Terms and Conditions of Sale and Delivery

Applicable to:
1. Business people as defined by Article 14 of the German Civil Code (“Bürgerliches Gesetzbuch”)
2. Legal entities incorporated under public law and special funds under public law, whereby “seller” stands for STEICO SE and “buyer” for the person entering a business relation with STEICO SE.

1. General
1.1 All legal transactions, including but not limited to contracts of sale, are subject
to these terms and conditions of business. This also applies to all future legal
transactions. Any terms and conditions of the buyer which diverge from the Terms
and Conditions of Sale and Delivery hereunder, shall have no validity and this shall
also apply when no specific contradiction is stated thereof.
1.2 All quotations and offers extended to prospective buyers are merely guidelines for
the conclusion of a subsequent contract, are not legally binding and are subject to
change, unless the contrary be declared legally binding in writing.

2. Prices
2.1 Unless otherwise agreed, all prices shall be understood as unpacked and ex
warehouse plus the statutory rate of value added tax .
2.2 Any new and subsequent charges on the goods, arising for example out of an
increase in the rate of value added tax, transportation tax, customs duties, export
duty, ocean freight charges or similar official measures or ordinances impinging
after the conclusion of a contract, shall be for the account of the buyer.
2.3 The seller is also entitled hereunder to invoice the buyer for increases in the status
of its own purchasing prices after the conclusion of a contract of sale as long as such
increases are based on changes under Article 2.2 hereof.

3. Delivery Time and Delayed Delivery
3.1 Delivery dates are non-binding and can only be deemed approximate unless
otherwise agreed, in particular as far as direct deliveries from Asia or overseas and
deliveries from imports under “third party business” sale are concerned.
3.2 Should deliveries by the seller be delayed or rendered impossible due to unavoidable
circumstances beyond the seller`s reasonable control, the seller is exonerated
hereunder from delivery for the duration of the hindrance and subsequent
consequences. Indemnities for damages against the seller are excluded hereunder.
Both parties are entitled hereunder to withdraw from the contract when such a
delay or impossibility of performance last longer than 4 weeks.
3.2 The seller can not be held responsible for defaults in delivery caused by import
restrictions imposed by the state, such as foreign exchange controls, etc.

4. Dispatch
4.1 The dispatch of goods shall be for the account and risk of the buyer unless otherwise
agreed. The buyer also bears the risk when a delivery is agreed free of freight
4.2 Once the goods are entrusted to a forwarder, carrier or to any other person or
enterprise undertaking the transportation, the seller has fulfilled its contractual
delivery performance hereunder.

5. On call order and acceptance procedure
5.1 Under contracts for delivery on call without a definite delivery date, the goods
shall be accepted by the buyer upon request of the seller three months after the
conclusion of a contract at the latest. Unless otherwise agreed, the prices of the
seller valid on the date of acceptance of the goods by the buyer shall apply to the
sale. If the prices of the seller valid as of the date of acceptance of the goods by
the buyer exceed the prices valid as of the date of the conclusion of the contract
by more than 10%, then the buyer shall be entitled to withdraw from the contract
without any legal consequences and without having to comply with the statutory
requirements regarding the withdrawel from the contract.
5.2 Should the seller partly or entirely fail to demand the buyer‘s acceptance of the
goods under Art. 5.1 for eight days, the seller is entitled to invoice the goods and
to claim immediate payment unless the buyer is entitled to refuse acceptance under
statutory requirements.
5.3 In the case of an unjustified refusal of acceptance, the goods sold will be warehoused
for the account and the risk of the buyer. Warehouse space rental and warehousing
charges may then be invoiced to the buyer. The seller is under no contractual
obligation to conclude a fire insurance contract on such warehoused goods.
5.4 If goods (irrespective the cases described under Arts. 5.1 to 5.3) are purchased ex
quay, then the goods shall be accepted within three days of the arrival of the ship.
The arrival date of the ship will be communicated to the buyer within a reasonable
time, at least 3 days before arrival. Should such notification occur later, then the
time period given under Art. 5.1 hereof will be appropriately extended.

6. Terms of Payment
6.1 Payment shall be made within 30 days of invoice date net unless otherwise agreed
in writing. The foregoing respites are to be calculated as of invoice receipt.
6.2 The buyer will be in arrears at the latest when they fail to settle payment within
30 days of maturity and receipt of an invoice or similar statement for settlement,
without any form of prior reminder becoming necessary.
6.3 Should the buyer be in arrears with their payments, the buyer can be charged with
default interest at the rate of 9% above the prevailing bank rate in accordance with
Art. 288 of the German Civil Code (“Bürgerliches Gesetzbuch”). The right of the
seller to assert additional claims shall remain unaffected hereby.
6.4 The buyer is only entitled to the right to initiate financial claims when their financial
counterclaims have been ascertained on a legal basis, undisputed and recognized
by the seller. In addition, the buyer is entitled to the right of retention provided
their counterclaim is based on the same contractual relationship. The assertion
of any further right of retention going beyond the foregoing - including the
commercial right of retention pursuant to Art. 369 of the German Commercial Code
(“Handelsgesetzbuch”) - is excluded.
6.5 The seller will only accept bills of exchange in settlement payment after prior written
agreement and subject to negotiation. All costs therefore shall be for the account
of the buyer. The financial claim of the seller under a contract of sale will however
remain upheld hereunder until a bill of exchange is honoured.
6.6 Should the buyer‘s creditworthiness be in any way affected, then the seller shall
be entitled to demand settlement of all open and already mature financial claims
with immediate effect and, should a specific payment not be received, despite a
reminder to pay within a reasonable time period, to withdraw from the contract and
to retrieve the goods supplied.
6.7 In cases of default of payment, the seller shall be entitled hereunder, once a
reasonable time limit has been exceeded, to withdraw from the contract without
refusal to accept performance or to demand indemnities for damages instead of
contractual performance. The assertion of further claims, especially the state of
default, shall remain unaffected hereby.

7. Reservation of Title
7.1 The goods shall remain the property of the seller until complete settlement of all
financial claims related to a given connexion with the buyer. Settlements made
against the issuance of a bill of exchange by the seller shall be deemed paid and
valid only once the bill of exchange has been honoured by the drawee. Any goods
supplied under reservation of title shall be stored separately from other goods and
shall be secured and insured against fire, theft and spoilage.
7.2 As long as reservation of proprietary rights holds, resale of goods is only permitted
hereunder in the proper course of business. The buyer shall assign to the seller
financial claims from the resale of goods purchased under reservation of title to
the extent of the amount shown on the purchase invoice. The same applies to the
insurance or other legal claims of the buyer from loss or damage to the goods under
reservation of title.
7.3 Any processing or alteration by the buyer of the goods purchased under reservation
of title shall be deemed as undertaken for the seller. Should such reserved goods
be processed using artefacts not belonging to the seller, then we shall thus acquire
co-proprietary rights to the new product in proportion to the ratio which the value
of the purchased goods bears to the value of the other processed artefacts at the
time of the processing. Should such goods be mixed or blended with other artefacts
not belonging to the seller, then we shall acquire co-proprietary rights to the new
product in proportion to the ratio which the purchased value of the goods bears to
the value of the other mixed or blended goods at the time of the mixing or blending.
If the reserved goods represent the main part of the new product of the buyer, then
the buyer shall grant the seller proportionate co-proprietorship rights in such new
product. Any assignment of a re-sale financial claim under Art. 7.2 shall apply to the
new product as a percentage of the value of the processed reserved goods provided
the reserved goods are not combined with other materials not belonging to the
7.4 The buyer is obliged hereby to indicate the proprietary rights of the seller in cases
of distrains or third-party claims.
7.5 The seller undertakes hereunder to release the securities the seller is entitled to
upon the request of the buyer provided the viable value of the seller`s securities
exceeds the financial claim by more than 10%. The selection of the security to be
released shall be at the discretion of the seller.

8. Liability for Defects and Limitations of Liability
8.1 The buyer shall examine the goods supplied by the seller straight after the delivery.
This shall essentially be undertaken during unloading of the goods. The goods are
packed in such a manner that damages in transit will immediately be visible. Should
an examination reveal any defects, the buyer shall report these to the seller with
immediate effect. Defects which are not immediately noticeable shall be reported
upon detection. Each notice of defect shall be given in writing. Once the notice is
effective, the seller can have the goods inspected by an authorised person.
8.2 In case of detectably defective goods, it is at the seller`s discretion to either supply
replacements or to undertake improvements. Should neither a replacement nor
improvement be possible or deemed reasonable, the buyer may assert further
statutory warranty claims. The same shall apply when two improvement attempts
should fail.
8.3 Defect claims and warranty claims lapse within one year. Legal requirements apply
to the commencement of the statute of limitation. The statute of limitation in
the case of a delivery recourse under Arts. 478 and 479 of the German Civil Code
(“Bürgerliches Gesetzbuch”) shall remain unaffected, with a duration of five years
from the date of delivery of the defective goods.
8.4 The seller shall be legally liable for death or injury to persons and loss or damage to
property according to statutory requirements. With regard to other loss or damage,
only legal liabilities for premeditation and gross negligence will be recognized,
excluding the cases described in the following sentence. The seller shall also be
legally liable in case of other negligently caused loss or damage, based upon an
infringement of a material contractual duty, but limited to foreseeable loss or
damage. The foregoing limitations of legal liability shall apply to statutory as well
as contractual claims, particularly with regard to indemnities for loss or damage on
the basis of warranty conditions. Legal liability claims under the product liability
legislation shall remain unaffected by the foregoing regulations.

9. Data Processing
With reference to or in connection with the business relationship, the seller is
entitled hereunder to process data concerning the buyer in accordance with the
data protection act, disregarding the fact whether the information originates from
the purchaser themselves or from thirds parties.

10. The Place of Fulfilment and Place of Jurisdiction
10.1 The place of fulfilment for the seller`s deliveries is Feldkirchen, Germany. The place
of fulfilment shall also not be changed when the seller takes over the shipment of
the goods or delivers the goods carriage free to the point of reception.
10.2 The place of fulfilment for any payments by the buyer is Feldkirchen, Germany.
10.3 The sole place of jurisdiction for all disputes, including complaints about the goods,
as well as for bills of exchange, cheques, proprietary and possession claims, shall
be Munich, Germany. This shall not apply, should another ulterior and legally
unalterable and exclusively competent jurisdiction apply.
10.4 The law of the Federal Republic of Germany shall apply to all legal relationships
between the seller and the contractual party under exclusion of the UN Convention
on Contracts for the International Sale of Goods of 1980 (CISG), even if the other
contractual party has their principal office or residency abroad.

STEICO SE (Societas Europaea)