General Terms and Conditions for Carbo-FORCE GmbH

§ 1 Scope of application

(1) The following General Terms and Conditions of Sale and Delivery (GTC) shall apply to all deliveries, services and offers (including ancillary services such as proposals, planning aids, consulting) of Carbo-FORCE GmbH (hereinafter referred to as Contractor/AN).

(2) Deviating, contradictory or additionally supplementary General Terms and Conditions of Business of the business partner (hereinafter referred to as the Client/the AG) shall not apply and shall be excluded unless expressly acknowledged by the Contractor.

(3) These General Terms and Conditions shall apply vis-à-vis companies pursuant to § 14 BGB (German Civil Code), consumers pursuant to § 13 BGB (German Civil Code), legal entities under public law or public/legal special funds within the meaning of § 310 para. 1 BGB.

(4) Individual agreements made with a client in a particular case shall take precedence over these GTCs. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or written confirmation from the Contractor or that the goods have been delivered.

§ 2 Offer/Product Details/Conclusion of Contract

(1) The offers are subject to confirmation. Orders and/or contracts shall only be concluded upon written confirmation of the order by the Contractor. The Contractor may accept orders or contracts within 14 days of receipt. The Contractor reserves the right to make changes in the sense of technical progress.

(2) All information provided by the Contractor on the subject of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as the representations of the same (e.g. drawings and illustrations) are to be regarded as approximate average values, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality features, but descriptions or identifications of the delivery or service.

(3) The Contractor shall retain ownership or copyright of all offers and cost estimates submitted by it as well as drawings, photocopies, calculations, brochures, catalogs, models, tools and other documents and aids made available to the other party to the contract. The Principal may not make these items available to third parties, either as such or in terms of their content, disclose them, use them himself or through third parties, or reproduce them without the express consent of the Contractor.

§ 3 Prices/Terms of Payment

(1) Unless otherwise expressly agreed, the prices shall apply to the performance and scope of delivery specified in the order confirmations ex works plus packaging, freight and value added tax as well as ancillary charges such as public levies and customs duties. The prices for working hours refer to normal working hours and work performance. For overtime and night work, Sunday and holiday hours as well as for work under difficult conditions, the corresponding surcharges shall be added to the effective wage.

(2) All prices are net prices in Euro. The value added tax shall be shown separately in the amount valid on the day of invoicing.

(3) Should changes in the price basis occur until delivery, the Contractor reserves the right to adjust the prices accordingly. In this respect, a declaration to the Principal is required. However, this shall only apply to delivery periods of more than 4 months after conclusion of the contract.

(4) The gross invoice amount (without deduction) shall be due for payment immediately. The invoice must be settled immediately, at the latest within 5 working days after receipt of the corresponding invoice/partial invoice.

(5) Offsetting shall be excluded unless it is made against undisputed, legally established counterclaims or counterclaims which are ready for decision in the legal dispute.

§ 4 Delivery/Performance Time

(1) Deliveries shall be made ex works.

(2) Unless otherwise agreed, the delivery time shall be determined by the agreements of the contracting parties in the order confirmation.

(3) The Contractor's compliance with the delivery obligation/time shall require that all commercial and technical questions have been clarified and that all possibly required documents, approvals, decisions and releases have been provided by the Client. Should this not be the case, the delivery time shall be extended accordingly.

(4) The latter shall not apply if the Contractor is responsible for the delay. The Contractor shall inform the Client as soon as possible of any emerging delays.

(5) Cases of force majeure shall release CO from the obligations under the respective contract. However, hindrances of a temporary nature shall only apply for the duration of the hindrance plus a reasonable start-up period. The Contractor shall notify the Client of the occurrence of force majeure and its expected duration as soon as possible.

(6) Delivery shall not be made until

a) the installation site has been secured against unauthorized access,

b) any necessary construction measures at the installation site have been completed by the Customer,

c) free access to the installation site is guaranteed,

d) the installation and assembly work can be started as agreed and carried out without interruption.

§ 5 Place of performance/shipment/transfer of risk

(1) Unless otherwise specified, the place of performance for all obligations arising from the contractual relationship shall be Preetz. If the Contractor is also responsible for assembly, the place of performance shall be the place where assembly is to take place.

(2) Transport and shipment shall be at the risk and expense of the OP. Even in the case of partial deliveries, the risk shall pass to the OP as soon as the consignment has been handed over to the person carrying out the transport or has left the CO's warehouse for the purpose of dispatch or, in the case of delivery ex works, has left the works. Transport insurance shall only be taken out at the express request and expense of the OP. The above provisions shall also apply if the transport is carried out by vehicles of the Contractor.

(3) In order to avoid the risk of damage, destruction, theft, breakage, fire, water and other damage, such as force majeure and natural hazards to the plant during delivery and assembly up to final acceptance, the plant shall be insured by means of a so-called construction work insurance at CU's expense.

§ 6 Assembly Services

(1) In the case of assembly or erection of plant, machinery or parts of machinery, the expenses for assembly wages and release shall be reimbursed unless otherwise agreed by contract.

(2) Insofar as the Contractor has to provide assembly services, the Customer shall be obliged to create all prerequisites for the start of assembly in good time, to obtain any necessary permits and/or required official certificates and to prepare the assembly site in such a way that the assembly work can be carried out without hindrance. This shall apply in particular to the necessary on-site measures and the supply of electricity etc.

(3) The Contractor shall not be obliged to start the assembly work as long as the Client has not approved the drawing of the items to be assembled executed by the Contractor with the dimensions shown therein and the Contractor has been notified in writing that all prerequisites for an unhindered execution of the assembly work within the meaning of the preceding clause have been fulfilled.

§ 7 Acceptance

(1) Acceptance of all services, construction parts, devices, machines etc. manufactured by the Contractor is essential. In this respect, services and deliveries of the Contractor shall be formally accepted by the Client by signing an acceptance protocol. Machine deliveries can be accepted after written agreement.

(2) However, Supplies and Services shall be deemed to have been accepted

a) if the OP has not received a request from the CO for acceptance

or to sign the acceptance protocol within 10 days, although the Contractor's performance/delivery is ready for acceptance

and the Contractor has pointed out to the Principal that the

the failure to accept without any further explanation will have the effect of acceptance or

or

b) if the assembled item has been released in writing by the

the Contractor is used in accordance with its purpose beyond a test period of 2 weeks without formal acceptance by the Client, or

c) if, at the request of the OP, the plant or machine is installed at a

shipped to a location other than the originally agreed place of installation.

§ 8 Duty to give notice of defects and warranty for defects

(1) The warranty claims of the OP presuppose that he has fulfilled the obligation to inspect the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB), provided that this is a commercial transaction for both parties. Transport damage must be notified to the forwarder; the notification obligations of the general German forwarding conditions shall apply in this respect.

(2) Unless limits for permissible deviations are specified in detail in the order confirmation and designated as such, deviations that are customary in the industry or that are reasonable for the OP (manufacturing and performance tolerances) shall be permissible. Technical improvements as well as necessary technical modifications shall be deemed to be in accordance with the contract, provided that they do not constitute a deterioration of the fitness for use. If the Contractor's prescribed operating or maintenance instructions are defective or not carried out, this shall not constitute a defect, provided that the Principal is responsible for this.

(3) Notification of defects, insofar as they relate to the external condition of the subject matter of the contract, must be made in writing without delay, but no later than 10 days after receipt of the subject matter of the contract.

(4) The notice of defects must be received by the Contractor within the aforementioned period. Defects that are only discovered after the goods have been put into use must also be reported in writing without delay, within 10 days of discovery. If the Customer fails to give written notice within the time limit, he shall lose his warranty rights.

(5) If a defective item is delivered or in the event of a justified complaint, the Contractor shall, at its discretion, provide warranty by repair or replacement. The Contractor shall be entitled to make at least 2 attempts to remedy the defect. If the rectification of defects or other attempts to rectify defects fail within a reasonable period of time, CU may demand a reduction of the purchase price or withdraw from the contract.

(6) Claims for damages shall be excluded unless they relate to the absence of an additional characteristic.

(7) Unless caused by the culpable conduct of the Contractor, there shall be no liability for defects based on the following circumstances, among others:

(a) unsuitable or improper use of the contractual items,

b) improper use of the Contractual Objects outside the technical specifications,

c) incorrect installation or incorrect commissioning,

d) omitted or improper regular maintenance and cleaning according to the company's specifications,

e) installation of other than original spare parts,

f) normal wear and tear,

g) incorrect or negligent handling,

h) use of unsuitable fuels, lubricants, operating materials, etc. i) use with incorrect electrical voltage,

j) contaminated cables.

(8) Unless otherwise agreed in the order, all warranty claims against the Contractor shall become statute-barred within one year after the transfer of risk to the Customer. The above limitation period shall not apply with regard to such claims for damages which are based on a material defect which is due to intentional breach of duty by the Contractor. In such cases, the statutory limitation periods for these claims shall apply.

§ 9 Manufacturing according to the Customer's instructions/ownership of design documents

(1) In the case of manufacture according to drawings, samples and other instructions of the CL, the CO shall not assume any warranty or liability for the functional capability of the product and for other defects, insofar as these circumstances are based on the Customer's instructions.

(2) In cases of para. 1), the CL shall indemnify the CO from any claims of third parties, also from product liability, against the CO due to damage caused by the goods, unless the CO caused the damage intentionally or by gross negligence.

(3) The molding tools and design documents manufactured by the Contractor for the execution of the order shall be the exclusive property of the Contractor. The Client shall not be entitled to any claims in this respect, even if the Client contributes to the costs for the production of forming tools and design documents, unless expressly agreed otherwise.

§ 10 Use of Software

(1) Insofar as software is included in the scope of delivery, the OP shall be granted a non-exclusive, temporally and spatially unrestricted right to use the delivered software including its documentation upon full payment of the contractual items. The software rights shall remain with the Contractor.

(2) The software shall be provided for use on the contractual objects intended for this purpose. Use of the software on more than one system is prohibited.

(3) The Customer may only copy, revise, translate or convert the software from the object code into the source code to the extent permitted by law within the framework of the German Copyright Act (UrhG). The Customer undertakes not to remove manufacturer's details, copyright notices, serial numbers or other features serving to identify the program or to change them without the Contractor's prior express consent. All other rights to the software and the documentation, including copies, shall remain with the Contractor or the software supplier. Under no circumstances shall the Principal have the right to lease or otherwise sublicense the Software, to publicly reproduce or make it accessible by wire or wireless means, or to make it available to third parties - with the exception of end customers or persons who use the contractual objects in accordance with the provisions of the contract - either for a fee or free of charge.

§ 11 Retention of Title

(1) All delivered goods shall remain the property of the Contractor (reserved goods) until all claims have been fulfilled, irrespective of their legal basis, including future or conditional claims arising from contracts concluded at the same time or later. This shall also apply if payments are made on specially designated claims.

(2) Processing of the goods subject to retention of title shall be carried out for the Contractor as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating the Contractor. The processed goods shall be deemed to be goods subject to retention of title within the meaning of item 1). In the event of processing, combination and mixing of the reserved goods with other goods by the Client, the Contractor shall be entitled to co-ownership of the new item in proportion to the invoice value of the other goods used. If the Client's ownership expires as a result of combining or mixing, the Client shall already now transfer the ownership rights to which it is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall hold them in safe custody for the Contractor free of charge. The co-ownership rights arising hereunder shall be deemed to be reserved goods within the meaning of item 1).

(3) The OP shall only be entitled to resell, process or combine the reserved goods with other items or otherwise install them within the scope of proper business operations and as long as he is not in default. Any other disposal of the reserved goods is not permitted. If the OP defers the purchase price to his customer, he shall reserve title to the reserved goods vis-à-vis the latter under the same conditions under which the CO reserved title upon delivery of the reserved goods. Otherwise, the OP shall not be authorized to resell the goods.

(4) The Customer's claims arising from the resale of the reserved goods, including value added tax, are hereby assigned to the Contractor. These claims shall serve as security to the same extent as the reserved goods. The OP shall only be entitled and authorized to resell if he ensures that the claims to which he is entitled therefrom are transferred to the CO.

§ 12 Limitation of Liability

(1) The liability of the CO for damages for culpable acts or breaches of duty, irrespective of the legal grounds, including delay, defective delivery or breaches of duty within the meaning of § 280 of the German Civil Code (BGB) as well as of consulting duties and tortious acts shall be limited in accordance with the following provisions.

(2) In the event of slight negligence, the Contractor shall only be liable in the event of a breach of essential contractual obligations which endangers the purpose of the contract. Otherwise, the Contractor's liability for slight negligence as well as strict liability shall be excluded.

(3) In case of liability, except for gross negligence and intentional fault, the Contractor shall only be liable for the typical and foreseeable damage. Indirect damage and consequential damage resulting from defects of the delivery item shall only be compensable insofar as such damage is typically to be expected when using the delivery item as intended.

(4) Insofar as the liability of the Contractor is excluded, this shall also apply to the personal liability of the employees, representatives and vicarious agents.

(5) The above limitations of liability shall not apply to claims for damages in the event of injury to life, limb or health resulting from a culpable breach of duty by the Contractor or its vicarious agents or legal representatives.

(6) The provisions of the Product Liability Act shall remain unaffected.

§ 13 Agreement on the place of jurisdiction/choice of law clause

(1) The place of jurisdiction for all legal disputes arising from and in connection with the underlying contract shall be the Contractor's registered office. Statutory regulations on exclusive jurisdiction shall remain unaffected.

(2) The law of the Federal Republic of Germany shall apply to all legal relationships between the Contractor and the Client. The UN Convention on Contracts for the International Sale of Goods and any other intergovernmental agreements, even after their adoption into German law, shall not apply.

§ 14 Severability clause

Should any provisions of the underlying contract be or become invalid or void in whole or in part, this shall not affect the validity of the remaining provisions. The same applies if the underlying contract should contain a loophole. Instead of the affected provision or in order to fill the gap, the parties are obliged to adopt an appropriate provision which, as far as legally possible, comes closest to what the parties intended or would have intended according to the economic sense and purpose of the contract, if they had considered the point when concluding the contract or when including a provision later.

Carbo-FORCE GmbH, Preetz