Our General Terms of Delivery and Payment...

1. General issues ? area of application

1. Our General Terms of Delivery and Payment are valid exclusively. We do not acknowledge terms of the customer which are contrary or diverging to our General Terms of Delivery and Payment except that we would have agreed to their validity particularly in written form. Our General Terms of Delivery and Payment are also valid when we execute the delivery to the customer without reservation aware of the terms of the customer which are contrary or diverging to our General Terms of Delivery and Payment.
2. All agreements which are made between us and the customer in order to execute this contract are set out in writing in this contract.
3. Our General Terms of Delivery and Payment are only valid for companies according to § 310 section 1 of the German Civil Code (BGB).
4. Our General Terms of Delivery and Payment are also valid for all future transactions with the customer.
5. As far as an order is carried out with reference to a special quotation on our part, the terms are valid which are given and specified in our quotation in conjunction with our General Terms of Delivery and Payment.

2. Quotation ? quotation documents

1. If the order is to be regarded as a quotation under § 145 BGB, we can accept this within two weeks.
2. Our quotation is non-binding so far nothing else will arise from the confirmation of the order.
3. We reserve the right of ownership and copyright on reproductions, sketches, calculations and other documents. This is also valid for such written documents characterised as ?confidential?. The customer therefore needs our explicit written consent.

3. Prices ? terms of payment

1. If not otherwise indicated in the confirmation of the order, our prices are valid ?ex works?, excluding packaging; this will be charged separately.
2. If there is a period of more than 4 months between signing of the contract and the agreed place of delivery, we reserve the right to adjust our prices corresponding to an increase of the underlying costs of wages and materials. An adjustment of the prices is also admissible just before expiry of the stipulated period when the customer maintains a permanent contractual relationship of debenture with us.
3. The legal Value Added Tax is not included in our prices; this tax will be reported in legal amount separately when billing the invoice.
4. Our invoices for chemical products and standard equipments are payable within 30 days from date of invoice without deduction, within a week with a deduction of 2 %. In case of a payment by bill, if admitted by us, expenses on collection and discount of the bill will be chargeable to the customer.
5. Regarding our invoices for special designs following payment is valid: 30% when placing the order, immediately; 30% when being ready for delivery, immediately; 10% when putting into operation, but at the latest 40 days after being ready for delivery, in case of a delay of the acceptance we do not have to justify ? each time strictly net. Installations and containers fall due for payment after their technical performance, regardless of the chemical method which is applied.
6. The customer only has the right to offset payments if such counterclaims have been acknowledged in court, accepted by us, or are uncontested. Moreover, the customer is only authorized to make use of the right of retention insofar as their counterclaim is based on the same legal foundation.

4. Time of delivery

1. The beginning of the time of delivery given by us assumes the clarification of all technical questions.
2. The observance of our delivery obligations requires also the duly and timely performance of the customer?s obligation. We reserve the right of the plea of the non-fulfilled contract.
3. If the customer gets into default of acceptance or he violates culpably other obligations or cooperation, we are entitled to demand a compensation which results in so far, including possible additional costs. We reserve the right to further claims.
4. If there are the preconditions of 4.3, the risk of an accidental sinking or an accidental decline of the product to buy passes over to the customer at that time in which the customer has got into default of acceptance or of the debtor.
5. We are liable according to the legal requirements, so far the underlying sales contract is a firm transaction in the sense of § 286 section 2 number 4 BGB or of § 376 Commercial Code (HGB). We are also liable according to the legal requirements, so far the customer, as a consequence of a default in delivery caused by us, is entitled to claim that his interest in a further fulfilment of the contract has fallen into omission.
6. Furthermore we are liable according to the legal requirements, so far the default in delivery is based on a violation of contract caused by us in a deliberate way or by gross negligence; a fault of our representatives or accomplices is not included. So far the default in delivery is not based on a violation of contract caused by us in a deliberate way, our liability of compensation is limited on the predictable, typically occurring damage.
7. We are also liable according to the legal requirements, so far the default in delivery is based on the culpable violation of a fundamental contract duty caused by us; in this case, however, the liability of compensation is limited on the predictable, typically occurring damage.
8. Apart from that we are liable in case of a default in delivery for each completed week of delay in the margin of a flat rate set up for a compensation of delay amounting to 3% of the delivery value, not exceeding, however, 15% of the delivery value.

5 Transfer of the risk ? packaging costs

1. If nothing else is stated, delivery is agreed ?ex works?.
2. When shipping the goods we can choose the means of transport and the way of delivery under exclusion of liability. This exclusion is not valid, if one of our executive employees has acted at least by gross negligence when he made his choice.
3. Transport packaging and all other packaging according to the packaging prescription will not be taken back; except exchange packaging and returnable packaging. The customer is committed to take care of the disposal of the packaging at his own expense.
4. The choice of the packaging lies with us according to points of usefulness. If possible, we will observe special wishes of the customer, but without any reason of special obligations on our part.
5. Partial deliveries are, if not otherwise stated, admissible and are valid according to payment and reclamation as independent services.
6. Goods which are notified as ready to delivery must immediately be collected, otherwise we are entitled to store them at our own discretion and at the customer?s risk and expenses and to regard them as delivered. The storage cost can be calculated by us alternatively according to the real amount or with 1% of the invoice price for each commenced month.
7. With a purchase by delivery the risk of an accidental sinking or the accidental decline of the goods will be transferred to the customer with the delivery to the forwarding agent or the carrier, at the latest, however, when leaving the plant or store.
8. It does not matter for the transfer of the goods to the carrier if the customer is behind with the acceptation.
9. We arrange to take out an insurance if the customer does not contradict in written form. The customer bear the costs of the transport insurance.

6. Liability for defects

1. The rights of the customer to claim defects require that he complies with his obligations of scrutiny and reprimand properly owed according to § 377 HGB.
2. In case of a defect of the product, the customer is entitled at his choice to an additional fulfilment in the form of remedy of the defects or to a delivery of a new product without any defects. In case of remedy of the defects we bear the costs only to the amount of the purchase price.
3. If the additional fulfilment fail, the customer is entitled to demand at his choice withdrawal or reduction.
4. We are liable according to the legal requirements, if the customer claims for damages, which based on deliberation or on gross negligence of our representatives or our accomplices. So far we are not blamed for deliberate violations of the contract, the liability of compensation is limited on the predictable, typically occurring damage.
5. We are liable according to the legal requirements, if we culpably violate a fundamental contractual obligation; in this case the liability of compensation is limited on the predictable, typically occurring damage.
6. If the customer is entitled to claim compensation instead of service, our liability is also limited in the margin of 6.3 to compensation of the predictable, typically occurring damage.
7. The liability by reason of culpable violation of life, body or health will remain unaffected; this is also valid for the necessary liability according to the Law on Product Liability.
8. As not otherwise regulated as above, liability is excluded.
9. The limitation period for claims because of defects is 12 months from the day of the transfer of risk.
10. The limitation period in case of a delivery regress according to § 478, 479 BGB will remain unaffected; it is 5 years from the day of delivery of the defective product.

7. Joint liability

1. A further liability to compensation of damage than stated in 6. is ? regardless of the legal nature of the demands made ? excluded. This is particularly valid for claims of compensation for actual fault by concluding the contract, by reason of other violations of duties or by reason of tortuous claims on compensation of damages according to § 823 BGB.
2. As far the liability to compensation of damage is excluded or limited towwards us, this is also valid respect to the personal liability compensation of damage regarding our clerks, employees, associates, representatives and accomplices.

8. Safeguarding of retention of title

1. We reserve the right on the ownership of the goods until receiving of all payments from the business connection with the customer. As far as we agree with the customer payment of dues by cheque, bill of exchange, this reservation also applies to the discharge of the customer?s bill accepted by us and does not expire with the credit entry of the received check at our company. If the customer behaves contrarily to contract, especially regarding default in payment, we are entitled after giving a reasonable period of time to take back the goods. Taking back the goods by us means withdrawal from the contract. After taking back the goods we are entitled to commercialise them. The benefits of this transaction will be credited onto the debts of the customer ? less the costs of reasonable commercialising.
2. The customer is obliged to treat the goods carefully; especially he is obliged to insure them sufficiently and at his own expense against damages resulting from fire, water or robbery in the amount of the replacement value. If maintenance or service works are necessary, the customer has to carry out them in time and at his own expense.
3. Attachments or other interferences of a third party must be reported immediately in written form, so that we can file a suit according to § 771 Code of Civil Procedure (ZPO). As far as the third party is not able to refund the judicial and extra-judicial expenses according to § 271 ZPO, the customer is liable for the loss we have to suffer.
4. The customer is entitled to resell the goods in the appropriate business routine; but he assigns us already now any receivables in the amount of the final invoice price (including value added tax) of our claims which the resale causes against his purchasers or against a third party, not dependent on whether the goods have been resold without or after working. The customer remains also entitled to collect this debt after assigning receivables. Our authorization to assign receivables ourselves will remain unaffected. We, however, are committed not to assign receivables, as long as the customer meets his obligations of payment from the collected earnings, does not get into delay in payment, and especially does not apply for bankruptcy, composition or insolvency proceedings or if there is suspension of payments. If this is the case, we can demand that the customer reveals to us the assigned claims and their debtors, that he furnishes particulars necessary for the assignment, that he hands over all associated documents and that he informs the debtor (third party) about the assignment.
5. The working or transformation of the goods by the customer will always be carried out for us. If the goods are worked with other objects which do not belong to us, we acquire co property in the new goods at the ratio of the value of the goods (final invoice price including value added tax) to the other worked objects at the time of working. Apart from that, the same is valid for the goods resulting from the working as for the goods delivered with reservation.
6. If the goods are inseparably mixed with other objects which do not belong to us, we acquire co property in the new goods at the ratio of the value of the goods (final invoice price including value added tax) to the other worked objects at the time of mixing. If the mixing is effected in this way that the goods of the customer are to be regarded as the principal object, it is considered to be agreed that the customer transfers us proportionally a co property. The customer will keep for us the sole or co property which arises from this.
7. The customer assigns as well the demands to ensure our receivables against him, which originate by the connection of the goods with a realty against a third party.
8. We commit ourselves to release ? at the customer?s request - the securities appertaining to us in so far that the realizable value of our securities exceeds more than 10 % the receivables to be secured; the choice of the securities to be released is our responsibility.

9. Place of jurisdiction ? Place of performance

1. If the customer is a trader, our place of business is the place of jurisdiction. We are, however, entitled to sue the customer as well at the court of his residence.
2. The law of the Federal Republic of Germany is valid; the validity of the United Nations Law of Bargain is excluded.
3. If the confirmation of the order does not reveal anything else, our place of business is the place of performance.

DeWe Brünofix GmbH
Fabrik für Metallchemie
Pruppacher Weg 8
91126 Rednitzhembach
Tel.: 09122/9868-0
Fax: 09122/9869-30

Date: January 2004