GENERAL TERMS AND CONDITIONS OF TRADE RAIL-ASSETS

1. General
   
   The following general terms and conditions of trade are applicable to all offers and services pertaining to Rail-Assets (hereafter referred to as RA).
   
   In order to use the services of RA, proof of a commercial activity is required, as well as a declaration that RA’s services are being used within the scope of this activity.
   
   By using our services and offers the customer/interested party explicitly acknowledges our general terms and conditions of trade (GTCT) and confirms that he has read and understood them and accepted their content without restrictions.
   
   By registering, the user declares that he is engaged in a business, that he explicitly acknowledges our General Terms and Conditions and confirms that he has read, understood and accepted these in form and content without restrictions.
   
   

   Any business conditions imposed by customers/interested parties are non-binding, unless these are explicitly recognized and accepted in writing by RA or incorporated into the form of the contract.
   
   Our general terms and conditions of trade also expressly apply outside Germany and are valid for all international business and legal relations.
   
   

2. Range of Activitiy/Duties
   
   RA deals exclusively with the intermediation of contacts between purchasers and sellers of rail vehicles, spare parts, workshop equipment, as well as other assets, e.g. company participations, workshop capacities, infrastructure,...)
   
   RA’s activity consists in establishing contact between sellers and buyers/potential buyers.
   
   At his request, the customer can be advised separately on an ongoing basis throughout the sale negotiations until these are concluded or a similar ageement is reached.
   
   RA prepares sales and purchase offers on the basis of the information delivered by the customers/interested parties.
    
   These are published on the website and the Newsletter, Europe-wide and worldwide.
   
   The offer is assessed on the basis of the customer’s delivered information, objective technical criteria and Rail-Assets’ experience.
    
   RA is not obliged to check the accuracy and completeness of the data delivered by the customers/interested parties.
   
   
3. Warranty
   
   RA endeavours to maintain the accuracy and completeness of the data delivered by the customers/interested parties but does not assume any liability whatsoever regarding the content of the commissioned offers with respect to the subsequent contracting or third parties.
   
   By acknowledging the GTCT, every customer/interested party declares his or her consent for RA to use all the data, graphic data and information delivered for the purpose of publication; no data shall be passed on to third parties for any reasons beyond those described in paragraph 2.
   
   In this context, it is expressly adverted that no responsibility is assumed with respect to the completeness, up-to-dateness and content accuracy of the delivered information, as well as links, photos or any other information placed at RA’s disposal.
   
   All offers and searches published for purposes of intermediation are non-binding and subject to change without notice. No guarantee can be assumed for the continuance of the offer/search at the point of time of the enquiry.
   
   It must be emphasized again that RA does not make any offers for sale, but only provides the opportunity of viewing these by acting as a commercialisation platform between the potential contracting parties.
   
   The users of the website and the contracting entities of RA need to make absolutely sure that the information and materials delivered do not infringe property rights of third parties, e.g. copyrights, trademarks, or contain anticompetitive statements.
   
   RA is not held accountable nor assumes (pre-) contractual or legal liability for any damages incurred by the website user in connection with the use of the offers and information listed on the website, with the exception of those that can be attributed to gross or wanton negligence by RA. In particular, this disclaimer of liability includes responsibility for the technical condition of the offered/sold products and services.
   
   The same is valid for any access malfunctions or any impairment in accessing the information, as well as malfunctions ocurring at he user, which are not in RA’s area of responsibility.
   
   This disclaimer of liability is not valid for the breaching of contractual responsibilities (primary or secondary).
   
   RA’s liability is restricted to the damages whose occurrence could be foreseen under the circumstances known at the time of the conclusion of the contract.
   A contractual partner’s claim for compensation of damages based on profit loss are foreclosed.
   The same applies to indirect and secondary damages, and such damages that can be attributed to the contractual partner’s attributed area of control and risk.
   
   
4. Costs
   
   The use of the website and services rendered by RA with regard to the placement of sales and sell-out offers is free of charge for the buyer/interested party.
   
   Costs in form of a commission are only charged after a sales contract has been successfully concluded. The potential buyer is free to accept or decline RA’s offers; the agreement of commission once the contract has been successfully concluded is effected via an order form that is called up separately.
    
   With the exception of the exclusive commissioning of the contractor by the seller, the contractor’s activities for the seller remain free of charge.
   Costs in form of a commission are only charged after a sales contract has been successfully concluded. The resulting commission payments will normally be invoiced to the buyer/interested party.
   
   The rate of commission is indicated in the respective data sheet.
   
   The commission ruling encompasses all imaginable purchase, leasing, rental and license agreements of the goods or services offered for brokerage and sold.
   
   
5. The place of jurisdiction for all legal disputes resulting from or in connection with the management of the website and the orders resulting from it is Augsburg/Germany, the address of record of RA.
   
   German Law is applicable between RA and the users of the website and is agreed upon by all contracting entities.
   
   
6. To the extent that changes, agreements or endorsements to this GTCT are made, all such agreeements must be put into writing, otherwise these are invalid.
   
   Should individual clauses not be viable or be impracticable, either entirely or partially, these will be replaced by a ruling that comes closest to the aims of the contracting parties when the contract is concluded and represents their presumed wishes.
   
   This GCTC is subject to change; ammended conditions come into effect the day these are published or, in the case of ongoing contract negotiations, these become effective when authorised by the respective seller/buyer/interested party.

Date: 16.01.2008