apply to all present and future claims, unless the party to be sued has moved its place of residence or habitual abode outside the territory of the Federal Republic of Germany or if this is not known at the time of the action. The same applies in the event that claims are asserted by way of dunning proceedings in accordance with §§ 688 ff. ZPO are asserted.

The law of the Federal Republic of Germany shall apply exclusively.

H.

Final provisions

The possible invalidity of one of the provisions underlying the contract shall not affect the validity of the remaining provisions and shall oblige the contracting parties to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.