General Conditions of Sale and Supply of Berlin Plastix Ltd.
for transactions with companies

I. General

1. These General Conditions apply only to transactions with companies within the meaning of the German Civil Code.
2. All supplies and services, including advice, proposals and other ancillary services, are provided solely on the basis of the following General Conditions of Sale and Supply (GCS). Conditions of trade opposing or departing from the present Conditions, especially Purchaser's Conditions of Purchase, are expressly rejected and repudiated unless agreed with us in writing.
3. On placing the order or accepting the service, the Purchaser acknowledges the application of our GCS to the present and all future transactions.
4. Agreements of any kind must be made in writing for clarification and as evidence.
5. The customary commercial contract formulae will be interpreted under the current version of Incoterms.

II. Conclusion of contract

All our offers are made without obligation unless expressly designated as binding; in the latter case, the contract is concluded on ordering by the Purchaser unless we immediately notify our rejection of the contract.

III. Dispatch

1. Dispatches are made ex works or remote stores unless agreed otherwise (EXW). If not agreed otherwise we shall select the method of dispatch and route without responsibility for cheapest shipment.
2. Notwithstanding paragraph 1, on procurement of building paint and / or building colors as from 100 kg/l upwards, supply will be made carriage-paid to the Purchaser's station (CPT).

IV. Delivery

1. Stated delivery dates indicate only the approximate delivery period unless agreed otherwise. The date of delivery is the day on which the goods leave the plant or store; if the goods are not dispatched, an indication of our readiness of delivery shall be sufficient.
2. Part-deliveries agreeable to the Purchaser are permitted. If acceptance of part-deliveries is agreed within a specified period, the part-deliveries shall be more or less evenly distributed unless agreed otherwise. The Purchaser may exceed the projected call dates by not more than one month.
3. Deliveries in excess or short, customary for the industry, are permitted.
4. We are permitted to exceed or fall short of agreed supplies to custom-made goods by up to 10 % if reasonable to the Purchaser. The Purchaser of has an obligation of acceptance as far as custom made goods are concerned, cancellation being prohibited accordingly.
5. On the Purchaser failing to accept the goods, we shall be entitled at our discretion to dispatch them at the Purchaser's expense or to store them if no other course is possible, if necessary also in the open. We shall in that case not be liable for chance of destruction, loss of or damage to the goods.
6. All supply obligations are subject to us ourselves being supplied; we shall be discharged of our supplier's liability if we are not supplied.
7. We are not responsible for disruption in supply due to force majeure or events whose causes lie beyond our control – which also includes lawful strike and lock-out at our premises or those of our suppliers or sub-suppliers, instructions by authorities, etc. – even if due dates and time limits were agreed. In that case, we shall be relieved of our liability to supply for the duration of the disruption and its effects. We shall be entitled to entirely or partly abandon the contract in respect of the part not yet discharged, but in case of delay only when performing cannot be reasonably demanded. The Purchaser is entitled to cancel the contract in respect of the part not yet executed after a period of grace has expired, if the disruption in supplies and services continues for more than two months and the supply of the subject matter purchased is therefore no longer of interest to him. No further claims, especially claims in damages, are vested in the Purchaser.
8. If delivery is made in returnable containers, these must be returned within 90 days following receipt of the consignment completely emptied and carriage paid. The Purchaser will be responsible for loss and damage to returnable packaging. Returnable packaging may not be used for other purposes or for containing other products. It is intended solely for transporting the goods supplied. Markings may not be removed.
9. We shall not collect non-returnable packaging but will instead indicate to the Purchaser a third party which will have the packaging recycled in accordance with the Packaging Regulations.

V. Prices, Payment

1. Unless indicated otherwise in writing, our prices apply ex works exclusive of VAT.
2. The weights, number of items and quantities ascertained by us are decisive for calculation, unless the Purchaser repudiates them immediately, in any event within 14 days following receipt.
3. All expenses incurred in connection with the contract in the Purchaser's country, including charges and taxes, will be borne by the Purchaser, even if they were not known when the contract was concluded.
4. Custom-made goods will be calculated with a surcharge on our list prices (special order increment).
5. Unless agreed otherwise, all payments shall be made without any deduction and without charges to our banks within 30 days net or 10 days with 2 % discount as from invoice date. New invoices may not be discounted as long as existing due invoices remain unsettled.
6. Payments, also by bills and checks, are only deemed made after the sum concerned has been credited to our account. Bills and checks do not entitle to a discount. The Purchaser shall bear bank, discounting and collection charges.
7. Receipt of payment by ourselves is decisive for payment by the due date.
8. If the Purchaser is in arrears, our total claims under the business connection with the Purchaser will mature immediately. The same applies if a bill is protested or a check is dishonored, or if the Purchaser is likely to become insolvent. We may at our discretion demand advance payment or putting up of security for supplies still outstanding.
9. The Purchaser is entitled to make set-offs or retain payments only insofar as the counter-claim is legally confirmed or acknowledged by ourselves.

VI. Reservation of title

1. We reserve our right to goods supplied by us until the Purchaser has settled all receivables under the mutual business connection with ourselves, including any overdraft.
2. The Purchaser is entitled to process, combine or mix our goods in pursuit of ordinary business operations.
   a) If our title is lost through processing, it is agreed that the Purchaser will grant us partial co-ownership corresponding to the proportion of the amount of the invoice value to that of the new product and transfers this part-title to us as from now. Transfer as required for joint ownership is replaced by an agreement that the Purchaser will keep the article for us on a borrowed basis or, if the Purchaser does not have the article in his possession, through the assignment already hereby agreed of the recovery entitlement against the holder to ourselves.
   b) Insofar as goods are combined or mixed with the main goods of a third party free of charge, it is agreed that the Purchaser assigns his payment claims against the third party to ourselves as from now, up to the invoice value of the goods supplied, as security.

VI. Reservation of title

3. The Purchaser is entitled to dispose of goods under reservation of title in the ordinary course of business.
4. The Purchaser as from now transfers receivables and ancillary and collateral rights under the sale of goods to which we have reserved rights, to us as security to the extent of our share in title to the goods sold. The Purchaser is entitled to collect the assigned receivables.
5. The Purchaser's rights under paragraphs 2 through 4 are vested in him only as long as he fulfils his obligations under the trade connection with ourselves. The Purchaser is not authorized to any other manner of disposal of goods to which we have reservation of title or joint title or of receivables assigned to us. The powers expire automatically as soon as the Purchaser suspends payments.
6. The Purchaser is not entitled to pledge goods under reservation of title or transfer title to them as security or to assign or pledge receivables. The Purchaser shall inform us immediately of encroachments by third parties on rights to goods wholly or partly owned by ourselves. If realization of our claims is jeopardized, the Purchaser shall on our request inform his customers of the assignment and provide us with all necessary information and documents concerning the position of goods to which we have reserved title and concerning receivables assigned to us.
7. Should our reservation of title become invalid abroad, the Purchaser shall immediately provide us with security for our receivables that is effective under currently applicable law and that comes as close as possible to reservation of title under German law.
8. If the value of security put up for us exceeds our claims by more than 20 % overall, we shall at the Purchaser's request release security accordingly at our discretion. The realizable value (collateral value) of the security is decisive in its valuation.
9. The Purchaser undertakes to keep goods to which we have rights of title with the care of a prudent businessman, keep them safe and at his own expense insure them against loss and damage and show proof to us of such insurance at our request. The Purchaser assigns his claims under this insurance to us as from now as security.

VII. Complaints

1. The goods supplied shall be checked immediately on receipt. Shortages and other evident defects shall be advised in writing within 8 days following arrival of the goods, with a precise indication of the reason for the complaint. Defects subsequently discovered shall be notified in writing within the same time limit as from their discovery.
2. No complaints will be accepted unless made in good time.
3. The period of prescription for complaints is one year.
4. Complaints will be settled at our discretion by repairs free of charge or by replacement of the goods complained of (replacement supply). In the event of the above further action being unsuccessful, not forthcoming or delayed for reasons attributable to ourselves, the Purchaser will be entitled to cancel the contract or to reduce the price for the goods. Claims in damages are excluded.
5. If we have obtained the defective goods from a sub-supplier, we assign our rights regarding defects to the Purchaser as from now and will only be secondarily liable. The Purchaser undertakes to bring legal proceedings against the sub-supplier beforehand.
6. No information appearing in our publications concerning our products represents a statement of the properties of the goods. The properties, suitability, qualification and function and intended use of our goods are determined solely by the product descriptions underlying the sale contract concerned. In any event, departures customary for the industry are permitted unless agreed otherwise in writing. In view of the multiplicity of substrates and object conditions, the Purchaser / user is not relieved of his obligation to check our materials expertly on his own responsibility for suitability for the proposed purpose under the prevailing material conditions and to process them in accordance with the state of the art.

VIII. Other liability

1. Liability for other contractual and non-contractual damage due to casual negligence is excluded except for damage consisting in breach of substantial legal entitlements, such as health and life or breach of cardinal duties under the contract, or insurable losses that we might be expected to insure.
2. Liability for indirect loss is excluded.
3. The financial extent of our liability on all legal grounds, contractual or non-contractual, is limited to twice the purchase price.
4. Exclusions and limitations of liability do not apply in the case of willful act, under guarantees and in the case of mandatory liability under the German Civil Code and Product Liability Act.
5. We are not liable for legal or financial disadvantage sustained by the Purchaser under foreign patents or foreign regulations concerning statutory legal protection when selling or using our goods.
6. In the case of goods and materials merely distributed by ourselves, we shall only be secondarily liable. We consequently assign to the Purchaser any claims that we have against the manufacturers and / or previous suppliers concerned.

IX. Technical advice on applications

Recommendations concerning applications given verbally and in writing are not binding and establish no contractual relationship and no ancillary obligation under the purchase contract. They do not relieve the Purchaser from his own responsibility of checking the goods supplied by us for their suitability for his intended use.

X. Purchaser's Liability

1. We have no means of verifying application, use and processing of goods and this is therefore a matter within the Purchaser's area of responsibility.
2. The Purchaser undertakes to hold us harmless against all claims in damages by third parties if by using or selling our goods he infringes their patents.

XI. Place of performance, place of jurisdiction, applicable law

1. The place of performance and jurisdiction is the vendor's seat. German courts are agreed to have international jurisdiction. However, we are entitled to pursue our claims in the customer's general place of jurisdiction as well. This also applies to disputes concerning the processing of documents, bills and checks.
2. All transactions including delivery by Berlin Plastix Ltd. as well as contracts resulting from such transactions are governed by German Law. The applicability of the “UN Sale of Goods Law” of April 11, 1980 is excluded.
3. Should individual provisions of this contract or these GCS be or become invalid, the validity of the other provisions shall not be affected in consequence.

Berlin Plastix Ltd.
Stromstrasse 1, 5th floor
D - 10555 Berlin, Germany
Tel.: +49 (0)30 - 39 88 14 50
Fax: +49 (0)30 - 39 88 14 51