General Terms and Conditions of Sale of Bircher Reglomat AG


1. General

1.1. Contracts shall be final on receipt of a written confirmation from Bircher Reglomat AG that the
       order has been accepted (confirmation of order) or of the purchaser’s written statement that
       he accepts the quotation of Bircher Reglomat AG.

1.2. These General Terms and Conditions of Sale shall be binding subject to being confirmed as
       applicable in the quotation or a confirmation of order and having been handed over to the
       purchaser.

       The purchaser explicitly waives the application of his own General Terms and Conditions,
       General Terms and Conditions of Sale or any other preformatted contract conditions.

1.3. In order to be valid, any agreements and material statements by the Parties hereto shall be
      made in writing. Statements in the form of written texts, transmitted or recorded by electronic
      means, shall be equal to the written form subject to having been specifically agreed between
       the Parties hereto.

1.4. Should one of the provisions of these General Terms and Conditions of Sale become fully or
       partly ineffective, the Parties hereto agree to replace the said provision by a new provision
       being equal in legal and financial effect, where possible.

1.5. In addition to the original German version, these General Terms and Conditions of Sale are
      also available as an English translation. Should general variations be found, the German
      version shall prevail.


2. Quotations and Signature of Contracts

2.1. A contract shall be deemed to have been signed subject to Bircher Reglomat AG having
      confirmed acceptance in writing after receipt of the order.

2.2. Quotations shall be binding subject to para. 6 subpara. 2 for the period of acceptance stated
       in the quotation. This shall apply to written quotations only. Quotations in which no period of
       acceptance is stated shall not be binding.


3. Scope of Supplies

3.1. The scope and completion of supplies and services shall be based on the confirmation of
       order. Material or services not included therein shall be charged extra.

3.2. In principle, the supplier reserves the right to change designs and make technical
       modifications.


4. Technical Documentation

4.1. Leaflets and catalogues shall not be binding without any reference to some other agreement.
       The contents of product data sheets shall only be binding as and when explicitly assured.  

4.2. Bircher Reglomat AG reserves all rights to technical documentation handed over to the
       purchaser. The purchaser acknowledges these rights and agrees not to make such
       documentation accessible to third parties without the written approval of Bircher Reglomat
       AG or use it for any other purposes than those for which it has been handed over.

4.3. Should no order result, all documentation shall be returned to Bircher Reglomat AG on
       request.


5. Regulations in the Country of Destination

5.1. The purchaser shall notify Bircher Reglo-mat AG by the point in time when an order is placed
       of any legal, official and other regulations and standards associated with effecting supplies
       and rendering services, operation and Health and Safety provisions.

5.2. Unless otherwise agreed, supplies and services comply with the regulations and standards
       applicable to the purchaser’s domicile, which have been notified to the supplier in
       compliance with para. 5.1.


6. Prices

6.1. Unless otherwise agreed, prices of Bircher Reglomat AG shall be quoted net ex works
       CH-8222 Beringen, Switzerland in Swiss Francs, excluding packaging, transport, insurance,
       general taxes, certification, customs fees, assembly, installation and commissioning.


6.2. Should in exceptional cases prices be agreed in any other currency than Swiss Francs,
       Bircher Reglomat AG shall be entitled to adjust prices, should the rate of exchange of any
       currency agreed vary upwards by more than 1.5 % for Swiss Francs. Prices shall be based
       on the rate of exchange agreed. Should no base rate of exchange be agreed in error, the rate
       of exchange (of foreign currencies, buying rate) valid at the time at which the quotation has
       been accepted by the purchaser shall apply.


7. Terms of Payment

7.1. Payment of the purchasing price shall be due as follows:
a)    30 days net after notification of readiness for shipment and invoicing.

b)    For exports, Bircher Reglomat AG shall be entitled to demand payment by irrevocable letter of
       credit, confirmed by a Swiss bank designated by Bircher Reglomat AG. Any bank charges
       incurred shall be paid by the purchaser.

7.2. The mode of payment shall be agreed in the quotation and/or the confirmation of order.

7.3. Payments shall be effected by the purchaser to the domicile of Bircher Reglomat AG without
       any deduction of cash discounts, fees, taxes and charges whatsoever in free Swiss currency.
       Any terms of payment to the contrary shall be specifically agreed.

7.4. Should payment be delayed, Bircher Reglomat AG reserves the right to suspend scheduled
       supplies without delay and shall be entitled to charge interest for delay of 12 % p.a..


8. Retention of Title

8.1. Bircher Reglomat AG reserve title to the supplies prior to full payment.

8.2. The purchaser agrees to co-operate in taking action for the protection of property of Bircher
      Reglomat AG as required. The purchaser authorises Bircher Reglomat AG specifically on
      signature of the contract to register or enter the title in public registers books or similar at the
      purchaser’s expense in compliance with applicable local laws and to fulfil all formalities in
      this respect.

      The purchaser agrees to maintain any items supplied at his cost for the period of retention of
      title and to insure these in favour of the supplier against theft, breakage, fire, floods and any
      other risks. In addition, the purchaser agrees to neither affect nor cancel the supplier’s title in
      any way whatsoever.


9. Delivery

9.1. Delivery shall commence on acceptance of the order by Bircher Reglomat AG and after full
       clarification of technical matters.

9.2. Delivery shall be suitably extended:
-      should details required for com-pleting the order not be received by Bircher Reglomat AG in
      due course or be modified retrospec-tively by the purchaser.

-      should terms of payment not be adhered to, letters of credits be opened too late or any import
       licences required not be received by Bircher Reglomat AG in due course;

-      should restricting events occur, which Bircher Reglomat AG is unable to avert, irrespective of
      the application of due care and irrespective of whether these occur to Bircher Reglomat AG,
      the purchaser or third parties. The said events may be Acts of God, such as epidemics,
      mobilisation, war, rebellion, considerable disruptions in operation, accidents, industrial
      action, delayed or faulty supplies of any raw materials, semifinished or finished products,
      uselessness of important parts (scrap), official intervention or omissions and natural disasters.


10. Supply, Transport and Insurance

10.1. All products shall be carefully packed by Bircher Reglomat AG. Packaging shall be invoiced
         to the purchaser at cost price.

10.2. Special requests for shipment and insur-ance shall be notified to Bircher Reglomat AG in
         good time. Shipment shall be effected by a haulier designated by the purchaser, who shall
         be responsible for all export formalities for exports from Switzerland. Should the purchaser
         not have designated a haulier, Bircher Reglomat AG shall be entitled at its discretion to
         instruct a forwarding company with shipment. In this case, the costs of these additional
         efforts shall be invoiced to the purchaser.

10.3. Transport shall be effected at the purchaser’s cost and risk. The purchaser agrees to notify
         the last haulier without delay of any complaints associated with transport on receipt of the
         consignment or the freight documentation.

10.4. All import arrangements for import to the country of destination shall be made by the
         purchaser or his agent.

10.5. The purchaser shall be responsible for insuring the goods against damage. Although
         insurance might have to be taken out by Bircher Reglomat AG, the purchaser shall be
         responsible for the costs.


11. Inspection and Acceptance of Consignments

     The purchaser agrees to inspect consignments within a period of eight days after receipt and
     notify Bircher Reglomat AG of any defects in writing without delay. Should this be omitted,
     supplies and services shall be deemed to have been accepted.


12. Warranty and Liability

12.1. Bircher Reglomat AG guarantees that any products supplied by the company are free from
         faulty workmanship and materials.

12.2. Only properties explicitly referred to as such in product data sheets shall be assured
         properties. Such assurance shall expire on expiry of the period of warranty.

12.3. The period of warranty for the products shall be twelve months, commencing with dispatch
         of a shipment ex works but ending prematurely, should a product have been subject to
         2'200 operating hours from commissioning in the purchaser’s or a third party’s premises.
         The period of warranty shall commence on delivery of the products ex works Bircher Reglomat AG.

12.4. Should the products be faulty, the purchaser shall be entitled to demand a replacement
         during the period of warranty or remedy of the fault by Bircher Reglomat AG.

         In case of replacement, faulty material shall be returned to Bircher Reglomat AG within a
         period of ten days on first request by Bircher Reglomat AG. Costs incurred for the return
         shall be paid by Bircher Reglomat AG.

12.5. Should faults in compliance with Art. 12.4. not be remedied by Bircher Reglomat AG within a
         suitable period of time by the supply of replacements or remedy of faults, the purchaser
         shall be entitled to demand a reduction in the purchasing price or cancellation of the contract.

12.6. The period of warranty shall expire prematurely should the purchaser or third parties effect
         inappropriate modifications or repairs or should the purchaser, when a fault has been
         detected, not take all suitable steps available without delay in order to curtail any loss/damage
         and grant Bircher Reglomat AG an opportunity to remedy the fault.

12.7. Damage not evidently due to inferior material, faulty designs and workmanship or for any
         other reason whatsoever, for which Bircher Reglomat AG is responsible, shall be excluded
         from the warranty and liability of Bircher Reglomat AG.

12.8. The purchaser shall have no other rights and claims than those explicitly stated in paras.
         12.4 and 12.5 for faults in materials, design or workmanship and any lack of assured properties.

12.9. Should delivery be delayed, Bircher Reglomat AG shall only be responsible for intent or
         gross negligence and for maximum damage/losses up to the value of any goods subject to
         delayed delivery. Cancellations and reductions shall be excluded.

12.10.All cases of contract infringement and their legal consequences and any claims by the
          purchaser, irrespective of their legal reason, shall be finally settled by these Terms and
          Conditions. In particular, any claims for damages, reduction and cancellation of or
          rescission from the contract shall be excluded. Liability for consequential damages shall
          be excluded, unless cancelled by mandatory product liability provisions.


13. Applicable Law

This Contract shall be subject to Swiss law.


14. Jurisdiction

The Parties hereto agree to subject themselves to the jurisdiction of the courts of justice at CH-8222 Beringen, Switzerland.

Beringen, November 30, 2001