Terms of Sale and Delivery (continued)

4. Prices
In as much as there is no other stipulation on the confirmation of order, prices shall be valid “ex works” exclusive of packaging. rotec shall be reserved the right to correspondingly raise prices once 6 weeks have elapsed after the contract has been concluded, should there be increases in the price factors, such as changes to customs tariffs, relations in exchange rates, taxes, production and freight costs, material costs, energy costs or due to pay settlements

5. Payment, retention, offsetting
In as much as there is no other stipulation on the confirmation of order, the purchase price shall be due for payment immediately without deduction. The invoiced amounts shall be paid in chronological order exempt from charges, without further deductions, and cash or by transfer to an account stated on the invoice. Should payments not be adequate for discharging the claim, they shall be initially offset on contingencies and interest and finally on the commodity value. Payment by cheque shall occur in fulfilment and shall require rotec’s approval; bills of exchange shall only be able to be accepted after prior arrangement. The purchaser shall bear discount, protest and collection charges. In as much as no other periods of grace have been arranged in writing, default shall be incurred within 14 days after invoicing. Once this period has elapsed, interest shall be paid on the purchase price with 8 percentage points above the particular basic rate of interest of Deutsche Bundesbank concerned. Claims for further damage caused by delay shall remain reserved. In the case of default in payment, cheque or bill protests, all claims shall be immediately due; any diverging agreements made beforehand shall become void. In such cases, rotec shall be authorised to demand cash before delivery for any deliveries en route and still to follow from current business. Should rotec become aware, during execution of an order, of circumstances suggesting the purchaser’s unreliability or credit unworthiness, cash before delivery may likewise be demanded for further deliveries. Should the purchaser pay in foreign currency, crediting shall be entered on the day and at the rate that rotec settled with its bank. The purchaser shall only be able to declare settlement with legally determined, undisputed counter-claims or such recognised by rotec. The purchaser shall only be authorised to exercise a retaining lien in as much as a counter-claim is based on the same contractual relationship. The purchaser shall not be entitled to a retaining lien due to partial payments in accordance with § 320 Subcl. 2 BGB.

6. Guarantee; compensation, statute of limitations
rotec shall guarantee good commercial quality of the products supplied in accordance with the specifications in their order confirmations. Only those features shall be guaranteed that are expressly characterised as such in writing. Should the delivered product have a deficiency, the cause of which was apparent at the time of the transfer of risk, the purchaser shall have claim for subsequent fulfilment by the defect being remedied or by delivery being renewed. Should subsequent fulfilment be unsuccessful, the purchaser shall be authorised, notwithstanding any mandatory legal compensatory claims and rights of indemnity, to reduce payment or, in case of considerable breach of duty by rotec, to withdraw from this agreement. However, the prerequisite for warranty of fitness shall be that it is not based on improper use, flawed assembly or use, remiss treatment or implementation of unsuitable facilities by the purchaser or third parties; natural wear, chemical, electro-chemical or electrical influences, and that the purchaser shall not be in default of payment. The statute of limitations for warranty claims shall be 12 months, calculated as of the time of the transfer of risk. In as much as the purchaser makes compensatory claims or identifies rights of indemnity, rotec shall only be liable for malice or gross negligence including malice or gross negligence of rotec’s representatives or vicarious agents. Furthermore, rotec shall be liable in accordance with the legal provisions, if a culpable essential contractual infringement is existent, as well in case of injury to life or limb and in as much as rotec has undertaken written guarantees. On violation of an essential contractual obligation, compensation shall be limited to foreseeable, typically occurring damage, if there be no malice or gross negligence, and in as much as there is no liability for injury to life or limb or from undertaken written guarantees. In this respect, these compensatory claims shall become barred by the statute of limitations in twelve months. Mandatory provisions of the Product Liability Act shall remain unaffected.

7. Title retention
Delivered products shall remain rotec’s property up until complete payment of all demands from the business relations. Should the value of the securities exceed the value of the demands by more than 20 %, rotec shall undertake, on the purchaser’s demand, to release reserved property. The purchaser shall be able to process the products in the usual operations of his or her company; processing shall occur for rotec as the manufacturer. The manufactured product shall also be said to be reserved in the sense of the previous paragraph. Should the purchaser connect or mix the reserved product with products from other owners, rotec shall be joint owner in the ratio of the invoiced amount of the products supplied by them to the invoiced amount of the other products used. The purchaser shall be able to sell the reserved product in usual commercial transactions, provided he or she is not in default. The demands arising from the further sales shall now be assigned to rotec to the amount of the finally invoiced amount including sales tax. They shall serve to the same extent as security as the reserved product sold. Should the purchaser sell the reserved product together with other products, then he or she shall now assign to rotec with all securities that part of the demand that corresponds to the ratio of the invoiced amount of the product supplied by rotec to the invoiced amount of the other products. The purchaser shall be able to collect the demands from the further sale, provided that rotec does not revoke this authorisation. Should the purchaser default on his or her payments, then he or she shall, on rotec’s request, immediately inform his or her customers of assignments to rotec and grant the latter information and inspection necessary for collecting the assigned demands. The purchaser shall undertake to immediately inform rotec of seizures and any other impairment of their rights reserved. The purchaser shall not be authorised to any other dispositions concerning the rights reserved; this shall also apply to factoring business.

8. Place of fulfilment, place of jurisdiction and applicable law
The place of fulfilment for delivery shall be rotec’s operational facilities. The place of fulfilment for payment shall be rotec’s business headquarters. The place of jurisdiction shall be rotec’s business headquarters at Ahaus, Germany. rotec shall, however, be authorised to bring an action against the purchaser at any other lawful place of jurisdiction. This agreement shall be subject to the laws of the Federal Republic of Germany with the exception of the Convention of the United Nations about the International Sale of Goods (CISG) and the rules of international private law.