§ 1 Scope of validity

1.1. The following Terms and Conditions set forth by the company ERO LICHTTECHNIK Rolofs GmbH – in the following, "Seller" – are considered accepted with regard to all deliveries and services performed by the seller, insofar as no special agreements to the contrary are made. We hereby object to any deviating conditions set forth by the buyer.

1.2. In a case of doubt, the following Terms and Conditions are considered accepted no later then upon the receipt of the goods.

1.3. In the event of repeat orders in the context of ongoing business relations, these current Terms and Conditions apply likewise to future transactions if they have not been disclosed to the buyer on a separate occasion prior to the initiation of each transaction.

§ 2 Formation of the contract

2.1. The seller's offerings are non-binding and subject to change.

2.2. The seller is authorised to accept orders received at his/her premises within a two-week period - by sending a written purchase order or by providing the service. Material to this rule is the time of the receipt of the order by the seller. After the elapse of a two-week period, the buyer is no longer bound to his/her proposal. If the seller sends a purchase order after the elapse of a two-week period, this shall be accepted separately by the buyer within a one-week period. The material time frame in this context is the receipt of the purchase order by the buyer.

2.3. Service obligations and the scope of service shall be stipulated by the purchase order. If the purchase order deviates from the order in terms of the indicated price or any other material conditional characteristics of the item, then a separate statement of acceptance from the buyer is required for the respective contract to be effectively concluded. This statement must be received by the seller within seven days of the receipt of the amended purchase order.

2.4. If (in the context of an order transacted via electronic means), the ordering party is an entrepreneur in the context of § 14 BGB, then the obligation to confirm the order in accordance with § 312e, Section 1 BGB is expressly ruled out.

2.5. The seller is entitled to provide partial service insofar as this measure is reasonable to the buyer.

§ 3 Price

3.1. With regard to the agreed purchase price, the purchase order is material to its validity. This price is specified as the gross price plus statutory VAT, ex works. Packaging, freight charges, postage, shipping charges and insurance shall be billed separately in accordance with the seller's specifications to this effect.

3.2. In the event of price changes after the fact due to circumstances beyond the seller's scope of influence, the seller is entitled to adjust the price to a reasonable extent.

4.1. The purchase price becomes due within 30 days of the receipt of the goods. Following the elapse of this deadline, the buyer automatically falls into arrears. The seller expressly reserves the right to assert damages due to delay towards the buyer. With regard to the delay, the applicable statutory provisions apply.

4.2. The seller is entitled to make the provision of said service contingent upon the payment of a sufficient security deposit/the putting up of sufficient collateral. This measure requires a separate agreement to be set forth in the respective contract.

4.3. The buyer can only offset such outstanding payments against the seller which are uncontested or have been stipulated in a final judgment.

§ 5 Risk assumption and delivery

5.1. If the goods are lost while in the safekeeping of a person charged with their delivery, the associated risk falls to the buyer. Even at this point, the seller already assigns to the buyer (in case of damage/loss) any claims against the person charged with such delivery.

5.2. If the buyer is an entrepreneur, shipments are made at his/her expense and his/her own risk.

5.3. If the buyer is in arrears with regard to the acceptance of the object/service, the seller shall only be liable to him/her for the loss of the goods in the event of malice and gross negligence. In the event of simple negligence, the seller is (regardless of the loss) entitled to demand the purchase price from the buyer. With regard to the delay in acceptance, a reference is hereby made to the legal provisions set forth in §§ 293 ff. BGB.

§ 6 Warranty on defects

6.1. If the buyer is an entrepreneur, he/she must inspect the goods immediately following their receipt to ensure that their condition meets the standards set forth in the contract. An issued notice of defects can only be considered if asserted in writing within seven (7) days of the receipt of the goods. The material time frame is the receipt of such notice of defects by the seller. If a defect only becomes apparent after the receipt of the goods, the entrepreneur is obligated to immediately report the defective quality of the goods to the seller (without culpatory hesitation). A notice of defects on any goods delivered which obviously do not meet the conditions of said contract can only be considered if issued to the seller immediately. For the rest, in the context of relations with entrepreneurs, the regulation set forth in §§ 373 ff. HGB apply. After the elapse of the aforementioned deadline, the entrepreneur is no longer entitled to the right to warranty of defects.

6.2. If the buyer is a consumer in the context of the German Civil Code, then the regulations on the warranty of defects set forth in §§ 437 ff. BGB apply. If the delivered goods are defective, then the buyer is entitled to at his/her own discretion demand either the remedy of the defect or the supply of an object which is free of defects. However, the seller is entitled to refuse the chosen means of subsequent fulfilment if this is associated with unreasonable expenditures on the seller's part. The buyer is only entitled to withdraw from the contract or reduce the purchase price if subsequent fulfilment remains fruitless in two concurrent instances.

6.3. The seller expressly indicates that the burden of proof regarding the presence of defects lies with the buyer, according to the statutory regulations on the warranty for defects. Due to the individual composition of the products offered by the seller (particularly the lack of workability following its first use), the seller expressly reserves the right to refuse the performance of subsequent fulfilment if the buyer fails to provide evidence of the presence of a defect in the context of § 434 BGB. The regulation set forth in § 476 BGB remains hereby unaffected.

6.4. The warranty period for used objects shall be shortened to one year. For used objects, no warranty is assumed towards an entrepreneur.

6.5. The condition of the object as greed between the parties to this purchase contract is based on the product descriptions handed out by the seller.

6.6. If the buyer is an entrepreneur, he/she waives all claims to compensation for damages – regardless of the associated legal grounds and particularly due to violations of obligations arising from the applicable legal context. Liability according to applicable statutory regulations remains hereby unaffected. The seller is liable to the entrepreneur as the buyer only for such statements made for his/her own purposes or expressly included in the contract.

§ 7 Retention of ownership

7.1. Until the proper receipt of all payments arising from the respective supply contract, the seller shall retain the ownership of the supplied object. If the buyer is an entrepreneur, the retention of ownership applies to all pending outstanding payments from this contract as well as from all past and future supply contracts.

7.2. The buyer is permitted to resell or process the supplied goods. In return, he/she shall assign to the seller even now all claims brought forth against third parties by him/her which have arisen from the re-sale or processing of said goods. In this context, it is immaterial whether the supplied products subject to such retention of ownership are re-sold without having been further processed or (if applicable) after their further processing. The seller authorises the buyer to collect any and all outstanding payments resulting from such re-sale or further processing. This right becomes null and void if the buyer fails to properly fulfil his/her payment obligations. The buyer is obligate to disclose to the seller all information required for the collection of the pending outstanding payment.

§ 8 Liability

8.1. The seller is only liable to an entrepreneur as the buyer according to the regulations set forth in the Product Liability Code – for the rest only insofar as the seller can be charged with malice or gross negligence.

§ 9 Additional rule applicable to distance selling contracts with consumers

9.1. If a buyer acts as a consumer of a telecommunications medium according to § 312 BGB, he/she is then entitled to revoke this contract within a two-week period according to the provisions set forth in §§ 355 ff BGB. For this purpose, the following advisory on the right to revocation applies:

Right to revocation

The buyer can revoke his/her contract declaration within two weeks without indicating the grounds of this decision, in text form (e.g., via letter, fax, e-mail or – if the object is handed over to the buyer prior to the expiry of the deadline – by returning the object.

This deadline begins to elapse upon the receipt of this advisory in text form. For compliance with said deadline, it is sufficient to promptly send the notice of revocation or return the object. The revocation must be addressed to:

ERO LICHTTECHNIK Rolofs GmbH

Industriegebiet Ost 1

Waldstraße 8

DE-48607 Ochtrup

GERMANY

9.2. In the event of revocation, the buyer is obligated to return the object to the seller, insofar as said object can be sent as a package. If the price of the object to be returned does not exceed an amount of 40.00 EUR, then the buyer bears the regular costs of the return delivery. The same applies if (in the event that the object's price is higher) the buyer has not yet provided the service in kind or made a partial payment at the time of said revocation – unless the delivered goods do not match the ordered goods.

Consequences of revocation

In the event of valid revocation of a contract, the services received by each of the parties shall be respectively returned- and if necessary, own benefits to be handed over accordingly. If the buyer is unable to return all or any part of the service received (or make this return only under conditions whereby the contract object is in an inferior condition, he must if necessary compensate the seller for the corresponding value. This does not apply to the allocation of material objects if the deterioration of said object is exclusively attributable to its inspection (as would have been possible, for instance, in a shop). Objects which can be sent as packages must be returned at the expense and risk of the seller. Any objects which cannot be sent as packages shall be picked up at the buyer's premises. Any obligations to the reimbursement of payments must be fulfilled within 30 days.

This period begins to elapse for the buyer upon the sending of the advisory on the right to revocation or the return of the object; for the seller, upon the receipt of said object.

§ 10 Legal venue / applicable law

10.1. The place of fulfilment and the legal venue is exclusively the seller's business headquarters, insofar as the buyer is a merchant, a legal entity in the context of public law or an entity operating with special assets under public law.

10.2. Material to all disputes which arise from these delivery and payment conditions or from the contracts concluded on the basis of said conditions is the law of the Federal Republic of Germany as duly applicable law, insofar as nothing to the contrary has been agreed.

§ 11 Data protection

In compliance with the Data Protection Code, customer data shall be stored in our EDP installations. We shall refrain from the illicit transmission to any third parties.

§ 12 Severability clause

If one or several provisions of these T&C should be wholly or partially ineffective, this circumstance shall not affect the validity of the remaining provisions.

Ochtrup, 01.04.2010