General Business Terms

1.

General Items / Scope

1.1

This General Business Terms (Allgemeine Geschäftsbedingungen AGB) are valid from September 1^st 2005, and replaces the former AGB of TAMUZ / PTV Professional TeleVision GmbH.

1.2

All of our present and future business relations with our customers shall be exclusively based on the following terms and conditions of delivery and payment, as far as nothing else has been agreed in writing in individual cases. Deviating terms of the customer shall obligate us only to the extent we have agreed to them in writing.

1.3

Our terms and conditions of delivery and payment are valid only for entrepreneurs in the sense of §14 BGB (Civil Code, Federal Republic of Germany), legal entities under public law and public law special assets.

1.4

The goods we manufacture or distribute are intended for distribution within the European Union or related territories. The customer shall inform itself autonomously about the provisions for export regulations. Re-export shall be subject to the provisions pertaining to foreign economy of the Federal Republic or the respective country of origin.

2.

Offer / Acceptance

2.1

Our offers are not binding. Contracts come into being only upon our written confirmation of order or by delivery. Additional agreements and modifications must be confirmed by us in writing to become effective.

2.2

Information given by us at the time of conclusion of the contract, for example illustrations, drawings, specification of weight, dimensions and performance, are only approximate values unless explicitly indicated to be binding. We reserve the right to technical modifications, errors and printing errors within limits reasonable to the customer.

2.3

We reserve title and proprietary rights to all documents pertaining to our offer, for example drawings, plans, catalogues, estimates, calculations and samples. These documents may not be made available to third parties without our prior consent, whether in original or other form, and shall be returned to us upon demand.

2.4

Product names and logos used in our printed matter are brands or registered trademarks of the respective manufacturers.

2.5

Conclusion of the contract shall be subject to the correct and punctual delivery by our supplier. This shall only apply if we have concluded a congruent covering transaction and we are not responsible for the non-delivery by our supplier.

2.6

The minimum order value shall be € 300.00 plus statutory value added tax (where obligatory). We reserve the right to charge the customer with an additional charge of € 30.00 plus statutory value added tax for orders with an order value which is below the minimum of € 300.00.

2.7

If a customer has ordered incorrectly and we agree to take back the goods, we reserve the right to charge an inspection/handling lump sum of 15% from the invoiced value price plus statutory value added tax (where obligatory). Credit to the customer shall take place only after the product has been returned in-full to us in its original packing and has been inspected by us.

3.

Prices and Payment

3.1

Our prices shall be net ex stock, exclusive of value added tax, shipping, packaging and insurance.

3.2

Reasonable increases in price can be made if the factors on which the calculations were based, in example currency exchange rate parity, market and/or shipping prices, have increased significantly since order acceptance.

3.3

Our invoices shall generally be issued and paid in Euro (EUR or €); we reserve the right to also invoice international or overseas customers in US dollars. Our invoices shall be issued after completion of our incumbent performances. Payments shall be made in the full amount free our office of payment in advance. In the circumstance of individual agreements payments within 30 days of invoice date are possible. After expire of this period the customer shall be in default of payment. Payments shall be considered made only to the extent that we can freely dispose of them at our bank.

3.4

We shall explicitly reserve the right to carry out each order, at our discretion, against cash in advance or cash on delivery. Divergent terms of payment must be agreed with us in writing.

3.5

In case of a change in creditworthiness of the customer made known to us after conclusion of the contract or if terms of payment are not kept, we shall be entitled to demand security or cash payment simultaneous with delivery. If the customer is not able to provide security within an appropriate period, we shall be entitled to withdraw from the not yet fulfilled part of the delivery contract. The period is dispensable if the customer is obviously not capable of providing security, for example if insolvency proceedings for the customer's assets have been opened.

3.6

Acceptances shall only be accepted in case of previous agreement thereof. Instructions to pay, checks or bills of exchange shall only be accepted on account of performance. The customer shall bear banking charges. They shall be due immediately

3.7

In case of delay in payment the customer shall pay interest on arrears amounting to the base interest rate plus 8 % on the money debt (minimum 1% per month in total). We explicitly reserve the right to prove and assert higher damage caused by delayed performance.

3.8

The customer shall be entitled to offset and resist payment only if its debt claims are found final and absolute or recognised by us.

4.

Delivery, period of delivery, force majeure

4.1

The period of delivery shall be binding only if it has been explicitly declared as such.

4.2

The period of delivery shall begin with the dispatch of the confirmation of order, not, however, before clarification of all details of the job execution and technical questions as well as adduction of documents, permits, releases to be provided by the customer and before receipt of an agreed advance payment.

4.3

The period of delivery shall have been kept if, by expiring date, the object of delivery has left corresponding stock or readiness for shipment has been advised if shipping is delayed for reasons beyond our responsibility.

4.4

Change requests by the customer shall extend the period of delivery until we and/or the manufacturer have investigated feasibility and by the amount of time needed for the implementation of the new guidelines into production. If a current production is interrupted by the change request, other orders may be brought forward and completed. We and/or the manufacturer shall not be obligated to keep production capacities free during the delay.

4.5

In case of default of delivery our liability in case of ordinary negligence shall be limited to an indemnification lump sum amounting to 0.5% per completed week, maximum 5% of the order value of the delayed delivery. Claims for damages instead of the performance according to chapter 8 shall not be affected thereby.

4.6

If shipping is delayed due to circumstances for which we are not responsible, we shall charge, for storage at our works, at least 0.5% per month of the invoice value of the stored delivery.

4.7

Unforeseen, unavoidable events and events for which we are not responsible (for example force majeure, strikes and lockouts, operational breakdowns, difficulties in the procurement of material and energy, transportation delays, insufficient work force, energy and raw materials, authority measures, and difficulties in the procurement of permits, especially import and export licences) shall extend the period of delivery by the duration of the interference and its effects. This shall also apply if such circumstances occur with our suppliers or during an existing delay in performance. If this interference is not merely temporary, both contractual parties shall be entitled to withdraw from the contract. In these cases, claims for damages of the customer shall be excluded.

4.8

Partial deliveries and partial performances shall be permissible to a reasonable extent. They may be charged immediately.

4.9

Delivery shall take place at our discretion, however without engagement for lowest-priced shipping - ex our stock.

5.

Passage of risk and taking of delivery

5.1

The risk of accidental loss and accidental deterioration of goods shall pass to the customer at hand-over of the goods to the transport company, even if we have assumed other services such as shipping costs or delivery and erection by our own forwarders.

5.2

If shipping is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer as soon as we have advised readiness for shipment.

6.

Reservation of ownership

6.1

We reserve ownership of delivered goods until all receivables due from our customer and resulting from the business relationship have been paid and all checks and bills of exchange accepted in the course of business relations with the customer have been credited irrevocably. In case of an open account relationship, reservation of ownership shall be extended to the accepted balance.

6.2

The customer shall be obliged to treat the reserved goods with care and to maintain them; it shall be particularly obliged to insure them on its own account against loss and damages for their reinstatement value. The insurance policy as well as proof of payment of premiums shall be presented to us upon request. The customer assigns its insurance claims to us already at this point in time.

6.3

Handling and processing of reserved goods shall always be done on our behalf without obliging us. If reserved goods are mixed or combined with other goods, we shall acquire joint ownership in the new goods at the ratio of the invoice value of the reserved goods to the other materials.

6.4

The customer shall be entitled to sell the reserved goods in the proper course of business; however, it assigns to us, already at this point in time, the full amount of all receivables that will accrue to it from the sale or use on behalf of a customer or a third party against the same or third parties.

6.5

The customer shall be entitled to collect receivables assigned to us as long as it meets its payment obligations from collected proceeds.

6.6

If the customer fails to meet its payment obligations, we may revoke the processing authorisation and demand that the customer discloses the assigned receivables and their respective debtors to us, provides all statements necessary for collection, delivers the pertaining documents and informs its debtors of the assignment. The return of reserved goods shall not constitute a withdrawal from the contract. If we withdraw from the contract, we shall be entitled to sell the goods on the open market, the utilisation shall be at our discretion.

6.7

We shall be informed immediately about the seizure of the reserved goods by a third party. Costs originating from the defence of a seizure shall be for the account of the customer if they cannot be collected from the third party.

6.8

If the value of securities exceeds our receivables by more than 10%, we shall, upon request of the customer, release securities to the respective extent at our discretion.

7.

Liability for defects in delivery

7.1

Defects shall be advised to us in writing and promptly, latest, however, 8 days after receipt of goods, in case of hidden defects latest 3 days after discovery. If these periods are exceeded, all claims and rights arising from the liability for defects shall expire. The period of limitation shall amount to 24 months from the time of delivery unless we are liable due to intention.

7.2

For defects in goods we shall initially provide warranty by rectification of defects or substitute delivery at our discretion. If a substitute delivery is also defective or the rectification is unsuccessful, denied or delayed in an unjustified manner, the customer may, after unsuccessful expire of an appropriate extension of the delivery period, demand abatement of remuneration (reduction of purchase price) or - in case of not immaterial defects - rescission of the contract (withdrawal) and demand compensation in damages instead of performance according to the provision in chapter 8.
An extension of the delivery period shorter than 21 days from receipt of returned goods shall be considered inappropriately short. In the case of rectification we shall be entitled to 3 rectification attempts before the customer may invoke failure of rectification. On principle, delivery of a defect-free item (substitute delivery) shall take place in mutual simultaneous handing over of the defective item.

7.3

We shall not bear costs resulting from re-performance, particularly infrastructure and transport costs, if the goods have been placed in a location other than the place of delivery agreed on. The customer shall choose the lowest-priced form of transportation for every return consignment.

7.4

As far as the limitation period begins anew due to our re-performance, it shall amount to 12 months from the time of receipt of substitute delivery or rectified goods.

7.5

If the customer asserts claims to substitute delivery or withdrawal and the defective item has already come into use, we shall be entitled to compensation for the value of the use gained by the customer.

7.6

Violation of the rights of third parties shall only be considered a defect if these rights of protection exist in the Federal Republic of Germany.

7.7

Claims for defects shall not exist in cases of
- natural wear and tear and damages, defects, reduced output, and changes of condition or operation of our product due to extraneous cause (for example impact, blows, agitation, water, fire), improper storage, treatment or erection, unusual climatic conditions, special conditions at receipt or operational conditions at the location of use, or force majeure;
- defects due to construction and material deficiencies, as far as the customer has specified the construction or the material.
- Image Sticking on the LCD-Panel, which is caused by permanent pictures as well as Gap Mura on the LCD-Panel.

7.8

The customer shall receive on request an RMA (Return Material Authorization) form and a separate form "Advice in the Event of Damage" with every new delivery of goods. The customer shall send defective goods in the original packing together with the filled-in RMA sheet to the mentioned service address.
If examination of the returned goods shows that the defect described by the customer need not be repaired as a claim for defects, we shall submit an offer for repair costs, in which we can, on principle, offer lump sums depending on the size of the device.
If the defect mentioned on the RMA sheet is not verifiable and/or the defect liability has been nullified due to external interference (examination of seal), improper treatment by the customer or transport damages for which we are not responsible, we reserve the right to charge the customer for the examination costs, in which we shall align ourselves to the flat rates developed by us and dependent of the size of the device.

7.9

On principle, the binding product description given by us or the manufacturer shall be valid concerning the condition of the goods. Public statements, advertisements or promotions by the manufacturer shall not constitute a contractual specification of the condition of the goods.

7.10

The customer shall not receive any guaranties from us in the legal sense. Manufacturer guaranties shall remain untouched.

8.

General liability

8.1

Claims for damages – irrespective of their kind - against us shall be excluded if we, our legal representatives or vicarious agents caused the damages through ordinary negligence. This liability exception shall not apply to personal injury nor to acceptance of a contractual guaranty or to a breach of essential contractual duties which endanger the fulfilment of the purpose of contract.
In this case, however, our liability shall be limited to the extent of the warranty or, in case of negligent breaching of essential contractual duties, to the damages typical to the contract and foreseeable.
Claims according to the Product Liability Act shall remain untouched.

8.2

With the exception of claims for defect liability, according to the Product Liability Act and for violation of life, body or health, claims for damages shall become statute-barred one year after the customer has discovered the damage and his duty of replacement or should have discovered them without gross negligence.

8.3

If our customer is also marketing partner, it shall commit itself to advertise the goods only in an appropriate manner. The marketing partner shall be aware that incorrect attribute-focused advertising can lead to claims for defect liability. It shall commit itself to release us from the effects of such advertising and to reimburse us for damages resulting from the violation of this duty.

9.

Choice of law, place of fulfilment, place of jurisdiction, customer data

9.1

The law of the Federal Republic of Germany shall apply.
The UN Convention on Contracts for the International Sale of Goods dated 11 APR 1980 shall not apply.

9.2

Place of fulfilment for all performances from our business relationship shall be our business domicile.

9.3

Our business domicile, Henstedt-Ulzburg, Germany, shall be the exclusive place of jurisdiction for all disputes resulting from our business relationship. However, we shall also be entitled to bring a matter before the local court of the customer.

9.4

We shall be entitled, within the limits of legal regulations, to store and process customer data attained within the scope of the business relationship.

General Terms and Conditions of Delivery and Payment of PTV Professional TeleVision GmbH September 2005