General Terms and Conditions AVMS GmbH

§1 Scope of application
The following terms and conditions apply to all contracts concluded by AVMS as the seller/lessor of the goods it sells and leases. Even if any conflicting general terms and conditions of the buyer exist, the terms and conditions of AVMS shall apply exclusively. No delivery, service or offer by AVMS shall be subject to terms and conditions other than its own. Acceptance of the goods sold/rented by AVMS shall always mean confirmation of the conditions set by AVMS.

§2 Conclusion of contract
The purchase contract or rental agreement shall only come into effect once a written order confirmation has been issued by AVMS. In the absence of such a confirmation, the aforementioned legal consequence shall take effect upon receipt of the goods and services supplied by AVMS without objection. Amendments and additions to the contract as well as collateral agreements and verbal agreements must be confirmed in writing by AVMS in order to be valid. This also applies to an agreement that concerns the waiver of the written form or these terms and conditions.

§3 Delivery
Quality and other specifications are subject to correct and timely delivery to AVMS. Changes in the import conditions created by the authorities shall entitle AVMS to withdraw from the contract. In the event of withdrawal for this reason, AVMS is obliged to conclude a new purchase contract with content adapted to the changed conditions at the request of the Buyer. AVMS is entitled to make partial deliveries. In particular in the event of force majeure, strikes, operational disruptions in our own company or at our suppliers, as well as transportation difficulties, we are entitled to withdraw from the contract. This shall not give rise to any claims for damages on the part of the buyer/renter. In the case of rental contracts, the lessee may not make the return of the rental object dependent on the assertion of a right of retention.

§4 Delivery period
Delivery periods and dates are non-binding. AVMS shall endeavor to carry out all deliveries at the agreed time. However, it shall not be liable for the consequences of circumstances for which it is negligently responsible or which occur as a result of the fault of vicarious agents. The agreed delivery time shall be deemed to have been met if the goods have left AVMS by the end of the delivery time or if the customer has been notified that the goods can be dispatched. The agreed delivery time shall also be extended by the period during which the Buyer is in default with his obligations under this or another contract. AVMS’s further rights with regard to the Buyer’s default shall remain unaffected. Delivery times shall commence on the day on which the order placement has been fully clarified technically, commercially and organizationally. General Terms and Conditions of Business of AVMS Germany as at December 2004 In the case of rental contracts, the rented item must be returned to AVMS in the condition in which it was accepted without any special request being made at the end of the contract. The rental object shall be handed over and returned at the AVMS business premises. In the event of late return, the lessee is obliged to pay the respective daily rental price for each day of delay without deduction of any discounts or term discounts. This does not exclude the assertion of further damages.

§5 Prices
All prices quoted by AVMS, including those in the order confirmation, are subject to change. Since 01.01.2002, all invoice amounts are shown in Euro currency. In the case of rental contracts, the prices in the rental contract are binding. The minimum rental period is one day. Unless otherwise agreed in the rental contract, the rental period begins when the rental item leaves the warehouse or is ready for collection and ends when it is actually returned to the warehouse. Costs for any transportation, assembly and dismantling work and operating personnel shall be charged separately, unless otherwise agreed in the rental contract.

§6 Special costs
If a delivery by AVMS cannot be made, cannot be made immediately or cannot be made in the simplest manner envisaged because the Buyer has issued instructions to the contrary, AVMS may demand an appropriate special cost surcharge in addition to the agreed purchase price, without stating the reason and amount in detail. Shipping and packaging costs shall be borne by the Buyer.

§7 Place of performance
The place of performance for the Buyer’s obligations is Berlin.

§8 Transfer of risk
The risk shall pass to the buyer/lessee as soon as the goods leave the AVMS warehouse for shipment to him. It is irrelevant whether the goods are handed over to the carrier, freight forwarder, dependent carrier or any other person designated for transportation and when this handover takes place. The goods shall be insured by the buyer against all risks associated with the shipment. In the case of rental agreements, the lessee shall pay compensation for any damage to or loss of the rented item, even if the lessee is not at fault (e.g. force majeure, theft, fire, water); if there is a dispute between the parties as to who is responsible for the deterioration or loss of the rented item, the burden of proof shall lie with the lessee. The liability for damages shall cover the direct material damage as well as the loss of rent until the rented item is replaced or repaired. Liability for the rented item shall commence upon collection from AVMS or upon delivery by AVMS and shall end upon return or after collection by AVMS. This shall also apply in the event that AVMS’s own or authorized personnel are on site to operate the equipment. This does not apply to damage to equipment or materials caused directly by AVMS personnel. The hirer undertakes to take out appropriate insurance for the duration of the rental agreement. If the rental object remains set up overnight during events, including events supervised by AVMS, the hirer is responsible for the proper guarding and insurance of the equipment. Any resulting costs for security personnel and insurance shall be borne by the hirer.

§9 Terms of payment
All invoices are to be paid net within 14 days of the invoice date upon receipt by AVMS. Partial deliveries and partial invoices are permitted. For deliveries abroad, payment must be made in EUR. AVMS reserves the right to make the first 3 deliveries only against advance payment, cash on receipt or corresponding security. The buyer has no right of retention or set-off after delivery has been made. In the event of late payment, the buyer/renter shall be charged interest at a rate of 8% above the prime rate in accordance with § 247 of the German Civil Code (BGB) from the 30th day after receipt of the invoice at the latest. The debtor shall be at liberty to prove that a significantly lower amount of interest has been incurred. Payments made shall be offset against older claims against the Buyer, even if payment is made for specific goods. If the Buyer is in arrears with any payments to AVMS or an affiliated company (õ 15 AktG), or if AVMS has doubts about the Buyer’s willingness or ability to pay for other reasons over which it has sole control, AVMS may make all agreed deliveries cash on delivery or demand payment in advance. Bills of exchange and checks shall only be accepted on account of payment. The buyer shall bear the costs of bills of exchange and discount charges. In the case of rental agreements, the renter waives the right to offset the rent claims of AVMS.

If the tenant is in arrears with payment of the rent despite a request for payment, AVMS may terminate the tenancy without notice. The tenant shall be in default of payment, without any notice of default being required, if the invoice(s) are not settled within 30 days of issue. The hirer hereby authorizes AVMS to have the rental object collected again at the expense of the hirer in the event of use contrary to the contract by the hirer or his vicarious agents or in the event of default of payment,
without the need for a court decision.
AVMS accepts no liability for any resulting liability or recourse claims by the hirer. In the case of rental agreements, AVMS is entitled to make the handover of the rental object dependent on the payment of an appropriate advance rental payment and a deposit. AVMS reserves the right to charge a cancellation fee in the event of withdrawal from the contract, which has been confirmed:
25% of the rental price from 30 days before the start of the rental period.
50% of the rental price from 14 days before the start of the rental period.
100% of the rental price from 7 days before the start of the rental period.
Goods purchased from AVMS can only be returned with the written consent of AVMS.
AVMS reserves the right to charge a cancellation and processing fee in this case.

§10 Retention of title
AVMS retains title to all goods delivered until all claims of AVMS have been settled in full by the Buyer. The Buyer shall be entitled to process and sell the goods owned by AVMS in the course of its normal business operations. However, he is not authorized to dispose of such goods in any other way – for example by pledging them or transferring them by way of security. He hereby assigns to AVMS in advance the claims to which he is entitled from the resale in full and with all ancillary rights by way of security until all claims arising from this business relationship have been fulfilled. The Buyer must inform AVMS immediately of all enforcement measures relating to the goods of AVMS in the possession of the Buyer. If the goods supplied by AVMS are mixed or combined with other items, the Buyer hereby assigns his ownership or co-ownership rights to the mixed stock or new items to AVMS and shall store them for AVMS with due commercial care. In the event of default in payment, the Buyer shall be obliged to inform AVMS of the names and addresses of the purchasers of the property goods on request and to notify the purchasers of the goods of this assignment. If the Buyer acts in breach of contract, in particular by defaulting on payment, AVMS shall be entitled to take back the goods subject to retention of title, whereby the costs of return transportation shall be borne by the Buyer. This repossession does not constitute a withdrawal from the contract. The lessor shall remain the unrestricted owner of all rented equipment and materials. Resale, transfer by way of security, pledging or other encumbrance of AVMS’s rented equipment is not permitted and is invalid vis-à-vis the lessor, and also applies to other transfers of use to third parties.

§11 Warranty
The goods must be inspected immediately upon arrival at their destination. The delivery shall be deemed to have been accepted if the Buyer has not notified AVMS in writing of any defects within 14 days of receipt at the destination. In the event of justified defects, AVMS shall provide a warranty by replacing the defective parts with new ones or repairing them at its own expense. Warranty services shall be provided at the factory; the Buyer shall be responsible for transportation. If the repair or replacement is unsuccessful, the buyer is entitled to choose between rescission or reduction. In the event of justified defects, the purchaser shall only be entitled to withhold payments to the extent that this corresponds to the amount of the anticipated costs of rectification. The warranty claims to which the Buyer is entitled shall expire 6 months after the date of delivery. AVMS’s warranty obligation shall also lapse if the Buyer fails to notify AVMS immediately of an obvious defect or a defect that has become obvious, or if he tampers with the delivery item himself. The liability of AVMS shall in any case be limited to the value of the individual delivery item. Any further claims, in particular for consequential damage, are expressly excluded. Furthermore, no liability is assumed for the usability of the delivered goods for a specific purpose. This also applies if AVMS has given the buyer any advice on the use of the goods. AVMS warrants that the rented equipment and devices are in working order and undertakes to keep them in working order during the rental period. If a part of the system or equipment is inoperable, AVMS must be given the opportunity to rectify the defect or provide another equivalent device or part of the system. If this is not possible, the lessee shall be released from paying the rental fee for this device or system component from the day on which he notifies AVMS of any defects in the system components and their
inoperability. The lessee shall be obliged to bring the equipment to the AVMS premises at his own expense for the purpose of repair or replacement. AVMS shall not be liable for any consequential damage or recourse claims arising from the inoperability of rented equipment. The renter shall be liable for all damage and costs arising from improper handling, incorrect use, theft or destruction, including by vicarious agents or third parties.

§12 Changes
AVMS reserves the right to make technical changes and improvements to the devices, accessories, materials and software and in this respect to deviate from offers and brochures.

§13 Right to use software
The delivery of software only includes the right to use it. Software is only supplied for the sole use of the purchaser. It may only be used on one computer system at a time. Interventions and modifications are only permitted with the approval of AVMS. AVMS accepts no liability for damage or loss resulting from the use of a program. AVMS accepts no liability for the error-free functioning of the software or the accuracy of the data. AVMS reserves the copyrights to software or program parts created by AVMS. The transfer of source code and software programs as part of services provided by AVMS shall not be deemed to have been agreed, unless otherwise stipulated in a service contract.

§14 Headings
Headings in these Terms and Conditions of Delivery are solely for the purpose of easier readability, but do not bindingly reflect the content of the following terms and conditions.

§Section 15 Severability clause
The invalidity of individual provisions in these Terms and Conditions of Delivery shall not render the entire contract invalid. AVMS undertakes to replace void clauses with agreements whose content comes as close as possible to the economic purpose pursued by the correct clause.

§Section 16 Applicable law and place of jurisdiction
This contract is subject to the law of the Federal Republic of Germany. The exclusive place of jurisdiction for all legal disputes between AVMS and its buyers/tenants is Berlin.

§17 Data protection
Supplier’s declaration: The personal data of the buyer arising in the course of the business relationship shall be stored at AVMS in compliance with the statutory provisions.