General supply and payment conditions fort he company Wings Professional GmbH

I. Contract assignment and confirmation of order
1) A contract is only considered accepted if it is confirmed by us in writing. The same applies to telegraphic, phone and oral statements of agreement and confirmation. Our representatives possess neither the authorisation to conclude a contract nor the authorisation to collect on a contract, nor the power to stipulate amendments to the sales and supply conditions. Material to the scope of service is solely our order confirmation in addition to our corresponding contract specifications current at the time of the conclusion of the contract – which have been submitted here.

2) The ordering party's own general contractual conditions variant from our own do not apply here, even if we do not contradict them or have not contradicted them beforehand.

3) By the assignment of contracts, the ordering parties acknowledge our supply and payment conditions.

4) It is agreed that the conditions also apply to transactions of the same or a similar type. This provision applies particularly to the circumstance that in the course of the performance of the work described on the reverse page, an extension of the contract becomes necessary.

5) The ordering party must compare the drawings submitted to him to enable the performance of the supplied work immediately upon receipt in all aspects, particularly the dimensions, and compare these to the local construction measures. Any inconsistencies detected during this check, also those which compare to the contract specifications must be reported to us immediately, in writing. If the principal refrains from providing to us this information, he will be solely responsible for bearing all consequences which arise from these inconsistencies.

II. Price and payment conditions
1) The prices indicated in the proposals are merely orientation prices. Contracts for which no expressly fixed prices are agreed upon will be billed at the prices applicable and current as of the day of the supply of services. The prices are considered "free site"; however, not including packaging and transport ort he risk involved in transport. The goods and services will be calculated/billed in EURO, and apply fort he proposed and/or calculated quantities. Any expenses/services not included in the contract specifications, separate delays etc. do not fall under this amount due, but are to be billed and paid according to the time involved, at an appropriate amount.

2) The payments are to be made in cash without deduction, independent of the receipt of the goods and regardless of the applicable right to reprove deficiencies, as well as without consideration of the performance (in terms of time) of any undertaken assembly services, within 10 days after the receipt of the bill. The bills are drafted upon readiness for sending. Any interest levied by the bank will be calculated from the due date of the bill amount. Any deductions based on a cash discount require our prior written consent. If nothing to the contrary has been agreed, the following payment condition apply:
For contracts with a total value of more than € 3,000.00:
1/3 becomes due upon contract assignment,
1/3 becomes due upon delivery and/or readiness to assemble,
the remainder becomes due following the assembly and/or acceptance and drafting of the bill within ten days. For "on-call" contracts, the bill will be issued on the agreed "on-call" date, regardless of whether or not the delivery is also made on this date; this also does not influence the due date of the bill amount.

3) The acceptance of drafts or cheques only occurs for payment purposes; we have no obligation to accept these.
In the event of acceptance, the discount and any other out-of-pocket expenses become payable by the ordering party. If a draft is not discounted or not redeemed promptly, the entire remainder of our receivable becomes due and payable.

4) If facts become known to us which render the ordering party's solvency questionable, or he falls into arrears for more than two weeks with an instalment payment, the entire remainder of our receivable becomes due and payable, even insofar as we have accepted drafts.
In addition, we are entitled to withdraw from the contract insofar as it has not yet been fulfilled.

5) In the event of the overshoot of a payment date, with reservation of the assertion of other rights, interest and fees will be levied on the amount due in accordance with the standard bank interests rates for short-term loans (minimum interest rate: 5% above the respective discounted rate charged by the Bundesbank (German Central Bank).

6) The ordering party is not entitled to a right of retention unless the retained obligations arose from the same contractual relationship as the counter-claims due to which a right of retention is exercised. Such claims can only be offset against payable which are uncontested by us or which have been determined in a final judgment.

III. Delivery period
1) The delivery period is always approximate and therefore non-binding, unless a fixed deadline is expressly agreed upon. Such an agreed delivery period begins as soon as all technical details for the performance of work are clarified and an instalment agreed upon with the ordering party has been received by us.

2) the delivery period is extended appropriately in events involving strike, lockout, interference with operations and force majeure, along with obstructions for which we bear no responsibility. In such cases, we are also authorised to refuse the service in whole or in part, without the ordering party being able to assert a claim to damages compensation or request subsequent delivery.

3) If the ordering party does not accept our services after three deadline proposals made by us and following the elapse of six months from the issue date of the order confirmation, we are entitled to withdraw from the contract following the allowance of a grace period of at least one week, and to demand a flat-rate damages compensation amount of EUR 1,500.00 plus VAT - unless the ordering party provides evidence to us that damages suffered by us were less than this amount. The same applies when the ordering party does not fulfil his obligation to co-operation and we have demanded that he do so within an appropriate period The assertion of further damages by us remains unaffected by this circumstance.

4) If the delivery is delayed due to our own fault, the ordering party can, following the elapse of a subsequent deadline imposed upon us (at least six weeks) withdraw from the contract. This subsequent deadline begins with the receipt of the notification addressed to us. The assertion of damages claims is excluded unless evidence is given of our malicious intent or gross negligence. If there are delays in assembly work, delivery or service on grounds for which we bear no responsibility, the costs incurred by us as a result – including the delay times applicable to assembly workers and their daily wage, along with any out-of-pocket expenses and vehicle costs are to be compensated.

IV. Compensation in the event of the non-fulfilment of the contract
If the contract is not fulfilled by the ordering party, we are authorised to withdraw from the contract instead of fulfilment. In this case, the ordering party is obligated to pay compensation to us for the costs incurred in the context of planning, the processing preparation for wages and material, as well as – for miscellaneous expenses and as lost earnings - 25% of the total price of the contract without itemised verification, unless the ordering party provides evidence to us that damages suffered by us were less than this amount. The assertion of a higher amount is not ruled out by this circumstance.

V. Warranty and reproof of defects
1) We warrant to supply and install the services/products agreed upon by contract – in the context of the typically applicable margins of error.

2) For deficiencies and the lack of assured properties, we will safeguard – in the event of guarantee acceptances in the context of the scope designated in the guarantee certificate and on the conditions described therein, as follows:

3) For founded deficiencies which have been verified promptly and properly – which also includes the lack of assured properties, we are obligated to properly produce the service agreed by the contract as quickly as possible. We are liable for subsequent damages in the context of the company liability insurance taken out by us.
We are hereby obligated insofar to maintain this insurance coverage. Further claims on the part of the ordering party – also those which arise from other legal grounds than warranty – such as i.e., positive contract violation, illicit claims, claims from property etc. are ruled out unless the ordering party gives evidence of our malicious intent or gross negligence. In the vent that a subsequent remedy is impossible for us due to grounds initiated by us, the ordering party has the right to demand a reduction of the compensation.

4) The defective parts, along with other exhibits of evidence, are to be kept by the ordering party and made available to us for verification. In the event of any violations of this provision, the warranty claim expires.

5) Immaterial defects such as those which can only be eliminated at an unreasonable cost do not entitle to the refusal of acceptance. The rights of the ordering party are limited, in this case, to a reduction of the compensation.

6) Any defects are to be reported to us in writing within an exclusion period of one month after the end of the work. Following the elapse of this period, claims arising from defects are ruled out unless the reproved defect was not obvious. All claims – also insofar as these are not founded in the right to a warranty - such as i.e., positive contract violation, illicit claims, claims from property etc. are subject to a statute of limitations which elapses within the same period as the claim arising from the warranty right.

7) Any objections to order confirmations and invoices must occur within 14 days, in writing.

8) Errors which can be attributed to an improper extent of co-operation on the part of the ordering party (i.e., erroneous dimension specifications etc.) do not result in any obligation on our part. Rather, the ordering party must compensate us for any damages sustained by us as a result of this information.

VI. Assembly and service provision
1) The ordering party declares its consent to the stipulation that persons assigned by us to perform the work, and the respective vehicles, may drive onto the premises and access these premises on which the work must be performed.

2) When the ordering party intends to have the assembly work performed by us, a separate assembly agreement must be made according to the respectively valid assembly conditions. The technical requirements of assembly work must be fulfilled by the principal – i.e., the availability of a required and regulations-compliant scaffolding to enable flawless work. Means of fixture or foundations must be available, according to the requirements dictated by a certain design at issue. Work outside the scope of our specialty- such as masonry, channel-cutting, drilling, welding, supplementary plastering and also sealing work are to be performed by the ordering party. The respective time period must be co-ordinated with the supply of our services. For interruptions in the assembly work caused by the awarding authority – and the associated need for assembly workers to return to the site – are billed to the incurred costs. If the ordering party performs the assembly himself, he is then notified of the necessity of compliance with the assembly instructions.

3) Following the completion of the work, the ability of its acceptance will be indicated by us. Then, the ordering party must accept the work performed by us. If he does not respond to this request within a period of 14 days, the services provided by us are considered accepted.

VII. Retention of ownership
1) Until the fulfilments of all obligations undertaken by the ordering party as indicated in the supply contract, we retain the ownership of the delivered goods. The ordering party may only sell or process these goods in the context of proper business dealings.

2) The ordering party may neither pledge nor transfer as collateral goods belonging to us. The ordering party must notify us immediately of a pledge or any other interference with our rights by third parties.

3) In the event of re-sale, the ordering party hereby cedes the claims to which he is entitled (towards his purchaser – including all ancillary rights) – to us. In the event of delay, we are authorised to report this cession to the ordering party's purchaser. Payments by his purchasers which are received after the due date of our amount payable for the ordering party, the latter must pay this amount payable and/or its remainder within 24 hours of receipt. In the event of delay, the ordering party is obligated to hand over to us the documentation necessary for the collection of the amount payable.

4) If objects supplied by us become a material part of an object of property or a building, the ordering party authorises us to remove these objects in the event of delayed payment. The permission is hereby granted to us to take the necessary actions and measures to pursue and enforce the retention of ownership, particularly access to the property.

5) The costs incurred by us as a result of the pursuit and enforcement of ownership-retention claims (wage, material and transport costs) must be borne by the ordering party, insofar as he was in arrears at the time of the performance of these enforcement measures. In addition, any lost value on the supplies installations must be compensated to us.

VIII. Place of fulfilment and jurisdiction
Hamburg is agreed upon as the place of jurisdiction, also for the dunning procedure, insofar as the ordering party is a legal entity according to public law (or transacts in separate assets/special property according to public law or is a merchant – however, not a non-registered merchant - or the ordering party as no general national jurisdiction.

Lübeck, 01.08.2001

Maintenance and care guidelines for glare- and heat-protection systems made by Wings Professional GmbH

In accordance with the liability on the part of the manufacturer as defined in the Product Liability (§ 4 Product Liability Code) for its products, the following information must be heeded. Non-compliance releases the manufacturer from its liability obligation.

1. The glare protection system may only be used for its intended use.
This system must be properly assembled by a specialised company. Improper use must absolutely be avoided, since this can lead to hazards. Improper use applies particularly to situations in which the system, primarily the blades and consoles, are loaded with a higher ultimate load than that which is intended by the system components and/or when additional load affects the system , when improper assembly has taken place and/or insufficient reinforcements are in place, and/or if modifications are made which have not been co-ordinated in advance with the manufacturer, particularly aggressive media affect the structure or improperly excessive impact or fall loads affect the stability.

2. Maintenance and upkeep
All cleaning must take place in accordance with the guidelines set forth by the Gemeinschaft für die Reinigung von Metallfassaden e.V. (GRM, Association for the Cleaning of Metal Fronts, an incorporated society).
Only those maintenance and upkeep agents may be used which do not interfere with the system's anti-corrosion and anti-wear properties. (for instance, do not use substances which contain tensides).
The glare-protection installations are designed for normal snow loads in accordance with DIN 1055 Section 5. Snow accumulation (snowdrifts, snow-sack formations) and ice formation on the glare- protection must be prevented or at least removed.

3. Repairs
Any necessary repairs must be performed by the Wings Professional GmbH or by specialists with authorisation from the Wings Professional GmbH.

Lübeck, 01.08.2001