Legal Documents of Loan Contract - DOC

							                                             01 July 2011




Tool Loan Contract N°

                    between




 Eissmann Automotive Deutschland GmbH
 Münsinger Strasse 150
 72574 Bad Urach
 Germany

  - hereinafter referred to as “EISSMANN”–




                       and



 firm




 - hereinafter referred to as “BORROWER” –




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                                                      §1

Subject of the Contract

(1) In order to make it possible for the BORROWER to produce parts that the BORROWER have to
produce because of orders made separately by EISSMANN, resp. that will be made by EISSMANN,
EISSMANN lends the BORROWER the following tools:


position         quantity          name                                   to be used for
1                1                 name of tool see enclosure 1.1         project see enclosure 1.1
                                   name of parts see enclosure 1.1        part number see encl. 1.1


- hereinafter referred to as “tool(s)” -

(2) If the producer or supplier of a tool is a third party, the approval of EISSMANN has to be obtained b
e f o r e placing the order with the third party and the name and address of the producer, resp.
supplier, has to be given to EISSMANN.



                                                      §2

Term of the Contract

(1) The contract comes into force on the 2011-07-01.

(2) The contract is entered into for an indefinite period of time. The tool loan contract ends – without
the need of a separate notice of termination – on the day on which the existing supplier relationship
between the contracting parties ends or on the day on which a basic agreement or another contract
made by the contracting parties ends. The contract ends, moreover, automatically at that moment
when, according to § 8 subparagraphs 2 and 3, EISSMANN reclaims the tool.



                                                      §3

Defects of the Tools

(1) The output quantity of each tool will be fixed in enclosure 1.1.

(2) The BORROWER has to inform EISSMANN immediately about any defects of the tool that will ruin
or reduce the efficiency of the supposed use according to § 4 subparagraph 1 of the contract
concerning the quantity resulting from subparagraph 1. Besides, the BORROWER has to inform
EISSMANN immediately, if one can observe that a tool will lose its suitability for the use according to
the contract as a result of abrasion in the near future.

(3) If the producer or supplier of the tool is a third party, the BORROWER is obliged to test the tool for
defects at the delivery and later in adequate intervals in a manner according to the legal provisions
and the respective contractual specifications or according to the standard business conditions of the
third party. The BORROWER has to give notice of defects immediately to the third party by presenting
the authorization added to this contract in enclosure 1, or to accept the tool, if there aren’t found any
defects after the testing at delivery. The BORROWER has to inform EISSMANN immediately about
the acceptance of the tool, resp. about the noticed defects. The BORROWER is not entitled to assert
any warranty claims in the name of EISSMANN. EISSMANN makes the documents available to the
BORROWER which are needed to fulfil the obligations regulated in subparagraph 1.


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(4) In case of litigation, the BORROWER has to prove the orderly fulfilment of the obligations taken
upon as regulated in subparagraphs 2 and 3.



                                                   §4

Contractual Use, Servicing, Maintenance, Liability

(1) The BORROWER is only entitled to use the loaned tools exclusively for the production of parts
ordered by EISSMANN (contractual use).

(2) The BORROWER is obliged to use the tools in an appropriate and professional manner, to care for
the tools properly, as well as to realize, or to arrange for the realization of, all necessary maintenance
and repair work immediately in an appropriate and professional manner and on his own account. The
BORROWER is obliged to arrange immediately for the repair or making of a replacement part for the
tools that abrade or cannot be used any longer because of other reasons before the output quantity as
specified in § 3 subparagraph 1 has been achieved.

(3) The BORROWER has to refrain from using and handling the tools in any other way that is not
regulated in subparagraphs 1 and 2. The BORROWER is not entitled to hand over the tools to a third
party. If EISSMANN, in a particular case, gives the permission to another use of the tools not included
in subparagraphs 1 and 2, the BORROWER shall be liable for all defects of the tools, even if these
have been caused accidentally or by force majeure, which arise in connection with this use.

(4) The liability of EISSMANN, as well as the liability of EISSMANN’s legal representatives and agents,
for defects – irrespective of the fact, if these defects depend on the contract or offence - which the
BORROWER sustains because of the tools and their use is restricted to the cases of intent and gross
negligence, as well as the culpable breach of essential contractual obligations (cardinal obligations). In
the case of intent and gross negligence, EISSMANN, as well as EISSMANN’s legal representatives
and agents, is liable in full. Besides, the liability of EISSMANN, as well as of EISSMANN’s legal
representatives and agents, is limited to the amount of the compensation of the damage which is
typical of the contract and foreseeable. If the risk of damage typical of the contract is covered by a
liability insurance made by EISSMANN, the liability of EISSMANN, as well as the liability of
EISSMANN’s legal representatives and agents, is limited to the amount covered by the indemnification
payments of the liability insurance. If the insurance carrier is free of payment, EISSMANN will offer her
own indemnification up to the amount insured in the case of the existence of the adequate conditions.



                                                   §5

Damage of Tools

(1) If a tool will be damaged, the BORROWER has to arrange for the repair or the making of a
replacement part on his own account immediately, irrespective of the cause for the damage.
The risk of the destruction and damage of the tools lies with the BORROWER – also if caused
accidentally or by force majeure. The BORROWER can only claim for a substitution of the costs for
the repair or making of a replacement part by EISSMANN, if EISSMANN is responsible for the cause
of the destruction or damage.

(2) If the BORROWER argues that the damage of the tool has been caused by a defect of quality, the
burden of proof lies with him.

(3) EISSMANN is entitled to the ownership of repaired, changed or replaced tools, as well as of all
objects connected with this, including special packing material, models, forms, casting, means of


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construction, assembly or production, as well as documents. The BORROWER alienates already with
this the ownership of the tools including all objects and documents to EISSMANN and keeps these
objects for EISSMANN free of charge. EISSMANN accepts this alienation of ownership. § 6 shall be
applied correspondingly.



                                                  §6

Ownership of the Tool(s)

(1) If the BORROWER orders a third party to produce a tool or buys a tool from a third party, he has to
ensure that in his contract with the third party concerning the production, resp. the purchase of the
tool, the following clause will be included:

“If the producer/seller agrees with the assignment of the tool only on condition that the tool is paid
completely, we only agree with this condition, if the producer/seller authorizes us to assign the tool,
which was assigned to us under reserve, to our client being free from any claims and rights of the
producer/seller or third parties. We already transfer our claim for reimbursement of the production
costs, resp. purchase price, against our client to the producer/seller for safety reasons on condition
that we are authorised to assign the tool to our client. We remain entitled to assert this claim. We
disagree with any reserve of current account regarding the extension of the retention of title of other
claims by the producer/seller against us.
Besides, EISSMANN and the BORROWER have already agreed upon the fact that the ownership of
the tool passes over to EISSMANN as soon as the BORROWER acquires the possession of the tool
from the third party.

(2) The BORROWER can only demand the reimbursement of the production costs, resp. the purchase
price, from EISSMANN versus the assignment of the tool being free from all claims and rights of third
parties. Therefore, the BORROWER especially proves to EISSMANN that the aforementioned clause
has been included effectively in the contract made between the BORROWER and the third party. The
BORROWER has to present EISSMANN a copy of the contract with the third party and the invoice of
the third party and has to inform EISSMANN immediately, when the third party delivered the tool to the
BORROWER. EISSMANN can also meet her obligations to reimburse the costs of the tool by paying
the costs of the tool to the amount agreed upon between the BORROWER and EISSMANN directly to
the third party. The following tools that are subject of this contract are bought by the BORROWER
from a third party who either produces these tools for the BORROWER or sells these tools to him:

name of tools: see enclosure 1.1.

(3) After the initial sample approval EISSMANN becomes owner of the following tools that are subject
of this contract:

name of tools: see enclosure 1.1.

(4) The BORROWER will mark all tools by attaching the name “OEM respective project” and the part
number, resp. drawing number. EISSMANN and the client are entitled to determine the type, size and
place where this shall be attached.

(5) All tools that belong to the ownership of EISSMANN or her clients shall not be mixed with other
possession of the BORROWER and shall be used exclusively for the production of the contractual
goods for EISSMANN. The BORROWER is not allowed to remove the tools without the written
consent of EISSMANN from his business premises (rooms and territory). EISSMANN is entitled to
enter the premises during working hours in order to control the tools and the orderly handling of them
by the BORROWER and to inspect the documentation concerning the tools.




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(6) If a creditor executes the right of enforcement against the BORROWER and the ownership of
EISSMANN or her clients, the BORROWER is obliged to inform EISSMAN about this immediately.
The same shall be applied, if insolvency proceedings are instituted concerning the property of the
BORROWER. The BORROWER bears the costs that will arise for EISSMANN on the occasion of the
protection of her rights.



                                                    §7

Security, Prevention of Accidents

(1) The BORROWER is obliged to handle the tools in such a way that they are no danger to a third
party.

(2) The BORROWER is liable for the observance of the regulations concerning the prevention of
accidents as demanded by the Trade Association.

(3) If any security defects arise at the tools or a remodelling becomes necessary because of
regulations concerning the prevention of accidents, the BORROWER has to inform immediately
EISSMANN about this.


                                                    §8

Return of tools, Reclaim

(1) At the termination of the contractual relationship, the BORROWER has to return the tools
immediately to EISSMANN on demand.

(2) EISSMANN is entitled to reclaim the tools from the BORROWER instantly, if the production of the
parts produced with these tools is stopped and/or if the output quantity named in § 3 subparagraph 1
is achieved. If several tools are subject of this contract and EISSMANN doesn’t reclaim all the tools,
the contract continues to be in force for the tools that haven’t been reclaimed.

(3) EISSMANN is further entitled to terminate this contract without giving notice for good reason and to
reclaim the tools. A good reason exists also,

(a) if the BORROWER becomes insolvent.

(b) if the BORROWER suffers a financial collapse (especially, if conciliation proceedings, insolvency
proceedings or a similar proceeding is instituted about his legal estate or if the institution of such a
proceeding is denied for lack of assets); if his business is liquidated; if he stops in any other form his
business activities which are relevant to the fulfilment of the contract or if he is not capable any more
to carry out his contractual obligations because of any other reason.

(c) if there are any changes concerning the ownership or management structure of the BORROWER;
in the case of a company, such a change is supposed to exist, if the change of the ownership amounts
to more than 20% of the capital; EISSMANN has to be informed immediately about any change of the
ownership or management structure.

(d) if the BORROWER doesn’t carry out a contractual obligation (including the obligations regulated in
the enclosures to this contract) or if he doesn’t carry out a contractual obligation of this contract within
60 days after having received a dissuasion, or if he doesn’t stop, resp. correct, his behaviour contrary
to the contract within this period.




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(e) – also without receiving a dissuasion– if the BORROWER once more infringes an important
obligation or

(f) – also without receiving a dissuasion or without a new infringement – if the continuation of the
contractual relationship is not possible any longer because of the behaviour of the BORROWER.

(4) The right of retention of the BORROWER, also one according to § 369 of the German commercial
code, doesn’t exist.

(5) Unless EISSMANN demands the return of the tools according to the specified conditions of this
contract, the BORROWER is obliged to keep the tools as well as all related objects (including
installations, test equipment and additional devices) and documents for a period of at least 15 years
after the termination of the serial production. During this period, the BORROWER will ensure that the
capability of using the tools will be maintained and will bear all the costs arising from the storing,
maintenance, servicing and insurance. The BORROWER will also ensure with the diligence of a
prudent businessman that the tools are prevented from damages by force majeure. Tools that are
damaged become useless or are destroyed without the fault of EISSMANN, have to be replaced by
the BORROWER at his own expense. The BORROWER is only allowed to scrap the tools after having
received the written consent of EISSMANN, even if the tools are already used up. This regulation shall
also be applicable to the period after the termination of the storing.

(6) The BORROWER will place the tools as well as all related objects and documents at EISSMANN’s
disposal, if EISSMANN requires this, and in the manner requested by EISSMANN. Thereby, the
BORROWER will observe all instructions given by EISSMANN concerning the preparation, packing
and shipping. All costs that arise from the shipping have to be paid by the BORROWER. The shipping
has to be carried out DDP (Incoterms 2000) at the expense of the BORROWER to the place of
destination named by EISSMANN.



                                                    §9

Final Provisions

(1) The place of jurisdiction is Bad Urach. But EISSMANN is as well entitled to appeal to the court that
has the jurisdiction over the headquarters of the BORROWER.

(2) Changes and/or supplements to the contract, as well as the termination of the contract or of parts
of the contract, have to be made in written from in order to come into force. This requirement can only
be renounced by making a written agreement that contains this renouncement explicitly.

(3) If any regulation of this contract or a regulation added later to this contract become invalid, wholly
or partially, the validity of the other regulations will not be affected by this. The same shall be applied,
if any gap concerning the regulations will be noticed. Instead of the ineffective regulation or in order to
fill in the gap, a regulation shall come into force that corresponds best to the legally permitted in
consideration of the commercial necessities or in the case of a gap, there shall be agreed upon a new
regulation that considers what both contracting parties would have intended in the scope of the sense
and purpose of this contract, if they have considered this point at the conclusion of the contract or at
the later addition of a regulation to the contract.

Bad Urach, 01.07.2011                                              , ______________________

Eissmann Automotive Deutschland GmbH



________________________________                           _________________________________


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                        Enclosure to Tool Loan Contract N°




Eissmann Automotive Deutschland GmbH, Münsinger Strasse 150, D-72574 Bad Urach



                                            gives to




                                               the




                                     AUTHORITY


to inform the respective producer about defects of tools consigned to the BORROWER and – at his
own risk and liability – to accept the tools.




Bad Urach, 01.07.2011


Eissmann Automotive Deutschland GmbH




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        Additional Terms and Conditions of the Ordering of Tools

                                       I. Specification of Tools

The tools shall be produced for us according to the specifications and the other conditions of the
delineation. The tools and all related objects and documents shall be given to us.

                                       II. Changes of the Tools

1. The contractor is obliged to realize changes on the tools to be produced as requested by us
   before the completion.

2. After the communication of our requested changes, the contractor will inform us, if and to what
   extent these requested changes decrease or increase the price of the tool to be produced
   (hereinafter referred to as price changes). In order to calculate the price changes, the contractor
   shall communicate to Eissmann the calculation broken down into expenditure of time, material
   usage and total costs. After receiving the information about the price changes, we will tell the
   contractor bindingly, if he should produce the tool with or without the changes in due time.

                                          III. Contract Penalty

In the case of a delivery delay, we are entitled to claim for a contract penalty amounting to 1.5% of the
value of the delivery agreed upon in the contract per week, but not more than 7.5%. We reserve the
right to assert further claims for damage.

                                      IV. First Sampling Report

At the presentation of samples without the first sampling report, we reserve the right to refuse the parts
or to make a first sampling report at the costs of the contractor.

The payment of the tools due together with the first samples will be delayed until the first sampling
report will be finished. The costs accrued from this to us will be subtracted from the payment of the
tools.

                                       V. Purchase Conditions

In addition to this, our purchase conditions shall be valid.


Bad Urach, 01.07.2011                                      _________________________________
                                                           place and date


Eissmann Automotive Deutschland GmbH                       _________________________________
                                                           name and position of the person who signs this declaration




                                                           _________________________________
                                                           stamp / signature




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