GENERAL TERMS AND CONDITIONS OF BUSINESS

 of

OSB AG

Theresienhöhe 30

80339 München

OSB AG is a company of the engineering and IT services sector that operates internationally in the areas of electrical engineering, information technology, telecommunication, mechanical engineering, aeronautical technology, aerospace technology and automotive engineering.

To lay down the terms of its business relations, OSB AG hereby gives itself the following General Terms and Conditions of Business (GT&Cs):

I. GENERAL PROVISIONS

1. Scope of Application

Except where otherwise agreed upon, the contractual relations between OSB AG and entrepreneurs (customers - hereinafter called "Ordering Parties" or "Ordering Party", suppliers - hereinafter called "Contractors" or "Contractor", co-operation partners and other contractual partners - all also called individually "Contractual Partner" or collectively "Contractual Partners") shall be governed by the following GT&Cs.

General terms and conditions of business of the Contractual Partner shall apply only insofar as OSB AG has expressly consented thereto in writing.

2. Maintenance of Secrecy, Data Protection

The Contractual Partner shall maintain secrecy in respect of all information of a commercial or technical nature and all personal data and records that it receives access to, or knowledge of, in the course of the collaboration with OSB AG, and shall not pass on such information, data or records to third parties. The Contractual Partner shall use such information only for the purposes pursued by providing such information, and shall not use such information for any other purposes of its own or for third-party purposes. These obligations shall also continue to apply unchanged after the collaboration with OSB AG has ended.

Unless otherwise expressly agreed upon, the information provided to OSB AG in connection with purchase orders shall not be deemed to be confidential.

OSB AG shall be entitled to include the Contractual Partner's name in a list of references. All other references to the Contractual Partner shall be agreed upon with the Contractual Partner beforehand.

The Contractual Partner shall observe the statutory provisions relating to data protection, and shall impose an obligation to observe statutory data secrecy upon all employees assigned by it to collect, process, use or transmit data.

3. Payment

Unless otherwise agreed upon, OSB AG's invoices shall be payable, with the addition of value-added tax at the statutory rate and without any deduction, within 14 days of issuance of the invoice.

Despite any provisions of the Contractual Partner contrary hereto, OSB AG shall be entitled to offset payments first of all against the Contractual Partner's older debts, and shall inform the Contractual Partner of the nature of such offsetting carried out. If costs and interest have already arisen, OSB AG shall be entitled to offset the Contractual Partner's payment first of all against such costs, then against interest and finally against the principal debt.

If the Contractual Partner enters into default, OSB AG shall be entitled to demand interest at the rate of 9 percentage points above the respective valid base interest rate from the point in time concerned. The right to assert any further claim for damages shall remain unaffected.

The Contractual Partner shall have rights of set-off, retention or price reduction only if its counterclaims have been determined by a final and non-appealable court judgement or are undisputed.

4. Order of Precedence 

Provisions applicable between OSB AG and its Contractual Partner shall apply in the following order of precedence:

a)written individual amendments and supplements after the conclusion of a contract

b)individual agreement

c)framework contract

d)these GT&Cs

e)statutory provisions.

In the event of conflict between these provisions, the provisions mentioned first shall always take precedence over the provisions mentioned thereafter. Omissions shall be filled by the respective subordinated provisions. In the case of agreements of equal ranking, the more recent agreement shall take precedence over the later agreement.

5. Choice of Law, Place of Jurisdiction

The laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), shall apply.

Munich is the place of performance and the place of jurisdiction for all disputes ensuing directly or indirectly from contracts in the area covered by these GT&Cs. However, OSB AG shall be entitled to bring a matter before any court that has statutory jurisdiction.

II. PROVISION OF TEMPORARY PERSONNEL 

1. Official Permit

OSB AG possesses an open-ended commercial permit to provide temporary personnel, which was last issued by the Regional Office Bavaria (Nuremberg) of the Bundesagentur für Arbeit [German Federal Labour Agency].

2. Legal Position of the Personnel 

The conclusion of a contract for the provision of temporary personnel shall not bring about a contractual relationship between the OSB AG employee and the Contractual Partner. Therefore, the employees shall also not be entitled to accept from the Ordering Party any advances of wages, any other cash or non-cash payments or any other benefits.

During the assignment, OSB AG employees shall be subject to the Ordering Party's work instructions, and shall work under the Ordering Party's supervision and direction. They shall be obliged to maintain secrecy.

Changes to the duration of the assignment, the working time and/or the work activities may be agreed upon only between OSB AG and the Ordering Party.

3. Selection of Personnel

OSB AG shall make available to the Ordering Party personnel who have been diligently selected and checked in terms of the required professional qualifications. OSB AG shall, even whilst an assignment is ongoing, have the right to exchange personnel for other equally suitable personnel, except where this would infringe justified interests of the Ordering Party.

4. General Duties of the Ordering Party

The Ordering Party shall assign the personnel only to the place agreed upon in the contract for the provision of temporary personnel, and only for the activities agreed upon therein commensurate with their qualifications. In relation to the OSB AG employees, the Ordering Party shall comply with the statutory provisions of the law on occupational health and safety (particularly those concerning working time and on-the-job safety) applicable to the Ordering Party's company. To this end, the Ordering Party shall ascertain and document the dangers associated with the work, as well as any health and safety measures resulting therefrom. Before the OSB employees take up their work, the Ordering Party shall familiarise them with the relevant accident prevention regulations applicable at the respective place of work, and shall make available all essential safety equipment. It shall be ensured that the personnel receive regular care from the Ordering Party's medical officer. The cost thereof shall be borne by the Ordering Party.

The Ordering Party shall take care of obtaining any necessary official permission for extra hours of work and/or Sunday work. Moreover, the Ordering Party shall promptly give OSB AG the reasons for such extra hours.

5. Employer Duties, Application of Collective Bargaining Agreements 

OSB AG hereby undertakes to comply with all employer duties, i.e. in particular to comply with all provisions of labour law, social law and wage tax law and to make the corresponding payments properly and in due time.

The industry-wide collective bargaining agreements concluded between the Bundesverband Zeitarbeit Personaldienstleistungen e.V. (BZA) [German Federal Association for Temporary Personnel Services] and the DGB-Tarifgemeinschaft [collective bargaining community of the German Federation of Trade Unions] have been incorporated into the employment relations entered into with the OSB AG employees.

6. Rendering of Account

At least once every month, the Ordering Party shall have the hours of work performed according to the timesheets checked by an authorised representative and confirmed by signature and company stamp. If timesheets cannot be presented to the Ordering Party's authorised representative at the place of assignment for signing, the OSB employee shall be entitled to give confirmation.

Rendering of account shall take place monthly on the basis of the timesheets presented. The hourly rate, plus value-added tax at the respective applicable statutory rate, agreed upon in the order or in the contract for the provision of temporary personnel shall be decisive for the calculation.

If the employee is not assigned for reasons attributable to the Ordering Party, the Ordering Party shall owe the agreed remuneration on the basis of an 8-hour day.

OSB AG hereby reserves the right to increase the hourly rates, if, after a contract has been concluded, costs arise as a result of wage increases under a collective bargaining agreement, as a result of personnel being exchanged by mutual agreement for personnel with higher qualifications, or as a result of any other circumstances that fall within the Ordering Party's sphere or are not imputable to OSB AG for any other reasons.

Except where otherwise stipulated, travel times and travel expenses shall be reimbursed separately.

7. Liability

In respect of the temporary personnel provided, OSB AG shall be liable only for their proper selection in terms of the contractually agreed activities and their occupational qualifications as proven by certificates. Liability shall be limited to loss arising as a result of any intentional or grossly negligent breach of this obligation to properly select.

8. Solicitation, Placement Commission

The Ordering Party hereby undertakes not to entice away OSB AG employees in an impermissible manner (Section 1 UWG [Act Against Unfair Competition, Section 826 BGB [German Civil Code]) or assign OSB AG employees via third parties. In the event of any violations, OSB AG shall be entitled to claim damages.

If an employment relationship is brought about between an OSB AG employee and the Ordering Party or an affiliate of the Ordering Party, the Ordering Party shall owe a placement commission. This commission shall be due for payment at the time when such employment relationship is formed. The claim to commission shall arise regardless of whether or not the person placed takes up the position after a contract has been concluded.

The placement commission shall amount to 30 % in cases where temporary personnel are provided for a period of up to 3 months, 25 % in the case of a period of 4-6 months, 17,5 % in the case of a period of 7-9 months, and 10 % in the case of a period of 10-12 months in each case relating to the employee's agreed annual gross salary at the new employer, and in each case plus value-added tax at the statutory rate. After a 12-month period has expired, no placement commission shall apply.

III. Private Placement

1. Formation and Implementation of the Contract

A placement contract shall be brought about as soon as the Ordering Party instructs the company to designate to the Ordering Party workers suitable for its purposes, and the company accepts this order. Any request for suitable personnel through a personnel assignment relating to a third party shall also constitute an order. Any undertaking of activities geared to the placement of temporary personnel shall also constitute acceptance of an order. The mere passing-on of the name or telephone number of a person may also constitute a placement activity.

The company shall make proposals for filling a vacant position, and seek suitable persons for this, until a contract is brought about between the person placed and the Ordering Party, or the Ordering Party terminates the placement contract.

The Ordering Party hereby undertakes to treat confidentially the details of potential personnel that are communicated to it for the purpose of initiating a contract, and undertakes not to pass on such details to third parties, even if the Ordering Party does not wish to use the referral itself. If the Ordering Party breaches this obligation, it shall pay the commission laid down under No. 2, provided that the third party concludes a contract with the worker. If OSB AG suffers a loss as a result of such details having been passed on without authorisation, the Ordering Party shall compensate for this loss, even if no contract is concluded with the third party.

2. Commission Claim, Payment, Default

If, as a result of a referral under No. 1, subsection 4, or as a result of any other placement activity of OSB AG, a contract is brought about between the Ordering Party and the person placed, a commission claim shall accrue to OSB AG. This claim to commission shall arise regardless of whether or not the person placed takes up the position after a contract has been concluded.

The rate of commission shall be 30 % of the agreed annual gross salary of the person placed at the new employer, plus value-added tax at the statutory rate. The Ordering Party shall inform OSB AG of the agreed terms forthwith after a contract has been concluded.

IV. SERVICE CONTRACTS and CONTRACTS FOR WORK AND SERVICES (Project Execution)

1. Subject-matter of the Contract

The nature and scope of the services to be rendered, as well as the prices, the completion deadlines and other details shall be laid down in writing between the Parties. No verbal agreements shall apply.

Unless otherwise expressly agreed upon, OSB AG's quotations shall be subject to change without notice and be non-binding. Orders shall not be deemed accepted on a legally binding basis until they have been acknowledged in writing by OSB AG.

2. Place of Performance

The work shall be carried out at OSB AG's technical offices, as well as at the Ordering Party's premises if need be. OSB AG hereby reserves the right to wholly or partly contract out to third-party companies the execution of the agreed work.

3. Performance Period, Rendering of Account

A working time of 8 hours daily from Mondays to Fridays shall be deemed agreed upon for services rendered account of on the basis of time spent. This working time shall also be taken as a basis in cases where OSB AG is, for reasons not imputable to OSB AG, unable to render the agreed service. Unless otherwise stipulated, travel times and expenses shall be reimbursed separately.

4. Qualities of the Service

The agreed qualities of the services owed shall include only the features and characteristics mentioned in OSB AG's quotation or order acknowledgement and/or in the functional specifications.

Guarantees of qualities or durability within the meaning of Section 443 BGB [German Civil Code] shall be deemed provided only if expressly referred to as a guarantee. The Ordering Party's rights in the event that such guarantee enters into operation shall ensue only from the written guarantee declaration.

5. Acceptance

The work produced in accordance with the contract shall be made available by OSB AG, for acceptance, by the agreed point in time. The Ordering Party shall test the work by autonomously checking that it has the functionality specified in the contract. The Ordering Party shall confirm to OSB AG in writing its acceptance of the work. The work shall be deemed accepted once the Ordering Party has signed the acceptance test report without any reservations.

If, for a reason other than because of a substantial defect, the Ordering Party does not accept the work after the work has been made available, the work shall be deemed accepted 2 weeks after it has been made available.

Any use of the work by the Ordering Party beyond the agreed test phase, whether in part or as a whole, shall be deemed equivalent to acceptance. If the duration of the test phase has not been agreed upon, this shall be 4 weeks.

Furthermore, if the Ordering Party does not object in writing to OSB AG's invoice within 2 weeks of its issuance, this shall also be deemed equivalent to acceptance.

6. Warranty

The Ordering Party shall promptly examine the delivered goods and services for defects. Detectable defects shall be reported in writing by no later than the 5th business day after their discovery. Hidden defects shall be reported forthwith after their discovery. The date of receipt of such notification at OSB AG shall be decisive for the observance of this time limit. If the Ordering Party fails to examine the goods and services, or fails to complain of a defect in due time, it shall not be entitled to plead this defect.

If the product delivered is defective, and this defectiveness has been properly complained of in due time, the Ordering Party's claims shall first of all be limited to supplementary performance. This shall not apply, if it would be unreasonable to expect the Ordering Party to accept supplementary performance. A new acceptance test shall take place after the defect has been eliminated. If supplementary performance fails twice, or if OSB AG refuses to render supplementary performance, the Ordering Party may reduce the price or rescind the contract. The Ordering Party shall not be entitled to a right of rescission, if the defect is insubstantial.

If the Ordering Party has altered the product delivered, claims based on a defect shall exist only if the Ordering Party proves that the defect is not due to this alteration.

If the work is made up of several parts, and only some of these parts are defective, any statutory right of rescission of the Ordering Party shall be limited to these.

7. Liability

Regardless of the nature of any breach of duty, damage claims against OSB AG (including damage claims based on tort) shall be excluded, except where any intentional or grossly negligent act has occurred. In cases of gross negligence, however, OSB AG's liability shall be limited to the foreseeable loss typical of the relative type of contract. Claims based on lost profit, saved expenditure, third-party loss or indirect or consequential loss shall not be assertable, except where a guarantee provided by OSB AG is specifically aimed at protecting the Contractual Partner against such loss. Liability for the aforementioned cases shall be limited to the sum of the order total.

The above limitations shall not apply in cases of liability under the Produkthaftungsgesetz [Product Liability Act], in cases of liability based on a breach of material contractual duties or in cases of liability arising from mortal injury, physical harm or health damage.

Insofar as OSB AG's liability is excluded or limited, this shall also apply to the liability of its employees, representatives and authorised agents.

8. Retention of Title 

OSB AG shall retain title to all products delivered by it until all claims, including all outstanding open account balances, that OSB AG is entitled to against the Ordering Party now or in future, on any possible legal grounds, have been satisfied.

The Executive Board