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Terms and conditions of business, delivery and paymentI. Scope 1. These terms and conditions are applicable to all present and future legal relations of a contractual or non-contractual nature between us and the client; even should this not be specifically pointed out in individual cases. Contradicting terms and conditions of the client do not overrule these conditions of sale, delivery and payment, even should we not explicitly object. Any deviating arrangements shall be in writing. 2. Pursuant to these terms and conditions, the “client” shall include both the entity placing the order (orderer) and the entity to which the invoice should be sent as per instruction of the orderer. If this should encompass several clients, then they shall be jointly and severally liable. II. Consideration 1. The prices quoted in the contractor’s offer shall be applicable provided the order information on which the submitted offer was based remains unchanged. The contractor’s prices exclude VAT. The contractor’s prices are ex factory. They exclude packaging, freight, postal charges, insurance and other shipping costs. 2. Later changes made on request of the client shall be for the account of the client, including the cost of machine idle time. 3. Drawings, designs, samples and similar preparatory work done on request of the client shall be for the account of the client, even should no order have been issued. The provisions under Section VIII of these General Terms and Conditions shall apply mutatis mutandis. III. Delivery 1. Conventional discrepancies in respect of appearance, purity, quality and colour of the goods shall remain reserved. 2. Technical changes in respect of previous deliveries or samples remain reserved. Any samples provided are samples from current production and are, for technical reasons, subject to certain variations within the tolerances; such samples will therefore have properties falling within the same tolerance band, but this should not be interpreted as a mean value within the tolerance. 3. For goods that are not in stock or made to order, we are obliged to take over the provisos of our suppliers. 4. The contractor shall forward the goods with the proper care on behalf and at the risk of the client, but the contractor’s liability shall be limited to intent and gross negligence. The goods may be insured at the cost of the client. Insurance will, however, be taken out only on explicit instruction of the client. 5. Delivery deadlines are only valid provided they have explicitly been confirmed by the contractor. If the contract is concluded in writing, then confirmation of the delivery deadline shall also be in writing. 6. The contractor shall at first be granted reasonable respite should he default on his services. Should the period of respite end without satisfaction, the client may withdraw from the contract in writing. Compensation for damages suffered due to such default is limited to the amount of the order (own services, excluding advance performance and materials). 7. Disruption of operations – including both the operations of the contractor and of his suppliers – especially strikes, lock-out, war, riots and all other cases of force majeure, shall not justify cancellation of the contract. The legal concept of fundamental change of circumstances shall remain unaffected. 8. Pursuant to § 369 HGB [Commercial Code], the contractor is entitled to retain all manuscripts, raw materials and other objects supplied by the client until all claims due under the business relationship have been settled. IV. Payment 1. Payments (net price plus VAT) shall be made within 14 calendar days after date of invoice, without deduction. The invoice shall be dated on date of delivery, partial delivery or readiness for delivery (debt collectible by the creditor, default of acceptance). Bank drafts are accepted only after special agreement and with no discount given. Discount and fees shall be for the account of the client. They shall be payable immediately by the client. The contractor shall not be liable for the timely presentation, protestation, notification and for return of the bank draft in the event of refusal, unless he or his vicarious agents are guilty of intent or gross negligence. 2. An advance payment in the amount of 50% of the total may be required for this purpose if the order is for an amount in excess of EUR 5 000.00. 3. The client is not entitled to set off or retain payment, particularly if based on complaints about defects, unless such claims have been acknowledged by us in writing or are res judicata. A client who is a registered trader pursuant to the HGB [Commercial Code] has no right of retention or set-off. The rights pursuant to § 320 BGB [Civil Code] are retained, however, insofar and to the extent that the contractor has not met his obligations under Section VI Clause 4 of these General Terms and Conditions. 4. Payments to our representatives are prohibited. V. Cancellation of contract, default and insolvency 1. In the event that we explicitly agree to the cancellation of a binding order, the buyer shall pay us 10% of the amount of the order, even should we not explicitly repeat this at the time of the cancellation. 2. Should the buyer / contractor be in default, we shall be entitled to demand the return of the goods delivered by us, without withdrawing from the contract. A withdrawal shall be communicated in writing. We shall be entitled to 10% of the amount of the order in the event of a withdrawal, as compensation for the cost of delivered and returned goods, unless the buyer provides proof that we suffered no or minor damage. We reserve the right to provide proof of higher damages. 3. If, after conclusion of the contract, the financial circumstances of the buyer /client should deteriorate or become known to have deteriorated significantly, thereby posing a risk to our claims for payment, or if the buyer / client defaults in meeting his other obligations towards us, or if a bank draft or cheque is returned after due date, or if the buyer generally ceases payment, or if settlement or insolvency proceedings are instituted over his assets, then we shall be entitled at our discretion to make continuation of longer term or pending deliveries conditional upon payment of a deposit or provision of sureties in the case of ongoing work on current orders, or to withdraw from the contract in the case of a contract we have not yet fulfilled. 4. In cases as set out under 3., all other claims which we or another company in our group might have against the buyer / client shall be due immediately and any possible agreements on deferral of payment shall be null and void. 5. If payments are deferred or made later than agreed, then interest will be charged starting from the due date and at the rate of 1.5% per month, but at least 6% above Euribor, without the requirement of dunning or notification of default. VI. Complaints 1. Complaints must be lodged with us in writing by registered letter. 2. The client shall in all cases check the supplied goods for compliance with the contract, including partly finished and intermediate goods which may have been delivered for remediation. After issuance of the release certificate, the risk of possible defects passes to the client, unless the defects occurred or could only be recognised after said release, in a subsequent production step. 3. Complaints are accepted within one week after receipt of the goods. Claims for concealed defects, which could not be found after immediate inspection, may be made against the contractor provided the latter is in receipt of the complaint within six months after the goods have left the factory. 4. In the event of justified complaints, the contractor, in exclusion of other claims, is obligated at his discretion to repair or replace, up to the amount of the order, unless an assured property is lacking or unless the contractor or his vicarious agent are guilty of intent or gross negligence. The same shall apply in the case of a justified complaint or remediation or supply of a replacement. The client is, however, entitled to withdraw from the contract if the remediation or replacement is delayed, not performed or unsuccessful. Liability is excluded for secondary damages, unless the contractor or his vicarious agents are guilty of intent or gross negligence. If the subject matter of the order is job refinement or further processing of products, then the contractor shall not be liable for the consequential impairment of the product to be refined or processed further, unless the damage was due to intent or gross negligence. 5. Defects in part of the supplied goods do not justify a complaint including all of the delivery, unless the partial delivery is of no interest to the client. 6. Variations in the properties of materials procured by the contractor are exempt from claims, provided such variations have been declared acceptable in the supplier’s conditions of supply, or once they are due to manufacturing methods. Defects which the client did not notice on inspection of the release certificate are likewise exempted from claims. 7. We are entitled to label the goods with our company text and logo and with a production ID number. 8. The client agrees that samples of the goods which we manufacture for him may be used for demonstration and for advertising purposes. 9. Should claims for damages against us be justified for any legal reasons, then our liability shall in all cases be limited to the order value of the goods giving rise to the damage due to or as a result of their supply. 10. Liability is excluded for used goods. VII. Safekeeping, insurance 1. Samples, raw materials and other re-usable items, including semi-finished and finished products shall only be stored beyond the delivery date by prior agreement and subject to a special fee. The liability of the contractor is limited to intent and gross negligence. 2. The aforementioned goods provided by the client will be handled with care until the date of delivery. The liability of the client shall be limited to intent or gross negligence. 3. The client is personally responsible for any insurance cover for the aforementioned objects, if applicable. VIII. Ownership and copyright 1. The operational tools deployed by the contractor for the manufacture of the contractual products remain the property of the contractor and are not handed over, even if they are separately invoiced. 2. The liability of the client is limited to instances where the execution of his order violates the rights, in particular the copyrights, of third parties. The client shall exempt the contractor from all third party claims based on such violations of rights. IX. Retention of title 1. Our deliveries are exclusively with retention of title. Ownership only passes to the client once he has settled all his obligations arising from our delivery of goods. This also applies should the purchase price / compensation for certain delivered goods designated by the client have been paid. On a current account, the retention of title to the property is our surety for the balance claims. 2. The client is entitled to sell the supplied goods in the conventional trade. He is prohibited from pledging or transferring as security. The client shall immediately inform us about pledging or any other impairment or our rights by third parties. Should the client sell the goods delivered by us, then he herewith agrees to cede to us all his claims against his buyers arising from the sale, including all secondary agreements, from this point in time until all our claims under the delivery of the goods have been settled. The client undertakes on our request to notify us of the sale to third party buyers and to provide us with the information and associated documentation we need to assert our rights. 3. The client is obligated to inform us immediately should the assets serving as our security be attached by a third party. The client shall bear the costs arising from the assertion of our security interests against debtors, other beneficiaries and third parties. 4. If the agreed collaterals in favour of Swedex GmbH Industrieprodukte exceed the outstanding claims by more than 20%, then Swedex GmbH Industrieprodukte shall on demand release collaterals as they see fit. X. Call orders Call-off orders are delivered twelve months after receipt of order at the latest, unless a delivery date was otherwise agreed upon in writing. XI. Duty to cooperate 1. The orderer is obligated to provide all the information required and make available all the documentation necessary for the execution of the order without delay. Should the orderer, despite dunning, not honour his duty to cooperate, then this shall be considered an unjustified and final repudiation of the contract, entitling us to demand payment of the wages before completion of the product. Rights pursuant to §§ 642, 643 and 645 BGB [Civil Code] remain unaffected. XII. Place of performance and jurisdiction and effectiveness 1. The place of performance and jurisdiction shall be Neuss. 2. Any ineffectiveness of one or more provisions shall be without consequence to the effectiveness of the remaining provisions. 3. German law shall exclusively be applicable to contracts with foreign buyers. 4. Should individual components of the above provisions be ineffective or be excluded by dint of a special agreement, the remaining provisions shall not be affected thereby.

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