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					SIEMENS

             General Purchasing Terms and Conditions

 1.     Order

 1.1.     These Purchasing Terms and Conditions are exclusively valid for this
          order. Any deviation from these terms and conditions can be made only
          in the order or in a written agreement between the parties. The
          Business Terms and Conditions of the Seller do not apply to this order;
          refusal of these Purchasing Terms and Conditions by the Seller make
          the order of Siemens Engineering a.s. invalid.
 1.2.     The order drawn up by Siemens Engineering a.s. is obligatory only if
          sent to the Seller in writing (i.e. in writing, by fax, e-mail or EDI –
          Electronic Data Interchange).
 1.3.     The Seller must confirm the order to Siemens Engineering a.s. in writing
          within five days from the date of delivery, otherwise it is considered not
          received. Siemens Engineering a.s. reserves the right to cancel the
          order at any time prior to receiving confirmation.
 1.4.     Changes made to the order by the Seller are valid only if confirmed by
          Siemens Engineering a.s. in writing.

 2.     Delivery Terms and Conditions

 2.1.     The Seller shall deliver goods on the date of delivery or within the lead
          time to the place of delivery specified in the order. The lead time starts
          on the date of the order issue. The goods shall be delivered on a
          business day from 8:00 a.m. to 5:00 p.m. unless agreed otherwise.
 2.2.     Goods delivery delay results in cancellation of a purchase contract,
          unless Siemens Engineering a.s. extends the date of delivery or the
          lead time in writing. Partial performance is possible only after a written
          agreement of Siemens Engineering a.s.
 2.3.     Early performance is possible only with the consent of Siemens
          Engineering a.s. All legal consequences in all cases adhere to the
          agreed date (term of payment, guarantee, risk transfer etc.).
 2.4.     The Seller shall deliver the goods with paid expenses to the place of
          delivery at own cost and risk (in the Czech Republic the transport
          charges are paid and if shipped from abroad – DDP according to
          INCOTERMS 2000). Cash on deliveries shall not be accepted.
 2.5.     The goods must correspond to the general and special laws and
          regulations valid in the Czech Republic, e.g. Act on Protection of
          Employees, Act on Environmental Protection and also applying to
          accident prevention especially to electrotechnical safety regulations,
          ČSN (Czech Standards) and DIN (German Institute for Standardisation)
          as well as European Standards (EN). In particular it is always necessary
         to provide the latest valid technical version. The Seller undertakes to
         also adhere to dangerous goods shipping regulations and hazardous
         waste regulations as well as special storage and operation regulations
         and to inform Siemens Engineering a.s. in time.
2.6.     The Seller shall pack, label and prepare the goods for shipment in the
         standard manner and according to legal regulations of the Czech
         Republic. The Seller is obliged to remove and dispose the packaging at
         its own expenses and according to relevant legal regulations.
2.7.     The Seller shall enclose a certificate of delivery to the consignment,
         including all data from the order such as the order number, numbers of
         parts, goods identification, order item and number of customs and
         goods if delivered from European Union countries.
2.8.     When delivering technical equipment and appliances it is necessary to
         train operators and maintenance personnel of Siemens Engineering
         a.s., eventually customer’s personnel, free of charge. It is further
         necessary to provide assembly plans (including all connections,
         possible construction necessities etc.), data sheets, assembly
         instruction manual, processing, storage, operating and maintenance
         instructions, lists of spare parts and the parts liable to wear and tear, CE
         conformity declaration, respectively notice of specialities of the subject
         matter of delivery. Descriptions must be provided in the Czech language
         (also for deliveries from abroad). Regulations and operating instructions
         must be provided in two copies in the Czech language and by request of
         Siemens Engineering a.s. also in other languages.

3.     Price of goods, terms of payment

3.1.     The price is fixed, including all costs free of VAT with payment within 90
         days after receipt of an invoice. The Seller shall provide a 3% discount if
         paid within 45 days after receipt of the invoice.
3.2.     The invoice maturity is observed provided that Siemens Engineering
         a.s. presents a credit transfer or pays cash. The place of payment
         delivery is the registered office of Siemens Engineering a.s.
3.3.     The invoice must contain all data defined by law for a tax certificate,
         order number, all information on the goods as itemised in the order
         (amount, weight, number of pieces), including an appropriate price and
         total price of goods in their full amount and after any discount (3.1.),
         otherwise Siemens Engineering a.s. is entitled to return the invoice. The
         Seller shall send the invoice in two copies to the address of Siemens
         Engineering a.s. stated in the order.
3.4.     Should Siemens Engineering a.s. be in delay with payment, it shall pay
         to the Seller a delay charge of 0.03% from the unpaid sum for every day
         of delay.

4.     Defects of goods, quality guarantee

4.1.     The Seller provides a guarantee for the quality of the goods of at least
         three years (or longer if the law or contract so requires). The Seller is
          responsible for the design, structure, expediency and technique of
          goods production to meet the latest science and technology and that
          only convenient and first class material is used, and that the subject
          matter of the order is suitable for the purpose of use.
4.2.      Siemens Engineering a.s. is entitled to complain of any defects of the
          goods at any time during the guarantee period and can select the form
          of claim resulting from a detected goods defect.
4.3.      The Seller is responsible for making sure the goods have no legal
          defects. Should foreign laws be infringed in connection with the ordered
          goods, the Seller is obliged to take all the necessary steps to ensure
          that Siemens Engineering a.s. is not sued or does not suffer a loss. The
          Seller shall pay for any possible loss.
4.4.      The guarantee period starts by acceptance of the goods by Siemens
          Engineering a.s., the customer. Once the claimed defects are rectified a
          new guarantee period shall apply to the claimed defects. Should a
          dispute occur between the parties, whether the defect occurs within the
          guarantee period or not, the Seller undertakes to rectify the existing
          defect temporarily at its own expense until such time when it is
          explained whether the defect is subject to the guarantee or not.

5.     Penalties, contract termination

5.1.      Should the Seller be in delay with execution of the contract, it is obliged
          to pay a penalty of 0.5% from the price of goods for every day of delay.
          Payment of the penalty does not affect the right to compensation which
          is paid individually and independently of the penalty.
5.2.      The Seller is obliged to adopt all actions to prevent a loss occurrence
          and to inform Siemens Engineering a.s. in writing about the imminent
          danger. The Seller is fully responsible for all losses incurred by the
          Seller directly or indirectly in connection with the goods and its use.
5.3.      Should there be a risk of bankruptcy or should a court decide to issue a
          bankruptcy order on the Seller or should the bankruptcy decision be
          rejected due to the Seller’s lack of assets or shall the Supplier go
          bankrupt or shall the proprietary structure of the Seller change, Siemens
          Engineering a.s. is entitled to rescind the contract. In such a case the
          legal consequences apply in like manner as in the event of rescission of
          a contract due to fundamental breach.

6.     Reservation of title, transfer of title

6.1.      All deliveries of the Seller must be provided without the reservation of
          title or titles of third parties. Such a reservation of a title is null and void
          even without the express objection of Siemens Engineering a.s.
6.2.      Receivables of the Seller for Siemens Engineering a.s. in terms of this
          contract relation may be assigned only with an express previous written
          consent of Siemens Engineering a.s.
6.3.      The Seller must not transfer its contractual rights and duties to third
          parties without the express consent of Siemens Engineering a.s.
7.     General provisions

7.1.     The Seller is obliged to inform of a change of address immediately and
         in the form of a registered letter. Any declarations sent to the old
         address are considered to be valid until the notice of the new address,
         applies.
7.2.     Should any provision of this contract be or become ineffective or should
         the contract be incomplete, the remaining content shall remain
         unaffected. The ineffective provision shall be replaced with such a
         provision that comes closest to the sense of the ineffective one in legal
         and effective terms. Any loopholes in the contract shall be filled in like
         manner.
7.3.     All disputes arising on the basis of this contract shall be decided at the
         court of local jurisdiction in Prague 4.
7.4.     These General Purchasing Terms and Conditions apply mutatis
         mutandis to the legal relations which are governed by the arrangement
         applying to a contract for work (Section 536 to 565 of the Commercial
         Code). In such a case the seller in the text of the order as well as in
         these General Purchasing Terms and Conditions shall be deemed to be
         the Seller.
7.5.     This contract shall be governed solely by the law of the Czech Republic.
         The application of OSN conventions regarding contracts for international
         purchase of goods is excluded.
7.6.     Contract performance on the part of Siemens Engineering a.s. comes
         with the reservation that no barriers based on national or international
         trade regulations and/or on the basis of embargoes (or other sanctions)
         shall occur. Siemens Engineering a.s. is not obliged to pay the loss
         caused herewith.

8.     Special provisions

8.1.     The Seller undertakes to meet the principles and requirements of the
         “Code of Conduct for Siemens Suppliers” in Annex No. 2 (hereinafter
         referred to as the “Code of Conduct”),
8.2.     The Seller is obliged to provide Siemens Engineering a.s. with i)
         information written on a form of Siemens Engineering a.s. or ii) a written
         report describing the actions taken or to be taken by the Seller to secure
         requirements stated in the Code of Conduct once a year at most in
         accordance with its own judgement and by the request of Siemens
         Engineering a.s., which shall be agreed by Siemens Engineering a.s.
8.3.     Siemens Engineering a.s. and its representative and/or an authorised
         third party accepted by the Seller are entitled (but not obliged) to check
         adherence to duties defined in the “Code of Conduct by the Seller,
         including in the Seller’s premises. The inspection can be carried out
         only on the basis of a previous written notice on part of Siemens
         Engineering a.s. during normal working hours and according to valid
         legal measures for data protection. This inspection must not
         inadequately limit the Seller’s business activities or disturb the Seller’s
          contractual obligations related to information confidentiality towards third
          parties. The Seller undertakes to provide adequate cooperation during
          the inspection. Each party pays its own costs spent in connection with
          this inspection.
8.4.      Regardless of other rights pertaining to Siemens Engineering a.s. under
          this contract and without responsibility to the Seller, Siemens
          Engineering a.s. is entitled to rescind the contract in writing and/or
          cancel the order based on this contract with the validity as stated in a
          letter, if the Seller i) fundamentally breaches the rules resulting from the
          “Code of Conduct” or ii) inadequately obstructs an audit as performed
          under paragraph 8.3.
8.5.      Fundamental breach of the Code of Conduct is especially child labour,
          corrupt practices, bribing and breaching of the requirements of the
          environmental protection policy as part of the Code of Conduct.
          Siemens Engineering a.s. is entitled to rescind the contract after a vain
          expiry of the additional period provided to the Seller for rectifying cases
          of a breach of the Code of Conduct. The previous sentence is not
          applied to cases of malicious breach of the Code of Conduct related to
          child labour and/or breach of the environmental protection requirements.

9.     Export control and foreign trade data

9.1.      In relation to the delivered products and provided services the Seller is
          obliged to adhere to all applicable provisions of appropriate national
          legal regulations and international law related to export control, customs
          or related taxes and charges and the international trade law (hereinafter
          referred to in summarised form as “INTERNATIONAL TRADE LAW”).
          The Seller is also obliged to provide the necessary export licenses or
          permits, unless Siemens Engineering a.s. or a third party, not the Seller,
          is obliged to apply for these licenses or permits according to applicable
          provision of the INTERNATIONAL TRADE LAW.
9.2.      The Seller is obliged to immediately, however by the settlement date at
          the latest, provide Siemens Engineering a.s. in writing with all data and
          information necessary for Siemens Engineering a.s. to be able to
          adhere to all applicable provisions of the INTERNATIONAL TRADE
          LAW that can relate to export, import or (in case of further sale) reexport
          of appropriate products or services. For every product or service the
          Seller is obliged to provide Siemens Engineering a.s. especially with:

             −      “Export Control Classification Number” according to “U.S.
                    Commerce Control List” (ECCN) in case the goods are
                    subject to “U.S. Export Administration Regulations”;

             −      all export numbers, especially all AL numbers according to
                    Community Regulations in case the goods are listed in Annex
                    No. 1 of EC Council Regulation No. 1183/2007;
              −     statistical goods number according to the valid goods
                    classification of international trade statistics and harmonized
                    system codes;

              −     information on the country of origin (in case of non-preference
                    origin);

              −     declaration of the Seller regarding the preference origin of
                    goods (in case of European sellers) or preference certificate
                    (in case of non-European sellers) if requested by Siemens
                    Engineering a.s.

                        (hereinafter referred to in summarised form as “DATA”)

  9.3.     Should there be any changes made to the origin or properties of
           products or services and/or changes to applicable provisions of the
           INTERNATIONAL TRADE LAW, the Seller is obliged to immediately,
           however at the latest within the settlement date, update DATA and to
           provide these DATA to Siemens Engineering a.s. in writing. The Seller
           undertakes to pay Siemens Engineering a.s. all costs or other loss that
           would occur due to incompleteness or incorrectness of the provided
           DATA.

In Prague on 15 September 2008

				
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