We expressly point out that the general terms and conditions of trade are an integral part of the contract.

General Buying Conditions
of Dr. Ihme GmbH, Planckstr. 27, 10117 Berlin, Germany

§ 1
General Area of Validity

(1) Our terms and conditions of purchase apply exclusively. We do not acknowledge conflicting terms and conditions of the supplier or terms and conditions of the buyer which deviate from our terms and conditions unless their validity has been explicitly approved by us in writing. Our terms and conditions of purchase shall also continue to apply if we unconditionally accept the delivery of the supplier in the knowledge of the conflicting or deviating terms and conditions of the supplier

(2) Any agreements made between us and the supplier for the purpose of executing this contract, have to be made in writing in this contract.

(3) In accordance with § 310, paragraph 4, our purchase terms and conditions only apply to companies as defined by § 14 of the German Civil Code (BGB) and legal persons governed by public law or a special fund governed by public law.

§ 2
Bids and Bidding Documents

(1) Our enquiries are free of any obligation. Our orders are always subject to change as long as they have not yet been acknowledged by the supplier. The supplier is obliged to acknowledge our order within a period of two weeks. Any acknowledgement of declarations, orders, agreements, consents, sub-agreements as well as subsequent changes and additions in the contract must be made in writing.

(2) We reserve the proprietary and intellectual property rights to images, drawings, calculations and other documents; these cannot be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after processing of the order they must be handed back to us unbidden. They must be kept secret from third parties, in this respect term § 9 paragraph (4) additionally applies.

§ 3
Prices— Terms of payment

(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes “free delivery”, including packaging. The return of the packaging requires extra agreement.

(2) VAT is included in the price.

(3) We can only process invoices, if — in accordance with the specifications in our order — such invoices refer to the respective order number stated within; the supplier is responsible for any ramifications caused by non-compliance with this obligation, if he cannot prove that he is not responsible for this.

(4) Unless otherwise agreed in writing we pay the purchase prices within 30 days net after receiving the invoice.

(5) Payment occurs under reservation of invoice verification and warranty claims due to defects or divergences from specification.

(6) We are entitled to compensation and retention rights within the limits of statutory regulations.

§ 4
Delivery period

(1) The delivery period given in the order is binding. The delivery time at the given destination prevails.

(2) As soon as circumstances arise or become apparent to the supplier that would imply that conditioned delivery time cannot be kept, the supplier is obliged to immediately inform us in writing and stating the reasons, and to immediately inform us about the estimated duration of the missed deadline.

(3) In case of delayed delivery we are entitled to legal claims. In particular we are entitled to claim damages instead of the goods and services, and cancellation after expiry of an adequate period of grace given by us. If we claim damages, the supplier is entitled to prove to us that he is not responsible for the breach of duty. Acceptance of delayed delivery or goods or services contains no relinquishment of claims for damages.

(4) Industrial action, interruption of operations and any other events of force majeure release us for the duration of the disturbances from the obligation of acceptance.

§5
Delivery quantity, transfer of risk

(1) The values for weights, measurements and units ascertained buy us at delivery control prevail. Partial deliveries do not constitute fulfilment, unless, we approve of these. We reserve the right to send back over-deliveries at the charge of the supplier.

(2) In all cases the risk is transferred to us only at the time of delivery of the goods in our warehouse or at the agreed destination (drop-shipping), this applies also if the goods are handed over to a transport person, as long as we have not determined this transport person ourselves.

§6
Check for defects — Liability for defects

(1) We are obliged to check the product within an adequate time frame for any divergences in quality or quantity; the rebuke is in due time, as long as it reaches the supplier within a period of 8 working days, starting from receipt of goods or, in case of hidden defects, from the time of their discovery.

(2) We are entitled to claim damages for any defects in full; in all cases, we are entitled to choose to require the removal of the defects or the delivery of a new replacement from the supplier. The right to claim damages, in particular that for damages instead of goods or services expressly remains.

(3) In case of imminent danger or particular urgency we are entitled to carry out the rectification of deficiencies ourselves at the expense of the supplier.

(4) The limitation period is 36 months, from the date of transfer of risk.

§7
Industrial property rights

(1) It is the responsibility of the supplier to make sure that there is no violation of rights of third parties within the Federal Republic of Germany in connection with his delivery.

(2) If a third party claims against us in this context, the supplier is obliged to release us from these claims upon the first written request; we are not entitled to come to any arrangements, in particular a settlement, with the third party, without the approval of the supplier.

(3) The indemnity bond of the supplier refers to all expenditures, which necessarily arise from or in connection with the claim by a third party.

(4) The limitation period is ten years, starting from the date the contract is celebrated.

§8
Reservation of proprietary rights

We only accept the simple or prolonged reservation of proprietary rights. We decline any arrangement for an extended reservation of proprietary rights.

§9
Non Ferrous Metal Trade — Customs of the metal trade

For Non Ferrous metal trade the “Usancen des Metallhandels” (Customs of the Metal Trade — Version 2002) published by the Association of German Metal Traders additionally apply, which can be found on the Internet under http: // www.metal trading.org/vdm/pdf/Usancen d. PDF or which can be requested from us, Dr. Ihme GmbH, Planckstr. 27, D-10117 Berlin.

§ 10
Place of jurisdiction — Place of fulfilment

Provided that the supplier is a tradesman, our headquarters shall be our place of jurisdiction. We are however entitled to take legal action against the supplier at the court of the supplier’s residence. Unless otherwise stated in the order confirmation, our headquarters shall be the place of fulfilment.

General terms of sale
of Dr. Ihme GmbH, Planckstr. 27, 10117 Berlin, Germany

§1
General Area of Validity

(1) Our terms and conditions of purchase and sale apply exclusively. We do not acknowledge conflicting terms and conditions of the supplier or terms and conditions of the buyer which deviate from our terms and conditions unless their validity has been explicitly approved by us in writing. Our terms and conditions of sale shall continue to apply also if we unconditionally bring about delivery to the client in knowledge of the conflicting or deviating terms and conditions of the client. [We herewith object to any acknowledgements of the supplier referring to his own terms and conditions. Our terms and conditions of purchase and sale are also valid for all future transactions.]

(2) Any agreements made between us and the supplier for the purpose of executing this contract, have to be made in writing in this contract.

(3) In accordance with § 310 paragraph 4, our purchase terms and conditions only apply to companies as defined by § 14 of the German Civil Code (BGB) and legal persons governed by public law or a special fund governed by public law.

§2
Bid — Bidding Documents

(1) Inquiries and offers on our part are subject to confirmation and non-binding. If the customer’s order is to be qualified as an offer according to §145 of the German Civil Code, we can accept this within two weeks. In order to be valid, declarations of acceptance and orders need our confirmation in writing or by telex. All declarations of acceptance, orders, agreements, confirmations, sub-agreements as well as subsequent changes and additions in the contract need to be in writing.

(2) We reserve the proprietary and intellectual property rights to images, drawings, calculations and other documents. This also applies to those written documents, which are labelled as “confidential”. The client needs our express written consent before he can hand them over to third parties.

§3
Prices — Terms of payment

(1) Unless otherwise stated in our order confirmation with regard to the price and other costs, our prices are ex Berlin, excluding packaging; packaging is charged separately.

(2) The legal value added tax is not included in our prices; it is listed separately in the invoice to the amount valid at the date the invoice is issued.

(3) The deduction of discount payment requires a particular written agreement.

(4) Provided that the order confirmation does not state anything different, the purchase price is due for net payment (without deduction) immediately from date of invoice. In the case of costs and interest already incurred, we are entitled to credit the payment at first on the costs, then on the interest and last on the main goods. Statutory regulations apply with regard to the consequences of a delay in payment.

(5) The customer is only entitled to compensation if his counterclaims are ascertained legally, are unquestioned or are approved by us. Furthermore he is allowed right of retention if his counterclaim is based on the same contractual relationship.

§4
Delivery Time

(1) Dates of delivery or terms of delivery arise from our order confirmation. The beginning of the delivery time stated by us towards the client presupposes clarification of all technical questions.

(2) Compliance with our delivery commitment further presupposes the timely and correct fulfilment of the customer’s obligations. We deserve the right for defence of non-performance.

(3) If the customer comes into default of acceptance or if he culpably violates other duties to collaborate, we are entitled to claim damages for the loss occurred in this respect including any additional cost that may arise. We reserve the right for further claims or rights.

(4) Provided the prerequisites of paragraph (3) are met, the danger of an accidental damage or theft of the sales item is transferred to the customer at the time at which the default of acceptance or debtor’s delay occurs.

(5) We are liable in accordance with the legal requirements, provided that the underlying purchase contract is a firm deal in the sense of §286 paragraph 2 No. 4 of the German Civil Code or from §376 HGB (German Commercial Code). We are also liable in accordance with the legal requirements in case of a delivery delay for reasons in our control as a result of which the customer is entitled to claim that his interest in the further fulfilment of the contract has come into discontinuance.

(6) Furthermore we are liable in accordance with the legal requirements if the delivery delay for reasons in our control is caused by deliberate or grossly negligent violation of the contract; a default by our representatives or vicarious agents is to be attributed to us. In case the delivery delay is caused by us through a deliberate or grossly negligent violation of the contract in our control, the liability for damages is limited to the predictable, typically occurring damage. We are not liable for force majeure occurrences.

(7) We are also liable in accordance with the legal requirements if the delivery delay for reasons in our control is caused by the culpable violation of an essential contractual obligation; however in this case the liability for damages is limited to the predictable, typically occurring damage.

(8) In addition, we are liable for a flat-rate penalty for delayed delivery in the amount of 0.5% of the price of the respective merchandise per full week, which penalty may, however, not exceed a total of 5%.

(9) Other legal claims and rights of the customer are expressly reserved.

§ 5
Transfer of Risk — Packing Charges

(1) Unless specified otherwise in our written order confirmation and the Incoterms used therein, our prices are understood to be “ex factory“.

(2) Separate agreements apply for taking back packaging.

(3) Provided that the customer requires this, the delivery will be covered by a transport insurance; the customer bears the arising expenses.

§6
Liability for defects

(1) The customer is obliged to check the product delivered by us within an adequate time frame for any divergences in quality and quantity, whereby this ranges over a visual check and a weight check. At the same time, random checks are sufficient. In case of obvious defects reproof is on time, if it is received by the supplier immediately or at the latest within a timeframe of 5 working days after delivery and in the case of hidden defects immediately after discovery.

(2) In case of a defect of the sales item, the customer is entitled at his own choice to a supplementary performance in form of a remedy of defects or the delivery of a new replacement free of defects. In the case of the remedy of defects or the replacement delivery we are obliged to bear all expenditures necessary for the supplementary performance, in particular transport, road costs, labour cost and cost of materials, provided that these are not increased by the fact, that the sales item has been brought to another place than the place of fulfilment.

(3) Should the supplementary performance fail, the customer is entitled to demand reduction.

(4) We are liable as prescribed by law for claims made by the customer based on wilful or gross negligence, including wilful or gross negligence on the part of our representatives or agents. In cases other than intentional breach of the agreement, our liability for damages is limited to claims for damages for the predictable, typically occurring damage.

(5) We are liable as prescribed by law in the event that we culpably violate an essential contractual obligation. However as well in these cases our liability for damages is limited to claims for damages for the predictable, typically occurring damage.

(6) Our liability for culpable injury to the life, body or health will remain unaffected.

(7) Any other form of liability not specified above is excluded.

(8) The period of limitation for damage claims is 12 months, starting from transfer of risk.

§7
Joint and Several Liability

(1) Liability for damages other than that provided for in § 6 is excluded, regardless of the legal nature of the claim. This applies in particular to claims for damages due to default at signing of the contract, because of other violations of obligations or tortious claims for damages to property corresponding to § 823 of the German Civil Code (BGB).

(2) The limitation pursuant to paragraph (1) also applies in the event that the customer claims reimbursement for needlessly incurred expenses instead of entitlement to damages.

(3) Insofar as liability for damages is excluded or limited towards us, this also applies to personal liability for damages of our employees, representatives and agents.

§8
Retention of Title
(1) We retain title to the delivered goods until all outstanding accounts from our business tie with the customer are paid in full. The setup of individual accounts into an open account as well as the striking of a balance and its acceptance do not affect the retention of title.

(2) In the event of breach of this contract by the customer, including delayed payment, we are entitled to take back the sales item. In taking back the sales item we withdraw from the contract. After retaking possession of the sales item we are entitled to its sale, the proceeds of sale is to be credited to the customer’s debts — less adequate sales costs.

(3) The customer is obliged to take proper care of the sales item and to have the sales item sufficiently insured at new value at their own expense against fire damage, damage caused by water and theft. If maintenance and inspection works are necessary, the customer has to have such work carried out on time at their own expense.

(4) In the event of imminent foreclosure or other interventions by third parties, the customer has to promptly inform us in writing. In the event of seizure or other interventions by third parties, the customer has to promptly inform us in writing so that we can take legal action according to § 771 of the Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for legal and extralegal expenses resulting from legal action according to § 771 Code of Civil Procedure (ZPO), the customer is liable for the financial loss caused to us.

(5) The customer is entitled to resell the sales item in the regular course of its business. However the customer is not entitled to pledge or assign as security or security session. At this point, the customer already assigns the full invoiced amount (including VAT) due to us, which accrue to them from their resale from their customer or third parties; this applies independent of whether or not the sales good was sold without or after processing. The customer will still remain authorized to collect the amount due after assignment to us. Our right to collect the amount due ourselves remains unaffected. However, we agree to refrain from collecting the amount due as long as the customer meets their payment obligations towards us after taking the proceeds, does not get into delay of payment and, in particular, has not applied for settlement or insolvency proceedings and has not suspended payment. In this the case however, we are entitled to demand that the customer makes known to us the assigned outstanding accounts and the corresponding debtors, provides all information required for collection, makes available the corresponding documents and informs the debtors (third parties) about the assignation.

(6) The customer conducts any processing or modification of the goods subject to retention of title for us, without any obligations arising for us from this. If the sales item is processed or combined with other objects which are not our property, we acquire partial ownership of the object in proportion to the value of the sales item (total invoice amount, including VAT) as compared to that of the other processed or combined objects at the time of the processing. Incidentally the same retention of title that applies for the delivered sales item also applies for the object that results from the processing.

(7) In the event that the sales good is inseparably combined with objects that are not our property, we acquire partial ownership of the new object in proportion to the value of the sales good (total invoice amount, including VAT) as compared with that of the other combined objects at the time they are combined. If the combination is such that the property of the customer is to be regarded as the main product, it is agreed that the customer transfers proportionate ownership rights to us. The customer holds the resulting sole or partial property in custody for us.

(8) The customer also assigns to us those amounts due from third parties as a result of the attachment of the sales good to real estate property to secure amounts due to us.

(9) We commit to release securities in our favour at the request of the customer in the event the realizable value of our securities exceeds the value of the secured amounts due by more than 20%; the choice which securities to release is incumbent on us.

(10) For deliveries abroad it is possible that a retention of title is not legally allowed in this form in the country of destination. However as the legislation of the sales item under retention of title and therewith the foreign law prevails, we only deliver abroad against prepayment or delivery versus payment.

§9
Non Ferrous - Metal Trade

For Non Ferrous metal trade the “Usancen des Metallhandels” (Customs of the Metal Trade — Version 2002) published by the Association of German Metal Traders additionally apply, which can be found on the Internet under http: // www.metal trading.org/vdm/pdf/Usancen d. PDF or which can be requested from us, Dr. Ihme GmbH, Planckstr. 27, D-10117 Berlin.

§10
Applicable Law - Place of jurisdiction — Place of fulfilment

(1) The place of jurisdiction is Berlin; however, we are also entitled to sue the customer in his court of residence.

(2) The laws of the Federal Republic of Germany apply exclusively; application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(3) Unless otherwise stated in the contract, our head quarters shall be the place of fulfilment.