1.1 The following terms and conditions apply for our offers and legal transactions regarding the sale and delivery of goods to natural persons, legal entities as well as partnerships with legal capacity, acting in the scope of their commercial or professional business, as well as with legal persons under public law or special funds under public law. Only the German Forwarders’ Standard Terms and Conditions (ADSp, in its latest edition) apply to all offers and transactions provided in connection with services of the business field “Büscherhoff SoliQ”.

1.2 The customer accepts these terms and conditions with the conclusion of the contract, at the latest with the acceptance of our first delivery. These terms and conditions shall apply for the whole term of our business relationship with the customer.

1.3 For current contracts the following shall apply: The customer will be notified about changes to these terms and conditions in writing. In case the cus-tomer has agreed with us on electronic communication, the customer can also be notified about the changes by electronic transmission, provided the form of transmission allows the customer to save or print the changed terms and conditions in readable form. The changes shall be deemed accepted, unless the customer objects hereto in writing or by (agreed) electronic transmission, what we will point out in our notification. The customer is obliged to dispatch his objections to us within six weeks after our notification of the changes.

1.4 Opposing or deviating terms of the customer are herewith disputed; they shall, even with fulfillment of the contract, not be deemed accepted. Other agreements, particularly warranties, changes and side agreements are only valid with our express consent.

2.1 Our offers in brochures, etc. are, also with regard to prices and the characteristics and specifications of the goods, e.g. in drawings, illustrations, with regard to weights, amounts, measures, etc. without obligation. To individually provided offers, we shall be bound for 14 days commencing with the date of the provision of the offer. Orders of the customer shall be binding for 14 days. All materials and documents with regard to offers shall remain our property and shall, without our consent, not be copied or duplicated or provided to third parties.

2.2 The contract shall be concluded not prior to our written order confirmation, in case such order confirmation is not dispatched, with our delivery and with the content of our invoice, however, in any case provided that any permissions for the export have been provided.

2.3 During the term of delivery we are, without prior notification, entitled to changes to the goods required in the production procedure insofar as these changes are not reasonably unacceptable for the customer. Further, we are entitled to part deliveries.

2.4 We are entitled to excess or short deliveries of up to 10 % if these deviations result from our technical production procedures.

3.1 We deliver “ex works” from our factory in Steinfeld/Germany. However, we may, at our sole discretion, deliver per “cash on delivery”.

3.2 For the scope of our delivery our invoice is authoritative. The ascertainment of the scope of delivery mentioned in the invoice takes place at the place of delivery mentioned in no. 3.1. unless we agree to deliver the goods to a different place.

3.3 The risk of performance is bourn by the customer, also in case of partial deliveries, once we hand over the good to the transport person. This also applies if the transports are performed by ourselves.

3.4 Terms of delivery are to be agreed specifically. Terms of delivery that have been agreed in writing commence with the date of the conclusion of the contract, otherwise with the date of our order confirmation, in all cases, however, not prior to receipt of any agreed prepayment of the customer and prior to receipt of documents, permissions, clearances or information to be provided by the customer. For timely delivery, the timely handing over of the goods to the transport person is decisive. In any case, the fulfillment of the delivery term on our part requires the fulfillment of the customer’s contractual obliga-tions.

3.5 In case we or our suppliers are subject to hindrances not in our responsibility, e.g. force majeure, interventions of public authorities, import or export prohibitions, collective conflicts, delay or cancellation of material supplies, goods or parts, or electric power outages, the delivery term is prolong accord-ingly even in case of already delayed delivery. In case our suppliers should, without us being responsible, should not or not fully supply us, in spite of duly concluded supply agreements, we are insofar entitled to withdraw from the contract with the customer. Our possible liability is subject to no. 6 be-low.

3.6 The customer is only entitled to withdraw from the contract according to the statutory laws, if we are responsible for the delay of delivery and if the customer has set – subject to the exceptions according to statutory law – a due respite and this respite is not met. A withdrawal is excluded if the cus-tomer is solely or for the most part responsible for the circumstance that would have empowered him to withdraw, or if the circumstance occurs at a time to which the customer is in default of acceptance.

3.7 In case the delivery is delayed due to reasons the customer is responsible for, default and transfer of risk take place once we have notified the customer of our willingness to deliver.

3.8 In case the customer is in default of acceptance (even of a part delivery) we are, after elapse of a term to be set by us of at least two weeks, entitled, to withdraw from the whole contract or parts thereof and claim for damages with regard to the whole contract of parts thereof. In case we claim for dam-ages instead of performance, the compensation to be paid by the customer is 15 % flat of the purchase price plus according value added tax unless we prove a higher or the customer proves a lower damage.

4.1 Without delay after delivery, the customer is obliged to inspect the good with regard to defects and shortfall quantities. Apparent defects and shortfall quantities have to be admonished by the customer without delay in writing, at the latest within eight days after delivery. Hidden defects and hidden short-fall quantities have to be admonished without delay, at the latest within eight days, after they have become apparent. The customer has to give us the opportunity to inspect admonished goods.

4.2 In case the goods are placed in transport appliances, packaging or other wrappings, the customer is also obliged to give us opportunity to examine the particularly used transport appliance, packaging or wrapping in order to enable us to examine whether the alleged default has its reason in the used transport appliance, packaging or wrapping.

4.3 In case of defective goods delivered by us we will, at our sole discretion, repair or exchange the goods. In case of definite failure of repair or replacement the customer is entitled to demand a reduction of the purchase price or to withdrawal from the contract. The customer is not entitled to demand replace-ment, repair, withdrawal and/or compensation for damages if the value or the usability of the delivered goods is only negligibly reduced.

4.4 The customer is not entitled to warranties insofar as the goods have been used improperly or incorrectly and/or against provided product instructions.

4.5 On our request the customer is obliged to return the goods for removal of defects back to us on our costs. The goods have to be complete, duly pack-aged and labeled. Furthermore, a copy of the delivery note has to be enclosed and the order confirmation and invoice number have to be specified. At our sole discretion, we are entitled to fulfill repairs at the customer’s premises.

4.6 All claims of the customer become time-barred 12 months after delivery of the goods. This also applies for claims resulting from breach of duties that do not affect defects of goods or rights in the goods. With regard to intentional or grossly negligent behavior on our part or on part of our vicarious agents as well as with regard to claims from damages to life, body or health, and claims resulting from the product liability laws, the statutory limitation periods ap-ply.

4.7 Returning of goods aside from warranties require our prior written consent. Deliveries we receive without such consent will be return to the customer freight forward or will be stored on cost and risk of the customer.

5.1 The prices according to our price list, valid at the time of the respective contract conclusion, apply. All prices refer to deliveries from the place mentioned in no. 3.1 plus applicable value added tax. The customer bears the costs for packaging, insurance (which we will provide only on the express request of the customer), freight, as well as all additional costs that result from the import and export of goods, as for example export bonus, export tax, duties and customs.

5.2 Our invoices are payable in Euro within 30 days commencing with the date of the invoice. In case we accept a bill of exchange or a check, this occurs only on account of performance. Payments of the customer will be allocated to our claims in the order mentioned in Sec. 366 para 2 German Civil Code (BGB); the customer’s right to determine the order of payment is excluded.

5.3 In case we agree to a return of goods without being obliged thereto, we are – without further proof – entitled to demand a lump sum remuneration of 15 % of the according net invoice amount plus VAT unless we prove a higher or the customers proves a lower damage.

5.4 In case of reasonable concerns of a material deterioration of the financial situation of the customer or illiquidity of the customer we are entitled to with-hold our delivery or, at our sole discretion, demand according securities. In case the customer does not provide security within due term, to be set by us, we are entitled to withdraw from the contract.

6.1 We are liable according to the statutory laws for damages

6.1.1 resulting from the injury of life, body or health, and

6.1.2 for damages pursuant to the German Product Liability Act (ProdHG), and

6.1.3 for damages resulting from intentional or grossly negligent behavior of our statutory representatives or leading employees or from intentional behavior of our simple vicarious agents, and

6.1.4 for damages resulting from an intentional or grossly negligent infringement of material contractual obligation by our simple vicarious agents. Material contractual obligations are obligations that are essentially required for a due fulfillment of the contract and those on which fulfillment the customer can rely.

6.2 Furthermore, we are liable for damages, however limited to the amount of the typical and foreseeable damage,

6.2.1 resulting from a grossly negligent behavior of our simple vicarious agents without infringement of material contractual obligations, and

6.2.2 resulting from a slight/simple negligent infringement of material contractual obligation by our statutory representatives, leading employees and simple vicarious agents.

6.3 For the rest, our liability is excluded.

7.1 We reserve the title in the goods until all of our claims against the customer resulting from our business relationship, including future claims from con-tracts concluded at the same time or later, are settled (hereinafter “Conditional Commodities”). This shall also apply if single or all of our claims have been included in a current account and the balance has been drawn and acknowledged.

7.2 The customer shall only be entitled to re-sell the Conditional Commodities within the scope of orderly business operation. The claims of the customer resulting from the re-sale of the Conditional Commodities are hereby assigned henceforth to us. In case the Conditional Commodities are re-sold – ei-ther unchanged or after processing or joining with items of the customer – the customer hereby assigns all claims resulting from the re-sale in full amount to us. In case Conditional Commodity are re-sold – after processing / joining – together with goods owned by third parties, the customer herewith assigns to us the claims resulting from the re-sale in the amount of the value of the Conditional Commodities together will all additional rights and rank before the rest. If the assigned claims are included in a current account between the customer and the third party, the customer hereby assigns hence-forth to us the claims resulting from the drawn balance, the right to demand drawing of the balance and the right to terminate the current account. We accept such assignment.

The customer is authorized to collect the claims. Our right to collect the claims ourselves remains unaffected; however, we shall not collect the claims as long as the customer duly fulfills his payment and other obligations. We are entitled to demand that the customer informs us about the assigned claims and their debtors, provide all information necessary for the collection, hand out the according documents and to inform the debtor about the assignment.

7.3 Any processing of the Conditional Commodities is provided by the customer in our name without any obligations on our part. In case of a processing, joining, mixing or melting of the Conditional Commodities with other goods not owned by the customer, we are entitled to the according property share in the new item in relation to the value of the Conditional Commodities on the one hand and the other goods on the other hand at the time of processing, joining, mixing or melting. In case the customer receives the sole property in the new item, the parties agree, that the customer provides us with the ac-cording property share in the item in the relation of the processed respectively joined, mixed or melted Conditional Commodities in the new item, and stores this new item on our behalf free of costs for us.

7.4 In case we become liable for payment of the purchase price due to a bill of exchange, the abovementioned retention of title as well as the according claim shall not expire prior to fulfillment of the bill of exchange.

7.5 In case the nominal value of the securities exceeds the amount of the secured claims by more than 20 % we are, at the request of the customer, obliged to make a corresponding release of securities.

7.6 The customer may pledge Conditional Commodities or transfer the title in the Conditional Commodities as security only with our explicit consent. In case our security rights are contested by third parties, particularly due to confiscation or pledging of Conditional Commodities and/or claims assigned to us, the customer is obliged to inform us as soon as possible, hand out to us the available documents, and to inform the third parties about our security rights. The customer is obliged to indemnify us for our costs resulting from the impairment of our security rights.

7.8 In case of impending illiquidity, illiquidity or in case of circumstances indicating that a due fulfillment of the contract by the customers appears jeopardize, we are entitled to seize the Conditional Commodities. The customer herewith irrevocably and unconditionally gives his consent to handover the Condi-tional Commodities. The same applies in case of judicial execution, or cheque or bill of exchange protests.

8.1 We work together with a factoring company. Our claims against the customer as well as rights for retention of title, other securities and additional rights against the customer are within the scope of the factoring assigned to the factoring company. General terms of the customer that oppose such assign-ment of our claims and rights against the customer are herewith contested. No. 1.4 applies accordingly.

8.2 As far as brands, patents or other IP-rights exists with regard to the goods and materials (e.g. prospectus), the costumer is obliged to acknowledge such rights and not to infringe such rights himself or through third parties. In case the specification of the goods ordered by the customer lead to an infringe-ment of copyrights, brands, patents or other IP-rights of third parties, the customer shall keep us free from any such claims. We are liable only insofar as we were acting negligently.

8.3 The setting-off against our claims is only allowed with contested or legally asserted counterclaims. Rights of retention that are not based on the same contractual relationship are excluded.

8.4 Place of fulfillment is the place of our registered office. The laws of the Federal Republic of Germany apply with the exception of its international private law. The appliance of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

8.5 For all disputes arising out of or in connecting with our sales or distributions only the courts at the registered office of our company shall have authority. However, we are also entitled to file a claim against the customer at any other legal court. This does not apply for the compelling rules regarding place of venue.