Offer- Delivery- and Payment Information (AGB)
of VPL Coatings GmbH & Co KG

• 1

Scope, Exclusion of Other Terms and Conditions

(1) All our offers, Supplies and services based on these conditions. The following conditions apply only to companies within the meaning of § 14 BGB, a legal entity under public law or public law special funds (hereinafter “"Customer"” called).

(2) Notice Conditions apply for permanent business without a new explicit reference for future deals, Goods and services to the customer.

(3) It is only our terms and conditions. The applicability of other general terms and conditions is excluded in principle, unless, we have agreed to such use in writing.

• 2

Conclusion of the contract, Scope of delivery, Assignment clause

(1) Our offers are always free of charge and without obligation, unless, it is agreed otherwise in writing. Contracts and agreements are binding only with our written order confirmation or through our delivery. The same applies to supplements, Changes or additional agreements.

(2) Our written order confirmation for the scope of delivery and performance or, if this is not available, our offer authoritative.

(3) All information about our products, particularly the illustrations in our offers and brochures, Degree- and performance details and other technical information, are to be considered approximate average values. Industry-standard tolerances in amounts, Weights, Quantities and dimensions are expressly reserved.

(4) documents and records, on which is based our offer, such as technical drawings, Illustrations, Descriptions, Weights and dimensions, are only part of the contractual agreement, unless this is expressly agreed in writing. We reserve the right to, make such modifications and adaptations, which do not affect the purpose of the contract and the delivery considerably. All documents and documents remain our property and may not be retained or copied and duplicated or otherwise made accessible to third parties and are user hand us back promptly to our request. All rights to these documents in our favor remain available even, if we leave the documents to the customer.

(5) declarations and commitments of our sales representatives are binding only after written confirmation.

(6) The assignment of claims of the customer against us is only permitted with our express written permission. The same applies to statutory claims by the customer in connection with the contractual relationship.

• 3

Delivery times

(1) The agreed delivery period begins with the conclusion of the contract, However, not, before us, the customer has provided all necessary information and has done any agreed upfront payments. The delivery period shall be deemed complied, if the delivered goods were handed over to a haulage or to the customer were displayed as available for pickup, if delivery reasons, which the customer is responsible, can not be delivered to the purchaser.

(2) The delivery period shall be extended to a reasonable extent, if cases of force majeure or the occurrence of unforeseeable and extraordinary events affecting us or our suppliers. Unpredictable events in this sense are in particular insurgency, Strike, Lockout, Fire, Seizure, Boycott, legal or official decrees and restrictions or inaccurate or delayed delivery by our suppliers, provided that such events are not caused by us and affect our performance obligations. If the delivery period shall be extended for a reasonable period of time due to such circumstances, the customer is entitled after this extended delivery period, withdraw from the contract. If the customer is interested in partial deliveries, The customer can also withdraw from the contract to Share. If we have already provided partial deliveries and / or partial services, The customer can only withdraw from the entire contract, if it demonstrably has no interest in a partial delivery and / or performance on our part. Further legal or contractual rights of withdrawal remain unaffected.

(3) Should we be in default of delivery, and after setting and fruitless expiry of a reasonable period of grace by the customer, the customer is entitled, withdraw from the contract or, if the customer is interested in partial delivery on our part, withdraw from parts of the contract. Further claims of customers - particularly claims for damages due to defective performance or delay damage - are excluded, unless they explicitly in § 11 be given below. In cases, where § 11 these conditions a liability on our part due to arrears due, the delay damages are capped at a value of 0,5 % the value of the part of the delivery, which could not be used due to the delay in delivery by the customer. Parties are free to prove, that the damage has failed actually higher or lower.

(4) the supply before the expiry of the delivery period and partial deliveries are permissible, if not otherwise agreed in writing.

• 4

Prices, Payment, Installment

(1) Unless otherwise agreed, considered valid on the day of delivery list prices and freight rates.

(2) is always for the calculation of the price determined in the dispatch or weight in kg. the amount in liters significantly.

(3) Unless otherwise agreed, apply the principles set prices for delivery at the factory and are net prices, not including applicable sales tax, even if this is not explicitly stated, and not including costs for packaging, Freight, Installation, Deportation, Insurance expenses, Payment of duty, any bank- and transaction costs for payments and other costs arising.

(4) Our invoices are due for immediate payment without deduction.

(5) The customer comes later than 30 Days after receipt of the invoice in default, unless other verzugsbegründende circumstances (for example, a payment reminder or a shorter agreed payment period, or a specific calendar payment period) have been agreed. As default, the Customer owes interest at the rate of 8 Percentage points above the base rate.

(6) In the event of late payment, we are entitled, to make further deliveries of full payment of the overdue receivables dependent.

(7) Unless otherwise agreed in writing was not taken, we are entitled, adjust prices and / or freight tariffs, if our costs for wages and salaries, Raw materials or supplies, Energy costs, Increase freight costs and customs duties, or other materials for more than a negligible. This right applies to supplies and services from a continuing obligation.

(8) In addition, we are entitled to refuse our services, if circumstances become known after conclusion Us, which is to be feared, that the customer could not or do not perform his obligations in full or partly within the prescribed period. This does not apply, when the customer enters reasonable assurance with us. This is particularly true, if our trade credit insurers after the contract refuses the insurance of the purchase price risk.

(9) We are entitled, Maturity interest of 5 To require percentage points above the base rate, without the need of a reminder.

(10) The offsetting claims of the customer is only permitted, if the counterclaims are undisputed or legally.

(11) checks and / or exchange for our part, only accepted as payment, if we have agreed to such payment prior written. Each of us from such payment arising in this case shall be borne by the customer.

• 5

Termination of contract

(1) In the event of termination of the order by the customer before delivery of the goods ordered, the customer remains liable for payment of the purchase price obligation. Deducted from the purchase price to be paid for the expenses, we save as a result of the termination of the order or the profit, escapes us by any failure of delivery. It is free to choose us, the calculation method we apply.

(2) In the event of cancellation by the customer prior to the start of production of the services to be delivered of us to be reimbursed by the customer will be a flat rate of 10 % agreed the agreed purchase price. Both us and the customers it is proven free, that the actual damage is higher or lower than this amount.

• 6

Transfer of Risk, Dispatch, Packing

(1) Unless otherwise agreed in writing nothing, effected the transfer of the goods delivered to the customer from our factory.

(2) The risk of accidental loss of the delivered goods passes to the customer upon delivery of the goods delivered to the carrier via. This also applies, if we carry out the transport for the customer, even then, if we assume the costs for packaging and transport. If the dispatch of the items will be delayed due to circumstances, which the customer is responsible, the risk of accidental loss with notification of Bereitstehung of delivery to the customer.

Incumbent (3) The manner of packaging and dispatch of the goods to us, unless otherwise agreed in writing.

(4) A transport insurance for the delivery items is made only on the express written request and at the expense of the customer.

• 7

Retention of title

(1) We retain title to all of us delivered goods until full payment of all claims arising from the business relationship with the customers, including any claims arising out of checks and bills of exchange. Payments from checks and bills we reserve the title to the delivered objects as long ago, until the recourse risk expired.

(2) If the customer prior to processing of the goods, this is effected for us as manufacturers within the meaning of § 950 BGB. If the goods we deliver are processed with or inseparably mixed, we shall acquire co-ownership of the new items in the invoice value of the goods to the invoice value of the other goods. The customer may process the delivered goods in the ordinary course of business transfer more, provided that the aforementioned security interests are safeguarded.

(3) The Customer may resell the delivered goods in the ordinary course of business transfer more, as long as our retention of title to the goods remains preserved (transferee of-sale asset is below in paragraph 4 controlled). Transference, Collateral assignment, Pledging u. ä. Measures are Customer shall not.

(4) the customer enters the event of resale of the goods delivered all claims to us, incurred by it through the resale to third parties. We accept this transfer to. If we are only co-owner of the sold goods, the assignment shall be limited to the amount of our claims against the customer.

(5) We irrevocably authorize the customer, collect the claim assigned to us for our account in his own name. Revocation of this authorization shall be admissible only, if the customer meets its obligations under this Agreement does not properly, in particular its payment obligations, is insolvent or bankrupt, has submitted a request to open insolvency proceedings or such an application was rejected for lack of. In case of cancellation of the authorization to collect our receivables, the customer must notify the debtor of the assignment of the claim to us in knowledge. Also, we are free, to lay the extended reservation open to the third party.

(6) The customer's right to dispose of the reserved goods, to process these, or collect the assigned claims, expires without express revocation, if insolvency proceedings are opened against the customer's assets or it is rejected for lack of, for interruption of payments, for filing a request to open insolvency proceedings by the customer or a third party, or in the event of insolvency or indebtedness. In these cases, as well as in the cases of § 7 Abs. (5) we reserve the right to cancel the contract after a reasonable period of time, with the result, that we may take the reserved goods back to us. The customer is required, to hand over the goods subject to retention. The proceeds of any recovery of the goods is the customer - minus the costs of realization - made good on its obligations to us.

(7) In the event of revocation of the authorization to collect the assigned claims the customer is obliged, to put us in writing immediately open, stand against third-parties receivables as assignee in what amount.

(8) If the collateral provided us as to be secured claims by more 20 % top, we are committed to, release at the request of the customer towards securities in a reasonable amount of our choice.

(9) The buyer must contact us immediately in writing of the, if third parties have access to the Retained Goods, obtain the assigned claims or other documents and records. All costs of legal defense of our reserved goods to third parties shall be borne by the customer.

• 8

Packaging/Loaned Containers

Containers, which are extended loan to the customer, no later than one month from the date of invoice, When returning from abroad, within two months from the date of invoice, returned in good condition and totally empty freight prepaid to us. Containers must not be used for other purposes or for holding other products. They are intended solely for the carriage of goods delivered. Labels must not be removed.

• 9

Warranty

(1) We are liable for already at the time of transfer of risk existing fixed- and defects of the delivery item in accordance with the following provisions.

(2) Delivery is generally for processing in-house customer.

(3) About- or under-delivery up to 10 % of the ordered quantity is allowed.

(4) The warranty claims against us are only the direct purchaser and are not transferable without our consent.

(5) Certain properties are valid only be guaranteed by us as, if we have expressly confirmed in writing. A guarantee is only accepted as one of us, if we writing a property as “guaranteed” have called.

(6) Visible defects, Shortages or incorrect deliveries must inform us immediately, no later than one week after delivery, be notified in writing, in any case before connection, Mixing, Processing or installation; otherwise, the delivery shall be deemed approved, unless, we or our legal representatives or agents are guilty of fraud. Hidden defects must be immediately, at the latest 7 Days after discovery, writing. It shall apply in addition §§ 377, 378 HGB.

(7) We are an opportunity for joint determination of the displayed complaints and to be present at the taking of material tests give.

(8) If a thing, which has been used in accordance with their normal use for a building and caused defects, Claims to defects in 5 Years after delivery of the delivery item. Moreover Claims to defects 12 Months after delivery.

(9) Our guarantee for property- and defects is limited in substance to subsequent performance. In our subsequent performance, we may at our discretion, either repair or replacement. If we fail to fulfill this obligation within a reasonable period or if a repair despite repeated attempts, the customer is entitled, to reduce the purchase price or to cancel the contract. Cancellation of the contract is excluded, if only a minor defect is present. In addition,, unless we have provided faultless part deliveries, a cancellation of the entire contract may only be, when the interest of the customer to the partial deliveries is demonstrably fallen away. Claims, in particular reimbursement of expenses- or claims for damages, exist only in the context of the provisions of the following § 11. Replaced parts become our property or. remain our property and must be sent to us upon request at our expense back.

(10) The customer has to send us at his own risk, the defective goods for repair or replacement, unless, the return is not possible according to the type of delivery. We carry the for the supplementary costs of transportation, but only from the place, to which the purchased goods are delivered correctly and up to the amount of the purchase price.

(11) The customer has us or for the repair. To give replacement necessary time and opportunity. Only in urgent cases of danger to operational safety, the prevent excessive damage or delay in removal of defects by us, the customer has the right, to remedy the defect itself or by a third party upon prior notice to us and to demand that we reimburse the necessary costs.

(12) Claims for recourse in accordance with §§ 478, 479 BGB only exist, provided that the use by the consumer was entitled only to the legal extent, but not for not approved by us grace arrangements, and set the observe their obligations entitled to recourse, particular attention to any complaint obligations, ..

(13) The further processing or installation of goods delivered by us is always considered to waiver of the complaint, if the defects were apparent.

(14) In the case of justified complaints, customer payments may be withheld only to the extent, which is in reasonable proportion to the defects occurred. If the complaint was wrong, we are entitled, to demand from the customer for the expenses incurred by us in this way.

(15) The warranty does not include minor deviation from the agreed or customary condition or usefulness, z.B. minor variations in color, Dimensions and / or quality or performance of the products.

(16) The recognition of material defects must be made in writing.

(17) Our warranty does not extend to the suitability of the goods delivered for the purposes intended by customers, deviating from the usual Usage, insofar as this has not been agreed in writing.

(18) The products are manufactured by us in accordance with the offer or. made in the product specification details. Our technical advice is always only product-specific and non-binding - also in respect of third parties - and not release the customer from own tests of the products as to their suitability for the intended processes and purposes. This applies in particular, when dilutions, Hardener, Accessories or other components are mixed, that were not purchased from us. For a non-product-specific use of the products, we make no representations or warranties.

(19) Our warranty extends only to the supply of newly created products. Unless otherwise agreed, be used products sold AS IS without any warranty.

(20) Warranty claims do not exist for normal wear and tear, for wear, Damage, which are by the purchaser or a third party debt, improper use or misuse of the products including accidental or deliberate destruction or damage to the products.

• 10

Resignation, Impossibility

(1) In addition to the regulated elsewhere in these Terms and Conditions, the customer may by notice in writing rescind the contract, if we are to fulfill our obligations becomes impossible, before the risk of accidental loss of the delivered goods has passed to the customer. In the case of partial impossibility of our obligations, the customer can withdraw from the contract, if he obviously has no interest in partial deliveries. Otherwise, the customer may request a reasonable reduction of the purchase price. A rescission of the contract is for the customer generally only permitted, if the violation of our contractual obligations is essential.

(2) If the impossibility of performance is still responsible for neither of us by the customer, we have a claim for payment of services rendered partially.

• 11

Liability

(1) For damages we are liable, whatever legal reason whatsoever, the only,

1. a) as far as we, our legal representatives or vicarious agents acted with intent or gross negligence
2. b) in case of culpable injury to life, Body, Health
3. c) culpable material breach of contract
4. d) defects, we withheld or whose absence we have guaranteed
5. e) Where under product liability law for persons- or damage to privately used items.

For further claims for damages we are not liable.

(2) In case of breach of fundamental contractual obligations, however, we shall only be limited to the typical contractual, reasonably foreseeable. The typical contractual, foreseeable loss should be recognized in the amount of the contract price for the affected service.

• 12

Place of Performance, Jurisdiction, Choice of Law

(1) The place of performance for all claims arising from the business relationship between us and the customer is Köthen, Germany.

(2) The exclusive place of jurisdiction for all claims arising from the business relationship including those of checks and bills is at the place, if the customer is a merchant, a legal entity under public law or a public special fund. However, we are also entitled, to take action against the customer at its general jurisdiction.

(3) For all disputes arising from contracts, for which these conditions apply, and for all disputes arising from the business relationship between us and the customer solely by the laws of the Federal Republic of Germany apply. The application of the UN Sales Convention (CISG) as well as the private international law is excluded.

• 13

Limitation of the Authority to Represent of our Employees

We hereby declare, that our employees, with the exception of CEOs and senior executives, in particular, our field service, are not authorized, Make additions and changes to the contracts negotiated, especially not by phone or verbally. Changes to the contractual agreement between us and the customer shall only be effective, unless they are in writing. All contract modifications require the approval of our Board. The writing requirement also applies to the agreement of the abolition of the writing requirement.

• 14

Final Clauses

If any provision of these Terms and Conditions be or become invalid, so without prejudice to the validity of the remaining provisions shall.

VPL Coatings GmbH & Co KG
Kunstseidestraße 7
D-06766 Bitterfeld-Wolfen

Stand: 01.01.2011