BRUCHSALER FARBENFABRIK GmbH & Co. KG

General Terms and Conditions of Sale

The following General Terms and Conditions of Sale shall apply exclusively to all deliveries and services carried out for companies, legal persons under public law and special funds under public law, in the sense of Section 310 paragraph 1 of the German civil code (BGB). These General Terms and Conditions of Sale shall also apply to all future transactions with the purchaser, insofar as they are legal transactions of a similar kind. We shall only recognise any terms and conditions of the party to the Agreement which conflict with or deviate from our General Terms and Conditions of Sale if we expressly agree to their effectiveness in writing.

I. Applicability, Prices

Our offers are non-binding with regard to price, quantity, delivery time and availability. An agreement shall only be concluded by our written order confirmation or by us carrying out the order.

Unless otherwise expressly agreed, our prices are ex works and do not include freight costs, customs duties, import duties, packaging or VAT at the rate applicable upon delivery. Our prices are calculated on the cost basis applicable on the day of the offer or order confirmation. If, after conclusion of the Agreement, duties or fees should increase which affect traffic of the goods (e.g. freight, taxes), we shall be entitled to implement corresponding price increases. The same shall apply to agreed increases in wages and price increases by upstream suppliers which come into effect after conclusion of the Agreement. In this event the purchaser shall be entitled to withdraw from the Agreement within 14 days of notification of the price increase.

Unless otherwise agreed, our goods are intended to be used in the purchaser’s own business. The purchaser undertakes, insofar as the purchaser shall use the goods, to only advertise the contractual goods in a suitable fashion. The purchaser is aware that false advertisements of characteristics of the goods can lead to warranty claims. Therefore, the purchaser undertakes to indemnify us in all cases against the consequences of such advertisements and to compensate us for all damage arising from the breach of this obligation.

II. Information, Advice

All information on percentage contents or mixture ratios in our goods is to be merely considered average values. This information shall not count as an assurance of a specific characteristic of the goods. The goods shall be expressly subject to such variations as are inevitable, despite all precautions, during production of the goods and determination of the values.

Our application-specific information and advice, both written and graphic, are provided to the best of our ability based on our research work and experience. However, all information on the suitability and use of our goods shall be non-binding and shall not exonerate the purchaser from carrying out its own inspections and tests. Any assurances concerning specific characteristics of the goods are to be granted expressly and must be made in writing.

III Warranty, Liability

The purchaser shall be responsible for inspecting the goods delivered by us immediately upon receipt thereof. Any complaints of the purchaser due to material defects or incorrect delivery or quantities must be filed with us immediately in writing, or within one week of receipt of the goods at the latest. Any defects or deviations which could not have been discovered within this period by even a careful inspection are to be communicated to us in writing immediately upon discovery, or within one week of discovery at the latest. Any such delayed reports shall cause the warranty to be excluded.

Our seller’s warranty for the defect-free condition of our products shall last for 1 year after delivery. This shall not apply if, in accordance with Section 438 paragraph 1 no. 2 BGB, the German act on construction work and objects for construction work (Gesetz für Bauwerke und Sachen für Bauwerke) prescribes longer periods of time for recourse claims pursuant to Section 479 paragraph 1 BGB and for construction defects pursuant to Section 634a paragraph 1 no. 2 BGB. In the case of claims based on injury to life, limb or health, intentional or grossly negligent breach of duty or malicious concealment of a defect, the statutory periods of limitation shall apply. These shall also apply in the case of claims pursuant to the German product liability act (ProdHaftG).

In the case of substantiated complaints, we shall primarily fulfil the warranty by carrying out subsequent delivery or replacement. The purchaser shall only be able to demand a reduction of the purchase price or termination of the Agreement, if the subsequent delivery or replacement fails to take place within a reasonable period of time.

The regulations above and restrictions of liability below notwithstanding, we shall be unrestrictedly liable for injuries to life, limb and health based on negligent or intentional breach of duty by our legal representatives or vicarious agents, as well as for damage covered by liability in accordance with the German product liability act. Likewise, we shall be unrestrictedly liable for damage caused by intentional or grossly negligent breach of contractual obligations or maliciousness by our legal representatives or vicarious agents. Insofar as we have provided a written guarantee of durability and/or quality, we shall also be liable thereunder. However, we shall only be liable for damage based on the lack of said guaranteed quality or durability, but which does not occur directly on the goods, if the risk of such damage is clearly covered by the guarantee of durability and/or quality. We shall also be liable for damage caused by ordinary negligence insofar as this negligence concerns a breach of contractual obligations to which adherence is of particular significance for the fulfilment of the purpose of the Agreement (cardinal duties). However, we shall only be liable insofar as the damage is typically predictable and related to the Agreement. This shall also apply insofar as liability for legal representatives, executives and other vicarious agents is concerned. In the case of ordinarily negligent breach of secondary obligations not essential to the Agreement, we shall generally not be liable. Further liability is excluded, regardless of the legal nature of the claim brought. Insofar as our liability is excluded or restricted, this shall also apply to the personal liability of our employees, workers, colleagues, representatives and vicarious agents.

IV. Shipment, Delivery

Our goods shall only be delivered in standard packaging unless otherwise agreed in writing.

Even in the case of free delivery, the risk shall be transferred to the purchaser upon transfer to the first carrier. The purchaser must file any complaints based on transport damage directly with the carrier within the corresponding deadlines. If it has been agreed that we shall bear the transport costs, we shall insure the goods against transport damage.

If we have undertaken to carry out free delivery and, at the request of the purchaser, a specific delivery method and/or delivery route is selected, the purchaser shall account for the difference in cost between that and the cheapest delivery option.

Insofar as reasonable, we shall be entitled to carry out partial deliveries.

Delivery times and deadlines specified by the purchaser shall not be binding for us unless otherwise expressly agreed in writing. We shall not be liable for force majeure or events preventing or obstructing us from carrying out delivery, e.g. material procurement difficulties occurring after the order is placed, disrupted operations, strikes, lockouts, government action etc., even if delivery times and deadlines had been bindingly agreed and even if they happen to our suppliers and their sub-suppliers. These events shall entitle us to either postpone delivery by the duration of the disruption plus a reasonable start-up time, or withdraw from the Agreement, either fully or partially, due to the section not yet fulfilled. We shall inform the purchaser of the occurrence and cessation of such conditions. If the disruption should last for over 3 months, the purchaser, after setting reasonable subsequent deadlines, shall be entitled to withdraw from the Agreement due to the section not yet fulfilled.

If the purchaser should default in accepting or violate other cooperation obligations, we shall be entitled to demand compensation from the purchaser for any damage arising due to the default. Our additional rights shall remain unaffected.

If an agreed delivery deadline is not adhered to as a result of our culpability and provided that we have not acted with intent or gross negligence, the purchaser shall be entitled, excluding additional claims and upon expiry of a reasonable subsequent deadline, to demand compensation for delayed completion or to withdraw from the Agreement if the purchaser had pointed out the rejection of the service in writing when setting the subsequent deadline. The compensation for delayed completion shall be restricted to a maximum of 5% of the part of the delivery in question which did not take place as intended under the Agreement.

We shall only be required to have the goods in stock for orders on call if we undertake to do so in writing. If we have confirmed orders on call in writing, the corresponding deadlines must be reasonable and the indicated quantities must be accepted within one year of conclusion of the Agreement. If, despite being urged to do so, the purchaser should fail to accept the goods within a reasonable period of time, we shall be able to withdraw from the Agreement and demand the agreed remuneration minus any expenses saved.

In the case of deliveries abroad, the INCOTERMS shall apply as amended (the German translation thereof) on the date of conclusion of the Agreement, insofar as these General Terms and Conditions of Sale contain no deviating provisions.

V. Payments

Our invoices are payable within 10 days of the invoice date with a 2% discount, or within 30 days of the invoice date, net. We shall be entitled to make the invoices payable on a specific date. The maturity date specified on the invoices shall count as agreed. We shall also be entitled not to provide a discount, provided that we indicate this on the invoice. We shall only be obliged to accept bills if this has been agreed expressly during conclusion of the Agreement; tax on bills of exchange and costs shall be borne by the purchaser and shall be payable upon submission of the bill.

If the purchaser should default in payment, we shall be entitled to charge interest on arrears at a rate of 8% above the base interest rate. The interest on arrears is to be applied at a higher interest rate if we provide evidence of being subjected to a higher interest rate (e.g. borrowing costs).

In any case we shall be entitled to demand advance payment for outstanding deliveries. Non-adherence to terms and conditions of payment and conditions justifying serious doubt as to the creditworthiness of the purchaser shall cause all of our accounts receivable to instantly mature. In this case, we shall also be entitled to demand advance payment for outstanding deliveries and, after setting reasonable subsequent deadlines, withdraw from the Agreement or demand compensation due to non-fulfilment. Furthermore, we shall be entitled to forbid the purchaser from re-selling the goods and reclaim goods as yet unpaid, at the cost of the purchaser.

We shall be entitled to settle payments from the purchaser with our accounts receivable at our own discretion, even if otherwise specified by the purchaser. The purchaser shall only be entitled to set off with accounts receivable which have been uncontested or upheld and declared unappealable. The same shall apply to the purchaser exercising rights to withhold performance and rights of retention against the claim for payment of the purchase price.

Vl. Retention of Title

All goods delivered by us shall remain our property until full payment of all present and future accounts receivable (including secondary receivables such as bill of exchange costs, financing costs, interest etc.) connected to the business relationship, regardless of legal basis, even if the purchase price has already been paid for specially designated accounts receivable. In the case of an open account, the retained property shall also serve to ensure our balance claims. If liability for a bill is established on our part in connection with payment of the purchase price, the retention of title shall not expire before the purchaser, as the drawee, honours the bill.

The purchaser shall be entitled to use the goods which remain our property in the normal course of business, provided that the purchaser punctually fulfils its obligations arising from the business relationship with us.

Any processing of our goods by the purchaser on our behalf shall take place under exclusion of the acquisition of ownership pursuant to Section 950 BGB. Based on the ratio of the net invoice value of our goods to the net invoice value of the processed goods, we shall become joint owners of the created object; this shall serve as a good subject to retention of title in order to secure our claims. If our goods are processed with other goods not belonging to us, the provisions of Sections 947 and 948 BGB shall apply, resulting in our joint ownership share of the new object now counting as a good subject to retention of title in the sense of these provisions. In these cases, the purchaser shall count as the trustee.

If the purchaser should default in payment, we shall be entitled to withdraw from the Agreement without setting subsequent deadlines and to demand - at the cost of the purchaser - the surrender of the goods which remain our property. We reserve the right to bring additional claims for damages, especially for lost revenue. For the event that the goods are re-sold, the purchaser shall now assign to us all receivables and other claims, including all ancillary rights, arising against its customers from the re-sale, until all of our claims are fulfilled. Insofar as we have become joint owners due to processing, connecting or mixing our goods, the assignment shall apply at the value of our joint ownership share. At our request the purchaser shall be obliged to provide us with all information and documents necessary to assert our rights against the customers of the purchaser. Likewise, the purchaser shall be obliged at our request to inform its customers of the assignment.

If the value of our securities should exceed our total claim by more than 20%, we shall be obliged at the request of the purchaser to release securities at our own discretion.

Attachments or seizure of the goods subject to retention of title by third parties are to be reported to us immediately. Any costs of intervention accrued thereby shall be borne by the purchaser, insofar as they are not to be borne by third parties.

If, subject to these provisions, we assert our retention of title by recalling the goods in question, we shall be entitled at our own discretion to sell the goods on the open market or have them auctioned. The goods shall be taken back at the price attained, or up to the agreed delivery prices at the most. We reserve the right to bring additional claims for damages, especially for lost revenue. The purchaser shall bear the costs of recalling the goods subject to retention of title.

II. Final Provisions

We shall be entitled to process the data on the purchaser received with regard to the business relationship or in connection therewith, in the sense of the German federal data privacy act (BDSG). German law shall exclusively apply. The UN Convention on Contracts for the International Sale of Goods shall be excluded.

If the purchaser is an entrepreneur, the following shall apply: The place of fulfilment for all services arising from the supply relationship of the parties to the Agreement shall be Bruchsal. The place of jurisdiction for all disputes arising from the contractual relationship between the parties shall be Bruchsal or the place of general jurisdiction of the purchaser. Any amendments and/or supplements to the Agreement must be made in writing. This shall also apply to the agreement to impose this written form requirement. If any of the provisions above should be or become ineffective, this shall not influence the effectiveness of the remaining provisions.

Last amended: October 2012