General Terms of Business

1. General

a) The following general terms of business apply to business transactions with contractors (section 14 of German civil code BGB), public law legal persons, and public special revenue funds. Separate GTB apply to the sale of consumer goods and/or distance selling contracts. Conditions contradicting or deviating from our GTB are only binding for us to the extent in which we have expressly agreed to them in each individual case. In the absence of any express contrary agreements between us and our customers, the regulations provided by the German civil code BGB apply in all other respects. Only section 6b) applies to building works, in all other respects the GTB are not applicable.

b) Our offers are without engagement; orders and other agreements only come into existence by written confirmation.

c) The customer is personally responsible for the completeness, accuracy and timeliness of performance documents needing to be obtained or created by the customer.

d) If we commission production capacities at the behest of a client and the performance is delayed or not executed for reasons the client is answerable for, the client is liable for the damages resulting therefrom.

2. Delivery

a) Place of performance for delivery is our concrete factory, distribution warehouse or the relevant facility of the company acting at our behest, unless other agreements were made. Every delivery is made for the account and risk of the customer.

The shipment type is at our discretion as long as no particular shipment type has been agreed upon. In the absence of contrary agreements we reserve the right to fulfil orders by way of partial deliveries. Non-substantial complaints regarding partial deliveries do not release from the obligation to purchase the remaining volumes of the ordered goods as agreed upon. Contract-compliant delivery to the building site is made on the assumption that the buyer provides suitable access paths and immediate unloading; otherwise the buyer is liable for any resulting damages and additional costs.

b) In the absence of contrary agreements, agreed upon delivery dates relate to the provision of the goods for handover and/or shipment ex factory or distribution warehouse, respectively. Our duty of delivery is suspended to the extent that the performance documents required for the respective part of the delivery, as well as the documents required for or serving the purpose of order execution, have not been provided to us, and/or information of this nature has not been communicated to us.

c) Raw material or energy shortages, work stoppages, lockouts, traffic hold-ups and administrative orders, as well as delayed delivery by pre-suppliers, malfunctions, all cases of force majeure and other circumstances neither we nor one of the companies working for us are answerable for, release us from our duty to deliver for the duration of their existence insofar as they impair our capacity to deliver. In the cases just mentioned we are furthermore - notwithstanding sections e) and f) of this paragraph - at liberty to withdraw from the contract without compensation, if the performance has become impossible and/or unconscionable for us, or if no end is foreseeable for the performance obstacle. We are also entitled to withdrawal if the costs of raw materials or energy supplies rise unexpectedly or exceptionally (20 % or more), thereby impacting the selling price, after order confirmation. In return the customer is entitled to withdraw if the costs of raw materials or energy supplies fall unexpectedly or exceptionally (20 % or more), thereby impacting the selling price, after order confirmation. Our duty to deliver rests as long as a payment due to us from the customer is delayed. ¬If we gain knowledge of facts or circumstances giving us reason to doubt the customer's ability to pay (e. g. non-payment of overdue or dunned bills) and the client is not prepared to provide adequate security, despite a request to this purpose, we are at any point in time entitled to withdraw from this contract without compensation in parts or entirely - taking into account section e) of this paragraph.

d) The customer is entitled to withdraw from the contract for the respectively delayed delivery, or entitled to demand compensation in accordance with section e), if the supplier is delayed with the delivery and a reasonable period of grace granted by the customer has expired fruitlessly. At our request customers are within a reasonable period of time required to declare whether they intend to withdraw from the contract owing to a delayed delivery, and/or to claim damages in place of delivery, or to insist on the delivery.

e) We are liable for delayed delivery or performance according to legal provisions in case of intent or gross negligence on our part or that of a representative or vicarious agent of ours. In other cases of delayed performance the seller's liability for damages besides the performance is limited to 5 % and for the damages in place of performance to 10 % of the value of the delivery or performance.

Any further-reaching rights of the buyer are excluded - also following the expiry of a delivery or performance deadline set for us. Above limitation does not apply to liabilities based on damage to life, body or health.

f) Penal sums against us are only effective if they have been specified in a special agreement.

g) Packaging brought into circulation by us is only accepted back by our places of operation within the framework provided by legal stipulations insofar as they are emptied of residues, not soiled and delivered grouped by type by the customer or at the customer's cost, respectively.

h) If the customer delays acceptance we are entitled to demand reimbursement of the resulting damages and possible additional costs. The same applies if the customer culpably violates participation duties. With the onset of the acceptance and/or debtor's delay, the risk of contingent deterioration and contingent destruction passes to the customer.

3. Quality Defects

a) We are required to remedy, re-deliver or re-perform, at our discretion and free of charge, any parts or services exhibiting a quality defect within the limitation period, insofar as its cause was already provided at the time of risk assumption. We are always entitled to being previously granted an occasion for supplementary performance within a reasonable period of time.
If supplementary performances should fail or necessitate unreasonable costs, only a reduction of the purchase price can be demanded following renewed delivery or installation.

b) Quality defect claims are subject to a limitation period of 12 months. This does not apply insofar as longer limitation periods are legally prescribed in accordance with BGB section 438.1, no. 2 (Buildings and Objects for Buildings), 479.1 (Claim for Recourse) and 634a.1, no. 2 (Structural Defects), if we have fraudulently concealed the quality defect, or if claims are lodged for damages to body, life or health.

c) In the case of a customer's complaint, the customer's payments may only be withheld to an extent that is reasonably proportionate to the quality defects found.
The customer can only withhold payments if a justified customer's complaint is asserted. If a customer's complaint is lodged wrongfully, we are entitled to demand reimbursement of the resulting costs from the customer.

d) The inclusion of natural aggregates can lead to changes in the characteristics of our products such as blooming, colour variation, ridges, pores, sinkholes or surface cracks. Except for wrong shipment, deviations, changes or tolerances do not constitute departures from the agreed-upon or customary condition insofar as they meet DIN standards. Samples are hence to be regarded as noncommittal samples for inspection only. Negligible deviations therefrom do not entitle to complaints. Quality defect claims are unenforceable if the delivered objects are suitable for their customary or contractually agreed purpose, of a quality customary for objects of the same nature, and of a quality that the customer can expect given the nature of the object. Quality defect claims are furthermore inapplicable in cases of natural wear or damages occurring after the assumption of risk as a result of negligent or deficient treatment, excessive stress, unsuitable operating equipment, defective construction work, unsuitable building ground, or owing to special external influences not assumed in the contract, as well as in case of non-reproducible software errors. In addition, quality defect claim are neither enforceable for improper modifications or repairs performed by the customer or third parties, nor for their consequences.

e) The customer is required to inspect received goods immediately after their arrival for defects, guaranteed quality, wrong delivery, shortfalls or excessive quantities. The customer is required to notify us in writing of any obvious defects of the delivery immediately and within seven days of the delivery's receipt at the latest; in the case of hidden defects within seven days of their discovery at the latest. The delivery will count as accepted otherwise.
Complaints and the enforcement of maintained claims in any case need to precede any processing, merging or mixing, as well as being made within the warranty period.
The customer is required to grant us an opportunity for immediate review of a complaint, and in particular to make damaged goods and their packaging available to us for inspection. A customer's refusal to do so releases us from our liability for the quality defect. The customer is only entitled to eliminate a defect personally or via third parties, or demand reimbursement of the required expenditure from us, in urgent cases, if operational safety is at risk, and in order to prevent disproportionately extensive damages, in which cases we need to be informed immediately; or if we are delayed with the elimination of the defect. The assumption of costs for externally commissioned experts requires written agreements on a case-by-case basis.

f) Customer claims concerning the expenditure required for the purpose of supplementary performance, in particular transport, travel, labour and material costs, are excluded inasmuch as these expenditures have increased because the object of the delivery was subsequently transported to another location than the business location of the client, unless this transportation should be in keeping with its due employment.

g) The customer is only vested with statutory recourse claims against us to the extent in which the customer has not entered into any agreements exceeding the statutory defect claims with the customer's client. Section f) furthermore correspondingly applies to the extent of customer recourse claims against us.

h) We are liable in accordance with statutory provisions in cases of intent or gross negligence, also that of our representatives or vicarious agents. In all other respects our liability complies with German product liability law concerning damage to life, body or health, culpable violation of material contract duties, or inasmuch as we fraudulently conceal a quality defect, or have warranted the quality of the delivered object. Damage claims based on violations of a material contractual duty are, however, limited to foreseeable damages typical for the contract. Also in cases of gross negligence, our liability is limited to foreseeable damages typical for the contract as long as none of the exceptional cases listed in sentence 2 of this paragraph applies.
Liability for damages to the ordering party's assets caused by the delivered object, for example damages caused to other objects, is excluded completely. This does not apply in cases of intent or gross negligence, or if the liability concerns damage to life, body or health.
Above provisions cover damage compensations beside and in place of the performance, irrespective of the legal grounds, particularly owing to defects, the violation of duties arising from contractual obligations, or tort. They also apply to claims regarding reimbursement of wasted expenditure. Liability for default is specified by section 2e), liability for impossibility by section 5a). 89

4. Industrial Trademarks and Copyrights; Legal Defects

a) In the absence of contrary agreements we are required to provide delivery free from third party industrial trademarks and copyrights (hereafter: trademarks) merely in the country of the delivery location. Insofar as a third party justifiably lodges claims against the client based on trademark violations occasioned by contract-compliantly used deliveries of ours, we are liable to the client within the time period specified in section 3b) as follows:
aa) We will at our discretion and our own expense either obtain right of use for the deliveries in question, in order to change them in a manner that the trademark is not violated, or replace them. If this is not possible for us under reasonable conditions the client is entitled to statutory cancellation or abatement rights.
bb) Our duty to pay compensation is governed by section 8.
cc) Above mentioned duties only apply insofar as the customer immediately informs us on the claims lodged by a third party in writing, does not acknowledge any violations, and as long as we retain the exclusive right to carry out all defensive measures and settlement negotiations. If the customer stops using the delivery for damage mitigation or other important reasons, the customer is required to inform the third party that this stoppage is not connected to an admittance of a trademark violation.

b) Customer claims are excluded insofar as the customer is responsible for the trademark violation.

c) Customer claims are furthermore excluded insofar as the trademark violation is adducible to special customer specifications, to an application we could not foresee, or to the fact that the customer has changed the delivery or uses it jointly with products that were not delivered by us.

d) In cases of trademark violation the provisions contained in sections 3a), c) and g) furthermore correspondingly apply to the customer claims regulated in subsections a) and aa).

e) In case of other legal defects the provisions contained in section 3 apply correspondingly.

f) Further-reaching or other claims based on legal defects against us or our vicarious agents, other than the ones regulated in section 4, are excluded.

5. Impossibility; Contract Adaptation

a) Insofar as delivery is impossible, the customer is entitled to demand damage compensation in accordance with statutory provisions. But the customer's entitlement to damage compensation besides or in place of the performance and for reimbursement of wasted expenditure is limited to 10 % of the part of the delivery rendered unusable by the impossibility. Further-reaching customer claims based on the impossibility of delivery are excluded. The limitation does not apply inasmuch as the liability concerns cases of intent, gross negligence or damage to life, body or health. The customer's entitlement to withdraw from the contract remains unaffected.

b) Insofar as unforeseen events within the meaning of section 2c) significantly change the economic significance or content of the delivery, or significantly impact our operational procedures, the contract shall be adapted to a reasonable extent by mutual consent and in good faith. Insofar as this is unjustifiable in economic terms, we are entitled to withdraw from the contract. If we wish to avail ourselves of this right of cancellation, we are required to immediately notify the customer of this fact as soon as the import of the event has been recognized, even if an extension of the delivery period had been agreed upon with the customer initially.

6. Prices and Payment Conditions

a) In the absence of contrary agreements, prices are understood as ex concrete factory and/or distribution warehouse, excluding freight, packaging and VAT. Our invoices become due at the registered office of our company immediately following receipt of the delivery; separate agreements are required for discounts or other price reductions.

b) If we have agreed to perform the installation or assembly and no other agreements exist, the customer is required to pay all customary auxiliary costs such as travel costs, transport costs for work equipment and personal luggage, as well as per diems, besides the agreed upon remuneration.

c) The acceptance of bills is at our discretion. We can refuse to accept cheques in case of well-founded doubts in their coverage. Acceptance is always merely in fulfilment. Discount and collection charges, as well as all other costs, are chargeable to the customer and need to be paid immediately in cash. We are not bound by any duty of presentation in due time, protest etc. Our entire demands in any case become due immediately as soon as the customer falls into arrears with the payment of another debt to us. The same applies if the customer suspends payments or is overextended, if the customer's assets become the subject of insolvency proceedings, if the institution of such proceedings is dismissed because the assets will be exhausted by costs, or if circumstances justifying well-founded doubts in the customer's creditability become known.
In case of delayed payment we are entitled - without prejudice to further claims - to charge interest according to established banking practice, with this interest exceeding the respective base lending rate of the German Federal Bank Deutsche Bundesbank by 8 percentage points as a minimum. In case of the customer being delayed in payment we are - at our discretion - entitled to make further deliveries and/or services conditional on advance payments or security deposits, demand damage compensation for delayed performance, or withdraw from the contract. This does not apply if the customer has rightly taken exception to the delivery. We are furthermore at liberty to return accepted bills before maturity and demand immediate cash payment.

d) In the case of demands based on several deliveries and/or services, section 366 BGB applies to the appropriation of moneys received to one or the other debt, inasmuch as no other agreements have been entered into. The customer is not entitled to suspend or refuse payments. This does not affect the customer's right of retention in case of quality defects specified by section 3c). The customer can only set off with possible cross claims if these are uncontested, acknowledged or legally ascertained.

7. Security Interests

a) We retain the title to all goods delivered by us until all our claims - irrespective of their legal grounds and date of origin - arising from the business relationship with the customer have been settled, until a possible current account balance has been settled, and, if cheques or bills were accepted, until their cashing or honouring, respectively. The customer may process and/or resell the materials delivered by us in the course of proper business operation. This entitlement to resale is inapplicable if the customer has agreed upon a non-assignment clause with the customer's clients. The customer is required to handle any goods subject to an unpaid seller's right of lien with care. In case of violation we are entitled to demand immediate surrender.

b) As long as the reservation of ownership is in existence, any processing or reprocessing of the goods subject to retention of title is performed for us. We are entitled to ownership or co-ownership, sections 947, 950 BGB, of the new object created thereby. If goods subject to retention of title are merged and/or mixed with other objects, we are entitled to co-ownership of the new object proportionately to the ratio between the value of the goods and that of the other objects at the time of this merging and/or mixing, article 948 BGB. The objects created by processing or merging and/or mixing count as goods subject to retention of title within the meaning of these provisions.

The customer herewith assigns to us all claims due to the customer from the customer's clients for the resale of any goods subject to retention of title, including all appendant rights; and in the case of processing, merging or mixing amounting to the value of the goods delivered by us.

c) At our request the customer is required to inform his debtors of this assignment and provide us with the required information and documents as soon as the customer falls into arrears. If the value of the goods subject to retention of title or the security deposit provided to us exceeds the amount of our claims by a sum total of more than 20 %, we are to this extent at the request of the customer required to release or retransfer.

d) If the delivered goods or objects manufactured from them are installed on the property of a third party in a manner making them material elements of the property, the customer's claims against the customer's clients substituted for these objects are assigned to us to an amount equalling the purchasing value of our installed goods, in order to secure our claims, without requiring another specific declaration of assignment. The assignment of this claim is agreed upon to take place at the time of its origin.

e) The customer is neither entitled to pawn nor pledge as security goods subject to retention of title and is required to notify us immediately of seizures made at the instigation of third parties
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f) Our enforcement of title retention, or our taking back or seizure of delivered objects, do not constitute a withdrawal from the contract on our part. In the case of taking the objects back, we are entitled to make the best possible use of them at our discretion, following a previous warning and the specification of a reasonable deadline. The realization proceeds will be set off against our claims following deduction of reasonable realization costs.

8. Other Damage Compensation Claims

a) Any liability extending further than specified in section 3h) is excluded - irrespective of the legal nature of the asserted claim. This in particular applies to damage claims based on negligence at the making of a contract, other breaches of duty, or tortious damage claims for quality defects in accordance with section 823 BGB.

b) The limitation specified in paragraph 1 also applies insofar as the customer demands compensation for wasted expenditure, instead of damage compensation in place of performance.

c) Insofar as our liability for compensatory damages is excluded or limited, this also applies to the personal liability for damages of our employees, members of staff, workers, sales representatives and vicarious agents.

d) The liability for default is governed by section 2e), that for impossibility by section 5a).

9. Consultancy

a) Technical consultancy is not covered by the delivery contract and only binding to the extent that it is provided in writing. It does not release the customer from the duty to process our products in a suitably expert and appropriate manner.

b) All construction or other proposals, drafts, drawings and tools, as well as other documents provided by us, remain our property and may not be made available to third parties or copied - not even in excerpts - without our approval.

10. Final Provisions

a) Place of jurisdiction - also for actions concerning bills, cheques and deeds - is the registered office of our company.

b) The contractual relationship is governed by German law, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

c) Should individual provisions contained in this contract be or become legally ineffective in their entirety or in parts, the validity of the remaining provisions shall remain unaffected.