INTERNATIONAL GENERAL TERMS AND
CONDITIONS OF SALE AND DELIVERY

of ASMAT Investment Ltd.
having its registered office at
Kärntner Ring 5-7, 1010 Vienna
Tel.: +43/(0)1 – 966 60 02
Fax: +43/(0)1 – 966 76 98
www.asmat-investment.com
(hereinafter always referred to as "ASMAT")
as of 20 September 2011

I. GENERAL

1. The following General Terms and Conditions of Sale and Delivery shall apply to all and any contract entered into by ASMAT. By making an offer to and/or by accepting an offer made by ASMAT, the Buyer accepts these terms and conditions and explicitly declares to be aware of the contents of these General Terms and Conditions.

2. The General Terms and Conditions of Sale and Delivery of ASMAT shall apply exclusively. ASMAT does not accept terms and conditions of the Buyer conflicting with or diverging from these terms and conditions. The General Conditions of Sale and Delivery of ASMAT shall apply even if ASMAT provides services while being aware of conflicting terms and conditions of the Buyer or of terms and conditions of the Buyer diverging
from its terms and conditions. The terms and conditions of purchase of the customer shall not bind ASMAT even if ASMAT does not expressly contradict them or if the validity of the same is stated as explicit condition in these terms and conditions.

3. In case of conflict between the various contractual bases, the same shall apply in the following order of precedence, beginning with special agreements (if any) signed by us in the purchase orders, followed by the General Terms and Conditions of ASMAT and, finally, by the ancillary civil law provisions.

4. If individual provisions of this Agreement are or become invalid, this shall not affect the validity of the remaining agreements. In such a case, ASMAT shall be entitled to replace them by provisions that come as close as possible to the intent and purpose of the invalid provisions. The Buyer shall be bound by these replacing provisions, unless they would be grossly unreasonable. If individual provisions conflict, in part or in whole, with mandatory law, they will be maintained by the parties only to the extent permitted by law.

II. CONCLUSION OF CONTRACT AND PRICING

1. All offers made by ASMAT are subject to change and not to be considered as binding offer in a legal sense, but only as invitation to the Buyer to make a binding offer to ASMAT on the basis of such offer. As a result, any prices or delivery periods stated in the offer are not binding. The contract is not concluded before the offer made by the Buyer on the basis of the ASMAT offer is accepted by ASMAT in the form of a written
purchase order confirmation within 6 working days after receipt of the binding offer.

2. Purchase orders, offers, contracts or contract amendments, cancellations and any other agreements shall be binding on ASMAT only if confirmed in writing. Silence shall not be considered as agreement.

3. If a written declaration of intent or any other declaration made by ASMAT contains a mistake or error that a bona fide and reasonable recipient would recognise, ASMAT shall be entitled to correct the declaration of intent at any time without a special form being required, which shall then be legally valid in that form.

4. The prices stated in the offer shall exclusively apply to the quality, quantity, period of validity and place of delivery specified by ASMAT.

5. Any special requests of the Buyer are in general not included in the prices quoted by ASMAT, but shall be remunerated separately by the Buyer.

III. SCOPE OF DELIVERY AND SERVICE

1. The place of performance for deliveries shall be the respective manufacturer's factory. ASMAT shall be deemed to have fulfilled its obligations as soon as he has notified the Buyer of the goods' readiness for dispatch. ASMAT shall be deemed to have performed its obligations at the time of notification of the goods' readiness for dispatch. The place of performance for the Buyer's obligations shall always be the registered office of ASMAT.

2. The date of performance and the date of delivery notified by the Seller shall always be approximate and not binding on ASMAT. The customer shall not be entitled to make any claims against ASMAT on the basis of delays.

3. Unless the customer has required a special method of shipment, ASMAT shall be free to choose the method of shipment. The customer herewith expressly agrees to shipment by rail, forwarding agents or hauliers and post. The above-mentioned risk rule shall not change if goods are shipped by our own trucks.

4. The goods are delivered at the cost and risk of the Buyer. The risk shall pass to the Buyer at the time the goods are loaded for shipment at ASMAT's premises or at the premises of the supplier used by ASMAT for delivery to the customer. If free shipment has been expressly agreed upon in writing between ASMAT and the Buyer, ASMAT shall bear the cost of shipment. However, the reward and risks of ownership shall pass to
the Buyer already upon the loading for shipment of the goods at ASMAT's premises or at the premises of the supplier used by ASMAT for delivery to the customer.

5. If, based on a special written agreement, ASMAT performs deliveries to the customer or to the site, such deliveries will be based only on the explicit proviso that a suitable access road to the agreed place of delivery has been provided. The agreed place of performance shall not be changed thereby. The goods will therefore dispatched at the risk and for the account of the customer. The same shall apply to carriage paid
deliveries agreed upon.

6. Idle periods and services of the trucks at the place where the goods are unloaded, which exceed half an hour per vehicle unit (also if the building price does not cover unloading), will be charged at cost. Moreover, the customer shall pay the following additional costs arising from unsuitable access to the place of delivery even if the building price covers unloading.

7. ASMAT shall not be obliged to provide insurance. In the absence of any written agreement between ASMAT and the Buyer to the contrary, ASMAT will not take out insurance to cover the risk of loss or damage etc. of the goods.

8. Additional costs resulting from requests of the Buyer for fast and express freight shall be borne by the Buyer.

9. If the parties agree that the goods are to be collected by the customer at a warehouse to be designated by ASMAT or at a supplier named by ASMAT, ASMAT and/or the supplier shall be entitled to hand over the goods to the person collecting the goods on behalf of the customer. ASMAT and/or the supplier are not obliged to verify the authorisation of the collector. The customer shall therefore be obliged to pay for the
goods and/or the purchase price will not be reimbursed to him if the collector was not authorised to collect the goods, unless ASMAT knew that the collector did not have any authorisation to collect the goods.

10. The goods shall be deemed delivered if the Buyer fails to immediately call them off after their readiness for dispatch has been notified by telephone, by electronic means or in writing. The warranty period and all other periods, in particular the limitation period for any claims for damages, shall therefore begin from that time onwards.

11. Unforeseeable events or events beyond the control of ASMAT, such as strikes, official measures, traffic incidents, delays in transportation and customs clearance, transport damage, lack of energy etc. shall release ASMAT from any supply obligation even if such events have occurred at an upstream supplier. If such event renders delivery impossible, ASMAT's supply obligation shall cease to apply and any purchase price already paid will be immediately repaid to the customer.

12. In the case of default by ASMAT or if ASMAT is responsible for the impossibility of performance, any claims for damages of the Buyer shall be excluded unless they are based on intent or gross negligence of ASMAT or a legal representative or vicarious agent of ASMAT. ASMAT shall not be held liable for any fault on the part of suppliers; the same shall apply if they deliver directly to the Buyer.

13. Unless agreed otherwise, the purchased goods shall be taken over immediately, if necessary after consultation also outside normal business hours. If the goods are not taken over by the Buyer within the agreed delivery period, ASMAT shall be entitled to otherwise use the goods and/or to rescind the contract without having to grant an additional period for their taking over. In that case, the Buyer shall not be entitled to any claims whatsoever. Any transport costs, including storage costs and demurrage charges as well as any costs of return of the goods shall be borne by the Buyer without prejudice to any further claims for compensation to which ASMAT may be entitled.

IV. TERMS OF PAYMENT AND RETENTION OF TITLE

1. Unless otherwise agreed, payment of an order shall be secured by a bank guarantee. Payment shall be effected net of all deductions after placement of a written order and receipt of the order confirmation before delivery pursuant to the terms and conditions stated in the offer.

2. If the payment date is not observed or if the customer fails to take over the goods, ASMAT shall be entitled to charge default interest of 14% and to claim reimbursement of any reminder or lawyer's fees. After having requested the customer three times to take over the goods without success, ASMAT shall be entitled to store the goods at a forwarder of its choice at the Buyer's cost and risk until the later takes them over.

3. The parties exclude the Buyer's right to set off counterclaims he alleges to have against ASMAT against instalments of the purchase price, any lien or a right of the Buyer to withhold payments on account of warranty claims or other counterclaims not recognised by ASMAT.

4. The goods delivered shall remain the sole property of ASMAT until all claims of ASMAT arising from the business relationship with the Buyer, including costs, interest and default interest, have been paid in full.
In the event of a current account relationship, the retention of title shall serve as security for any balances owed to ASMAT. The retention of title shall not cease to apply if the customer provides cheques or bills of exchange. Only with the irrevocable payment of the cheque or the bill of exchange shall the secured claim shall be deemed paid in full.

5. In the absence of any express agreement to the contrary, the claims of ASMAT shall be paid in full and net of all deductions at the agreed dates. This shall also apply if the claims of ASMAT are assigned to a third party. If a prohibition of assignment has been agreed upon, the customer shall continue to be entitled to perform its obligations to ASMAT despite the claim's assignment to a third party by ASMAT. Payment to the third party despite the agreed prohibition of assignment shall be considered as waiver of that prohibition of assignment. In that case, the customer shall be liable to pay the claim in full and net of all deductions to that third party.

V. WARRANTY, REPLACEMENT AND DAMAGES

1. ASMAT shall provide warranty in the case of a defect affecting the usability of the purchased object in accordance with the following provisions:

1.1. The Buyer must have fully performed his obligations under the purchase contract, including all ancillary costs and secondary obligations.

1.2. ASMAT shall be liable to provide warranty only for 6 months after the day of delivery.

1.3. The defect must not be due to incorrect, negligent or improper treatment, use of unsuitable equipment, non-compliance with operating instructions, overuse of the object of purchase or normal wear and tear.

1.4. No warranty is provided for goods that have been sold as goods of lower quality.

1.5. The Buyer shall inspect the goods without delay, not later however than within three days after having taken them over, and notify and describe in detail any defect identified in writing within the same period. If the customer violates this obligation of inspection and/or notification, his claim to warranty and/or damages shall become null and void.

1.6. ASMAT shall discharge its warranty obligations by repairing any defect proven to have existed at the time of delivery free of charge within a reasonable time. However, ASMAT shall be free to replace the defective goods with defect-free goods, arrange for repair (rescission of contract), or deliver missing parts, being entitled to several attempts of repair. If warranty cannot be provided in this manner or if its entails unreasonable costs, ASMAT shall pay reasonable damages. The right to claim a price reduction shall be excluded.

2. Goods purchased from ASMAT can generally not be returned or exchanged.

3. A handling fee of at least 15% and not more than 25% of the invoiced value of the goods will be charged for returns or exchanges agreed upon in writing. Returns or exchanges shall be carriage paid.

4. If goods delivered are returned to ASMAT by the customer without express approval by ASMAT, the Buyer shall not be entitled to damages and/or shall bear any resulting costs.

5. If ASMAT sells goods which it has bought from other suppliers, ASMAT shall only be liable to the extent of the warranty claims it has against the sub-supplier.

6. Warranty claims shall not entitle the Buyer to set off any counterclaims it may have against ASMAT against outstanding claims of ASMAT. As long as the Buyer fails to fulfil his obligations in any manner whatsoever, in particular as long as he is in default with payments, ASMAT may refuse to remedy defects.

7. ASMAT shall be neither liable for the accuracy nor for the usability of finished components produced pursuant to the specifications of the customer or an architect or civil engineer contracted by it. The customer herewith expressly waives his right to require ASMAT to inspect the finished components as to their accuracy and usability. ASMAT shall only be under an obligation to warn if it becomes actually aware of
their inaccuracy or unsuitability. If the delivered product or its performance deviates from agreed characteristics without affecting its actual purpose, the customer shall not be entitled to warranty service.

8. The customer's right to warranty shall end unless the customer asserts it judicially within six months after having taken over the goods. The same shall apply if the customer has notified ASMAT of the defect within that period. The limitation of the warranty claim referred to in this clause shall not affect the cases of expiry of the warranty claim set forth in clauses 5, 6 and 8.

9. The customer's claim to warranty shall expire upon the processing or mixing of the goods by the customer or by third parties unless a warranty claim has been raised before.

VI. QUALITY AND PRODUCT LIABILITY

1. ASMAT represents and warrants that the quality or performance of the goods is common in goods of the same type and can be reasonably be expected of the customer and/or that they correspond to any sample or specimen handed over to the customer, provided it has been explicitly agreed upon in writing. 7. The quality and performance of deliveries by ASMAT are based on reference samples which can be made
available to the customer upon request for inspecting the offer or delivery. ASMAT or the manufacturer is under no obligation to procure raw materials necessary for performing the contract in advance.

2. If the manufacturer has provided warranties which go beyond the General Terms and Conditions of ASMAT in terms of contents and/or period of validity, these warranties shall not extend ASMAT's warranty and guarantee obligations, but entitle the customer only to raise claims based on such warranties against the manufacturer.

3. The Buyer is obliged to strictly adhere to operating instructions and warnings issued by ASMAT.

4. Any liability of ASMAT for damage due to gross or minor negligence, no matter whether based on breach of contract or tort, including liability for indirect damage, is herewith excluded, also vis-à-vis third parties. Likewise, liability for consequential damage of any type whatsoever and lost profit is excluded to the extent permitted by law. In addition, liability is limited to direct damage. Liability for indirect damage of any type
whatsoever shall be excluded to the extent permitted by law. This exclusion of liability shall also apply to damage lying in the defectiveness of the goods themselves as well as to any repair costs. If the customer claims damages based on a defect, he shall only be entitled to claim them if ASMAT has caused the defect by intent or gross negligence, which must be proven by the customer.

5. Liability for property damage suffered by an entrepreneur is excluded. This exclusion shall extend to all manufacturers, importers and suppliers from which ASMAT has purchased materials, products or parts of products.

6. The Buyer undertakes to assign the exclusion of liability referred to in point 1 to his customers when placing on the market, forwarding or reselling products of ASMAT and to fully indemnify and hold ASMAT harmless in this respect.

VII. DATA PROTECTION, ADDRESS CHANGE AND COPYRIGHT

1. The Buyer expressly authorises ASMAT to use all data made available to ASMAT.

2. The data necessary for carrying out the contract are stored for electronic invoicing purposes. The data will be held in confidence by ASMAT and passed on to third parties only to the extent necessary for carrying out money and payment transactions.

3. Changes in the customer's business address shall be notified immediately to ASMAT during the term of the respective contract. Declarations to the customer shall be deemed duly served upon the customer if they have been sent to the address last notified.

4. Plans, drawings or other technical documentation, samples, catalogues, leaflets, figures etc. shall remain the property of ASMAT at all times. The Buyer shall not be entitled to any rights of usage and exploitation.

5. Both the Buyer and ASMAT undertake to consider as business secrets and keep confidential orders placed and deliveries by ASMAT as well as works resulting therefrom. Offers and plans, drawings etc. handed over in connection with them may only be made accessible to third parties with our written approval.

VIII. JURISDICTION AND GOVERNING LAW

1. The court having subject matter and territorial jurisdiction over the registered office of ASMAT shall have jurisdiction to settle any disputes arising directly or indirectly in connection with the contract (order) or its validity. However, ASMAT may also bring any disputes also before any other court having jurisdiction over the Buyer.