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General Delivery Conditions of
FEDERAL-MOGUL - 03/2006

1. General - Area of Application

1.1 Our General Delivery Conditions apply exclusively; General Terms and Conditions of Customer contradicting or deviating from our General Delivery Conditions are not acknowledged by us, unless we had expressly given our consent to their validity. General Terms and Conditions of Customer also do not apply in cases where at some time reference has been made to them and we did not contradict them or if we - being aware of contradicting or deviating conditions of Customer - fulfill the deliveries without reservation. These General Delivery Conditions apply to all, also future legal transactions of sale of goods, work- and service performances with us, including the phase of the preparation of contract. Already with our quotation or the answer to an inquiry our General Delivery Conditions are included in the legal relationship to Customer. Our General Delivery Conditions only apply towards enterprises in the sense of Section 14 German Civil Code, if the contract does belong to the operation of the enterprise.

1.2 "Customer" in the sense of these General Delivery Conditions is each buyer of our products, work- or service performances (hereinafter called "Products") based upon contractual agreement. Terms define primarily according to the definition of the respectively valid Technical Standards as DIN/ISO 8402.

1.3 All agreements made between us and Customer for the purpose of fulfillment of this contract are stipulated in this contract. Verbal side agreements do not exist.

1.4 We are entitled to process for our own purposes also the personal data originating from the business relationship. Customer is herewith informed of this pursuant to Sections 28 ff German Federal Law on Data Protection.

2. Quotations, Order

2.1 Our quotation remains without engagement until final order confirmation.

2.2 In case that the order of Customer is a binding quotation in the sense of Section 145 of the German Civil Code, we are entitled to accept this quotation within two weeks by sending an order confirmation or by delivering the ordered products to the Customer.

2.3 Each order applies only for the market for which it is destined according to expressly agreement. We have to be informed of the target market. In the event Customer may not deliver into a target country, e.g. based upon an embargo, he - upon our request - has to return to us the delivered products. A deviation hereof obligates Customer to compensation of the damage suffered by us.

2.4 In the event the order is based on product- and/or material specifications or reference is made to them, our respective work specifications applicable on these products and materials are binding. Upon request of Customer information is provided about them. In the event products deviating from the quotation specifications are approved by Customer, these are deemed as owed.
Further information, e.g. in brochures, pamphlets, catalogues, etc., will not become part of the contract unless expressly agreed upon. They do not contain any legally binding declarations and particularly do not constitute the acceptance of assured qualities, of otherwise independent assurances (guarantees) or definite action directives. This also applies for the use of standard- or conformity designations.

2.5 Only Customer exclusively decides in own responsibility on the applicability of the products to be delivered by us for the cases of application and design chosen by him. A purpose for use of our products destined by Customer shall only become content of contract if expressly agreed in writing. This also applies insofar as we were included by Customer in the development of the products created by him and perhaps cooperate thereby with advice and recommendations. In case of resale nobody is permitted to make further statements and specifications or undertakings without our written consent. Article 2.4 applies accordingly.

2.6 Customer solely decides about the readiness for putting our products in operation. In the relationship towards us the Customer is debarred from the objection that the delivery of products is not tested or is not sufficiently tested.

2.7 Customers assures the tracing back of the products delivered by us. Rights to refuse performance on the part of Customer are insofar excluded. We may request any time the evidence about the keeping of the documentation.

2.8 Customer has to point out to us the use of the products delivered by us as a part requiring safety or as a part requiring special documentation. He is liable to us for each damage originating from the non-fulfillment of this obligation. Our products may not be used in aviation or in nuclear plants without our written consent in advance.

2.9 We reserve all copyrights as well as all property rights on any illustrations, drawings, calculations and other documents, models or patterns. This also applies to such written documentation which are designated to be "confidential". Before handing them to third parties Customer needs our express written consent in advance as well as an expressly written agreement about all legal and commercial details.

3. Prices and Payment Conditions

3.1 Only prices confirmed by us are binding. In the event deliveries and partial deliveries are - as per agreement - carried out later than two months as of date of order confirmation and in case that we have meanwhile increased generally the sales price, we are entitled to increase the agreed price accordingly. Insofar as the order confirmation does not state otherwise, our prices are understood as "ex works" including loading at the factory, however, excluding packing, freight, transfer, insurance, customs, assembly and the respectively valid value added tax. The value added tax will be shown separately on the invoice on the date of invoicing in its legal amount.

3.2 Insofar as not stipulated otherwise our claims are due net within 30 days as of date of invoice. Discounts we only grant if so agreed. We may request payment in advance or security prior to delivery. In the event of default of Customer we are entitled to at least 8% per annum over and above the valid basic interest rate (Section 247 German Civil Code) on the date of maturity The assertion of indemnification is reserved.

3.3 Payments may only be made in the currency determined by us. All payment obligations resulting from the legal relationship with us are according to our option deemed to be agreed in EURO.

3.4 The acceptance of bills of exchange and cheques will only be effected after special agreement is concluded and only on account of payment. Discount and collection charges are to be borne by Customer.

3.5 The off-set by Customer against counterclaims is excluded, insofar as the counterclaim is not undisputed, has been legally condemned or is acknowledged by us. Customer is only entitled to exercise a right of retention insofar as his counterclaim is based upon the same legal relationship. Customer is not entitled to a right of retention because of partial performance pursuant to Section 320 Subsection 2 German Civil Code. The assignment or pledge of claims existing against us require our written consent.

3.6 The obligations of Customer arising from a contract concluded with us continue to be in force, if the
product manufactured by Customer becomes part of the product delivered by us and may not be marketed for reasons not within our responsibility.

4. Delivery Time and Default in Delivery

4.1 Keeping of the delivery time is subject to the timely supply of all documents, necessary authorizations and releases, especially of drawings by Customer as well as the abidance of the payment conditions and other obligations of the Customer. If these time limits are not fulfilled, they are prolonged accordingly; this does not apply, in case we are responsible for this delay.

4.2 In case of force majeure or other unforeseen, extraordinary circumstances and circumstances not due to anyone's fault (interruption of business, strike, lockout, interventions by authorities, difficulties in supplying energy, related or defective supply of raw material, semi-finished or finished products necessary for the production of the delivery items, etc.) the delivery time is extended by the duration of this impediment plus an appropriate setting up time if for this reason we are prevented from the timely fulfillment of our obligation. This also applies if these circumstances occur at our ancillary supplier. In important cases we will - as soon as possible - inform Customer of commencement and end of such circumstances. In the event the impediment lasts longer than six months we and Customer may withdraw from contract. In the event that due to the above described circumstances delivery or performance becomes impossible or unreasonable, then we are freed from the delivery obligation. In case the delivery time is extended or we will be freed from the delivery obligation, then Customer may not derive any claims for damage therefor. Insofar as we become freed from the delivery obligation we grant back any possible advanced performances of Customer.

4.3 In case that our delivery is on delay, the Customer may require - in case Customer can prove probable cause is under our sole responsibility , that a damage arose out of this delay - a lump-sum compensation for each completed week of the delay of 0,5 %, but at a maximum of 5 % of the price of that part of delivery that could not be brought into operation appropriately, if not proven that damage was lower.
Further compensation claims of Customer for delay of performance are excluded. This does not apply in case of damages to health, bodily injury or bodily injury followed by death based upon intention as well as gross negligence caused by us or our representatives or persons employed in the performance of our obligation.

4.4 The Customer is upon our request obliged to declare within an appropriate time frame, if he will still insist on delivery of the product despite the delay.

4.5 Unless otherwise agreed, work-contractual acceptance has to be carried out by Customer at our premises at Customer's cost. In case that Customer does not appear to the offered date of acceptance which has to be announced one week before in writing, the acceptance is deemed to be effected by our signature of the minutes of acceptance.

4.6 For deliveries of our products including logistic systems, e.g. just-in-time a written agreement is
required, in case of doubt.

4.7 The delivery time is deemed to be kept if the delivery item by the expiration date has left the factory or the distribution centre or the readiness for dispatch has been announced. This does not apply if by contract an acceptance is agreed or if an assembly obligation has been stipulated.

4.8 In the event that the dispatch of the delivery is delayed upon request of the Customer for more than 2 weeks after the agreed delivery time or, in case a fixed delivery time has not been agreed, after given notice of dispatch readiness, we are allowed to bill a storage charge amounting to 0,5 % per month eventually also pro rata temporis of the product price, however maximum 5 %. Customer is allowed to proof that we had no or a much lower damage. We are entitled to proof that higher damage occurred to us. We are also entitled after setting an appropriate time limit and its expiration and after adequate notification to dispose otherwise the products and eventually to deliver the product to the Customer after adequate prolonged time limit.

4.9 We are entitled at any time for the fulfillment of our delivery obligation to carry out a contractual delivery by an affiliated group, or to have manufactured the ordered product by an affiliated group.

5. Delivery, Transfer of Risk and Transportation.

5.1 Unless otherwise arising out of the order confirmation, the delivery term "ex works" is agreed.

5.2 Partial deliveries are permissible to a reasonable extent.

5.3 Latest after dispatch of the products, the transfer of risk, including the case of accidential loss, after delivery to the designated person in charge of the dispatch is passed to the Customer. In case that dispatch is delayed for reasons, the Customer is responsible for, the transfer of risk is passed on to the Customer on the date of readiness to dispatch. In case that an acceptance is necessary, this is the relevant point of time for the transfer of risk.

5.4 Packing and transportation means as well as dispatch may be chosen by us, insofar as Customer does not make a timely decision confirmed by us prior to expiration of the delivery time. The costs of the change are borne by Customer.

5.5 Upon request of Customer the shipment will - at his cost - be insured against theft, breakage, transportation, fire and water damages as well as against other risks that may be insured. The date of transfer of risk pursuant to Article 5.3 remains unaffected hereof.

6. Reservation of Ownership, Retention of title, Pledge

6.1 We reserve all right to property on the delivered products until we received all outstanding payments from the business relationship with Customer. During the existence of the retention of title the Customer is not allowed to pledge or to assign the products for security. In case of contrary action to contract, especially in case of delayed payment, we are entitled, after setting an adequate time limit, to take back the product. After taking back the product we are entitled to exploitation of the product, the revenues less disbursements will be deducted from the debts of Customer.

6.2 Customer is obligated to handle our products properly and to store them with appropriate care. Especially he is obligated to insure these at his own cost against fire, water and theft at replacement value. Replacement claims against insurer are to be assigned to us. We accept the assignment. Customer directs insurer to perform payment only to us. Insofar as maintenance and inspection work is necessary, Customer must have this carried out in time at its own cost.

6.3 In the event of pledges or other interference of third parties on our products Customer has to inform us in writing without delay, so that we may file action pursuant to Section 771 German Code of Civil Procedure. Customer has to take all measures necessary for annulment and defense of such interventions and claims and to support us in securing our rights in every manner, also in our name. Insofar as third parties are not in a position to restitute to us the court and out-of-court costs of an action pursuant to Section 771 German Code of Civil Procedure, Customer is liable for the loss arisen.

6.4 Customer is entitled to process our products within the outline of a proper business operation and/or to resell them, but only on condition that he will receive complete payment from his customer at the time of transfer of proprietary or under the reservation that proprietary will only be transferred to its customers after they have fulfilled their payment obligations; however already now the Customer assigns its receivables up to the final invoice amount of our receivables (including value added tax) that accrue by selling products to its Customers or third parties and independent of whether our products have been resold without or after further processing.
In cases in which between our Customer and its Customers a current account agreement in accordance with Section 355 German Commercial Code exists, the anticipated assigned claims also apply to the acknowledged balance as well in case of bankruptcy of its customer also on the existing "causal" balance. Customer remains authorized to collect these receivables even after assignment.
Our right to collect this receivable ourselves remains unaffected. As long as the Customer fulfills its payment obligations out of the revenues, is not in delay with payment and has not filed for bankruptcy or its payments are not suspended, we undertake not to collect the receivables. Should the Customer fail to fulfill its obligations as described before we can claim from Customer that all assigned claims and the debtors are named along with all details necessary for collection, the relevant documents are handed over and that debtors (third parties) are informed about the assignment. Assigned are herewith also all claims out of bills of exchange, that are drawn on base of the sale of our property (Customer bills of exchange). We may also claim at any time the hand-over of the bills of exchange and endorsement by the Customer. We are at any time entitled to notify to third parties of the above mentioned assignment. All assignments are accepted herewith.

6.5 The processing or transformation of our products by Customer is always carried out for us. In the event our product is processed with other products not belonging to us, then we acquire the co-ownership on the new product in the ratio of the value of our products (final invoice amount including value added tax) to the other processed products at the time of processing. For the product created due to processing the same applies as for products delivered under reservation of title.

6.6 For all claims arising from this contract we gain a right of retention or a contractual pledge on movable properties that are passed into our possession for the purpose of processing, repairs or other works.

6.7 We undertake to release the securities due to us upon request of Customer insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; it is our option to choose the securities to be released.

7. Liability for Defects

7.1 In the event the order is based on product- and/or material specifications or reference is made to them, our respective work specifications applicable on these products and materials names are binding. Upon request we will provide information to the Customer. The specifications fixed in this performance description assess concludingly the performance. In case that Customer approves products that differ to the order, these are deemed as owed.
Performance descriptions or references to norms labeling or conformity labeling contain in case of doubt no assumption of a guarantee by us. In case of doubt only expressly written declarations concerning the assumption of a guarantee are relevant.

7.2 Customer undertakes to inspect the delivered products immediately and to give notice of a defect in writing. Apparent defects have to be claimed to us in writing within 10 days after delivery by declaring its nature and extend, or, if this were not apparently detectable despite proper examination, within 10 days after its detection. In case Customer fails to give notice of a defect within this time limit, Customer shall not be entitled to claims and rights on these defects.

7.3 In case that our product shows a defect within the limitation period for its cause we are responsible at the time of transfer of risk, the Customer shall have at its own option the right to claim remedy by removal or replacement. In case of removal we are obliged to reimburse the proven expenses necessary arising from the purpose of removal. Especially transport and transportation charges, labour and material costs insofar as they are not increased due to the fact that they were transferred to a place different from the place of delivery, unless this transfer is in accordance with the specified use of this product.

7.4 In case the Customer claims a defect, Customer is obliged to immediately notify us at first of the defective products along with the corresponding complete documentation, any executed analysis of the Customer or information concerning maintenance, storing, application of any resources, handling and delivery of the relevant products. The Customer undertakes to grant us the possibility, to inspect the notified defect on its site.
It is the sole responsibility of Customer to hand to us accurate and complete order stipulations and the documents therefor. Drawings and technical stipulations or documentation handed over by Customer, without express written agreement with us, do not constitute any assured qualities or guaranteed
properties or otherwise extended basis for claims against us. Defects that appear due to processing or remedy or misuse of the Customer, wear and tear, we are not liable for.

7.5 In case the remedy fails due to our responsibility, the Customer is entitled at its choice to depreciate the remuneration or - in case that our breach of duty is essential - to withdraw from the contract.

7.6 In order to carry out all subsequent improvement and replacement deliveries deemed necessary to us in our fair judgement Customer has, after coordinating with us, to grant the necessary time and opportunity. Otherwise we are released from the damage consequences which would exist because of non-fulfillment. Also, in the event of considerable defects we are entitled to subsequent improvement or replacement delivery.

7.6 The statute of limitations for claims of defects terminates in one year. This does not apply in case of damages to health, bodily injury or bodily injury followed by death based upon intention as well as gross negligence caused by us or our representatives or persons employed in the performance of our obligation respectively as far as the law pursuant to Sections 438 I No. 2, 479 I, 634 a I No. 2 German Civil Code imperatively provides for longer time periods. The statute of limitations for work performance commences with the acceptance otherwise upon delivery of the products to customer.

7.7 Customer undertakes to keep sufficient insurance coverage against liability cases especially arising from liability with or without fault. Customer has to inform its insurer of the obligations from these conditions.

7.8 According to the legal stipulations we are liable insofar Customer asserts claims for damage or compensation claims for proven expenditures (hereinafter: damage compensation claims) based upon intention or gross negligence by us including those of intention or gross negligence of our representatives or persons employed in the performance of our obligation. In case of gross negligence the compensation for damages for the violation of an essential contractual duty is limited to the foreseeable, typical and proven damage.

7.9 According to the legal stipulations we are liable insofar as we have culpably breached an essential contractual obligation, in this case the liability is limited to the foreseeable, typical and proven damage.

7.10 Liability for culpable injury of life, body or health remains unaffected, this is also valid for the mandatory liability in accordance with the Product Liability Act.

7.11 Unless afore anything is stipulated to the contrary claims for damages or compensation claims for expenditures are excluded

8. Overall liability

8.1 Further claims for damage or compensation claims for expenditures of the Customer as described in Article 7 of these General Delivery Conditions - irrelevant for which reason, especially for the breach of an obligation out of the contract or out of tort - are excluded.

8.2 As far as our liability is excluded or limited this applies as well to the liability of our employees, staff members, representatives and persons employed in the performance of our obligation.

9. Tools and Inventor's Rights

9.1 Tools being manufactured in connection with the manufacture of our products for Customer and all rights therein and thereof, belong to us, irrespective of cost contribution by Customer. Each transfer of rights on them to Customer is excluded.

9.2 In the event of orders whose execution requires development work from us, Customer does not acquire an inventor's right in the developed objects or procedures, in our know-how as well as in the
equipment for the manufacture of these objects, also if he has contributed a part of the development and/or manufacturing costs. Rights pursuant to the Employee Invention Act remain unaffected

10. Confidentiality, Place of Performance, Place of Jurisdiction and Applicable Law

10.1 Customer agrees to treat confidentially knowledge and information from the business relationship with us which are not evident or have permissibly become evident. This also and especially applies to knowledge about our know-how and our manufacturing methods and procedures if he audits us or includes us in the co-development of his products. Customer agrees to impose these obligations as his own upon third parties included by him. Customer is liable to us for all damages arising from the violation of this obligation excluding the continuation of offense. The obligation to preservation of confidentiality is considered an independent legal duty after the termination of the business relationship with us.

10.2 Insofar nothing to the contrary is stipulated in the order confirmation place of performance for the delivery is the manufacturing factory, respectively our distribution centre. Place of performance for the payment is our business seat.

10.3 Provided that the Customer is merchant, our business location is the place of jurisdiction. However we are also entitled to sue the Customer at its business location as place of jurisdiction.

10.4 The laws of the Federal Republic of Germany apply. The United Nations Convention on Contracts for the International Sale of Goods (CISG) are herewith expressly excluded.

11. Concluding Terms

11.1 In the event orders and correspondence are not in German language, decisive for the interpretation of the contents of contract are in the first instance the documents in English language.

11.2 In the event that one or several stipulations of these General Delivery Conditions are or will become ineffective, then the effectiveness of the remaining stipulations will not be effected hereof. Customer is obligated to cooperate in the agreement of an effective stipulation as close as possible to the original one legally and economically.
Federal-Mogul Deva GmbH

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