General Terms and Conditions of Business

Terms of sale, delivery and payment

The following terms and conditions apply exclusively to business transactions with us, including all future business transactions.

All offers, agreements and deliveries are based exclusively on these terms and conditions. Deviating terms and conditions of the buyer that Liquicon does not expressly accept in writing are not binding for us, even if we do not expressly object to them.

2. deliveries by Liquicon do not constitute recognition of the conditions of the buyer.

3. offers from Liquicon are subject to change and non-binding if they are not expressly marked as "binding" in writing.

II.

prices: Our prices include normal packaging ex warehouse in Germany plus the statutory value-added tax at the current rate. We reserve the right to increase our prices accordingly if, after conclusion of the contract, costs increase, in particular due to collective agreements or increases in the price of materials. We will provide the customer with evidence of such increases on request.
dispatch: The dispatch is at the risk of the buyer. The choice of the means of transport is at our discretion.
delivery obligation: delivery periods and delivery dates are always only approximate, unless they have been expressly designated as binding in writing. They refer to the time of dispatch and are complied with upon notification of readiness for dispatch. All delivery transactions are subject to correct and timely delivery to us. Delivery periods only begin when agreement has been reached on all details of the order. If, after confirmation of the order, Purchaser requests a change and LIQUICON accepts this request, the delivery period shall only commence upon confirmation of the change. Delivery periods shall be extended - without prejudice to Seller's rights arising from Buyer's default - by the period by which Buyer fails to meet its obligations to Seller under this or other contracts. This applies accordingly to delivery dates. If an agreed delivery date is exceeded by us by more than two weeks, or if the fulfilment of a due and reminded delivery obligation is otherwise delayed by more than two weeks, the buyer is entitled to withdraw from the delivery contract with regard to the delivery with which we have exceeded the delivery date or are in default, after he has unsuccessfully set us a grace period. If we are not responsible for exceeding the delivery date, the grace period must be at least one month and must also be reasonable in all other cases. Other claims of the buyer due to exceeding the delivery date, other delivery delays or impossibility, no matter whether we are responsible for them or not, do not exist. In the event of default of payment by the buyer, filing of an application for the opening of insolvency proceedings as well as any significant deterioration in the financial circumstances of the buyer, we are entitled to make delivery dependent on advance payment.
Acceptance: In the case of call orders, goods reported as ready for dispatch must be called off immediately, otherwise we are entitled, after issuing a reminder, to dispatch them at the expense and risk of the buyer at our discretion or to store them at our discretion and invoice them immediately. In the case of contracts with continuous delivery, we must be given call-offs and classification of types for approximately equal monthly quantities; otherwise we are entitled to make the provisions at our reasonable discretion. If no deadlines are agreed for call orders, the entire quantity must be called and accepted no later than six months after conclusion of the contract.
Information and advice: Information about processing and application possibilities for the goods delivered by us, technical advice and other information is provided to the best of our knowledge, but without obligation and excluding any liability. In particular, our verbal or written advice on application technology does not release the buyer from his own responsibility to examine the delivered goods for their suitability for the intended processes or purposes. The exclusion of liability does not apply if the information has been provided within the framework of a special consultancy contract which has been expressly designated as such.
The customer shall only be entitled to rights of retention and offsetting if his counterclaims have been legally established, are undisputed or have been recognised by us.

III. General limitation of liability

We shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort - also for our executives and other vicarious agents - in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract.
These limitations shall not apply in the event of culpable breach of material contractual obligations, insofar as the achievement of the purpose of the contract is endangered, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb or health and also not if and insofar as we have fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof remain unaffected by this.
unless otherwise agreed, contractual claims which the buyer has against us as a result of or in connection with the delivery of the goods shall expire by limitation one year after delivery of the goods. This does not affect our liability for intentional and grossly negligent breaches of duty or the limitation of statutory recourse claims, if any. In cases of subsequent performance, the period of limitation shall not begin to run again.

IV. Technical delivery conditions

1. container system:
The container system delivered as the subject of the contract remains the property of the supplier.
The containers are intended for the transport and storage of the customer's products.
Any other use requires the consent of Liquicon.
The Customer assumes responsibility for all containers that are made available to him by Liquicon for the period of use. Violent breakage as a result of improper use is not the responsibility of Liquicon. Liquicon will charge the replacement price for any damage caused by improper handling (e.g. breakage) and shortages. Damage, shortfalls and total losses that occur during the rental period are charged to the customer.
technical characteristics inliner:
For unfilled packages, storage at 15 - 35°C and 45 - 75% relative humidity is recommended. The packaging materials must be protected from UV radiation. Liquicon accepts no liability for damage to unfilled packaging caused by improper storage at the customer's premises.
Packaging materials must be stored under processing conditions for 48 hours before processing for acclimatisation purposes and must be processed within 6 months of leaving the manufacturing plant, but no later than 9 months after the date of manufacture. In individual cases, concrete, deviating agreements on quality can be made. These take precedence over the technical delivery conditions. If the customer does not process the goods in due time before the processing period expires, Liquicon is not liable for any damages unless these are not due to the processing period being exceeded.
Filled packaging, FIBCs, are exposed to environmental conditions during outdoor storage, which Liquicon cannot influence. Liquicon cannot accept responsibility for any damage caused by this. Filled individual and shipping packaging must be protected from foreign dust, moisture and UV radiation. Any liability is excluded for deviations from storage instructions by the customer, unless the damage is not due to deviations from storage instructions. Depending on the manufacturing process or raw materials used, the shelf life of the products varies. The storage conditions must also be adapted to the respective filling material, and the customer is responsible for the appropriate testing, whereby possible interactions between the packaging material and the filling material must be taken into account.
miscellaneous
We reserve the right to make technical changes which do not affect the intended purpose.
Packaging and films are always manufactured in accordance with the agreements made with the customer. The customer bears the risk of usability for the intended purpose together with the contents.
This applies in particular to changes in the quality of the filled goods which may result from interaction with the packaging material or parts thereof.
In individual cases, compliance with the current international, European and national regulations (e.g. food law, environmental law: pharmaceutical law,...) can be confirmed in written declarations of conformity.

V. Reservation of title

The delivered goods remain our property until the buyer has fulfilled all payment obligations to us. The buyer is entitled to use or sell the goods in the ordinary course of business, provided that he meets his obligations to us from this contract or from other contracts in due time. Our ownership also extends to the new products resulting from the processing of the reserved goods, which are accordingly manufactured by the buyer for us as manufacturer in the sense of §950BGB. In the case of processing, combining or mixing with items not belonging to us, we acquire co-ownership in direct or corresponding application of §947BGB.

Insofar as our ownership of the reserved goods is nevertheless completely lost in individual cases due to combination, mixing or processing, the buyer hereby assigns to us the objects resulting from the combination, mixing or processing as security for all our claims described in paragraph 1. The items which are our property shall be stored by the buyer on our behalf without the buyer having any claims against us arising from the combination, mixing or processing or from the storage. All claims arising from the sale of goods subject to retention of title, including all items owned by us in accordance with paragraph 2, are hereby assigned to us by the buyer together with all ancillary and security rights, including bills of exchange and cheques, as security for all our claims described in paragraph 1.

In the case of the sale of goods in which we have co-ownership in accordance with paragraph 2, the assignment is limited to the share of the claim corresponding to our co-ownership share. If reserved goods are sold together with other items at a total price, the assignment is limited to the share in the amount of our invoice, including VAT for the reserved goods sold with them. In the case of processing within the scope of a contract for work and services, the claim for compensation for work and services in the amount of the proportionate amount of our invoice, including VAT for the goods subject to retention of title that were processed with the goods, is hereby assigned to us. The buyer is authorised, as long as he is willing and able to properly fulfil his obligations to us and we have not revoked the authorisation, to dispose of the goods in our ownership in the ordinary course of business and to collect the claims assigned to us.

He must inform us immediately of any impairment of our rights to the goods in our ownership or the claims assigned to us. If the buyer defaults on a payment to us or violates one of the obligations to us arising from the agreed retention of title, all our claims as described in paragraph 1 shall become due immediately. In these cases, as well as if the realisation of our claims appears to us to be at risk for other reasons, the buyer shall, at our request, inform us of the stock of the goods subject to retention of title, including all items in our ownership in accordance with Para. 2, as well as the customers to whom he has sold the goods subject to retention of title or to whom he has sold the goods subject to retention of title in accordance with Para. 2, and to enable us to take possession, in particular to take back the goods subject to retention of title or the items to which we have title in accordance with paragraph 2, to inform his customers of the assignment of the claim to which we are entitled and to provide us with all necessary information and documents, excluding any right of retention. If we take back goods subject to retention of title, this only constitutes a withdrawal from the contract on our part if we expressly declare this in writing. If we make use of our retention of title by taking back the goods subject to retention of title in accordance with the above provisions, we are entitled to sell the goods on the open market or have them auctioned. The taking back of the goods subject to retention of title shall be effected at the proceeds obtained, but at most at the agreed delivery prices. If the value of the securities existing for us exceeds the claims to be secured by more than 20%, we will release securities of our choice at the buyer's request.

VI Place of performance, place of jurisdiction, international sale of goods, miscellaneous

The place of performance for our deliveries is the supplying factory in the case of delivery ex works, and our warehouse in the case of all other deliveries. The place of jurisdiction is, at our discretion, the location of our head office or the location of the buyer.
All legal relations between us and the buyer shall be governed by German non-uniform substantive law in addition to these terms and conditions. Insofar as the buyer has his branch abroad, the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall apply, unless these conditions state otherwise. The Purchaser of consumer goods in accordance with § 475 BGB (German Civil Code) further undertakes not to exclude the applicability of the CISG in the event of resale of the goods abroad.LIQUICON shall not be liable for the suitability of the delivered goods for purposes other than those expressly agreed in writing.In the event of a lack of conformity of the performance, the Purchaser undertakes to set a reasonable period of grace for performance of the contractual obligations before rescinding the contract and before asserting claims for damages. This shall not apply if the Buyer cannot or cannot reasonably be expected to grant a period of grace under the circumstances. The assertion of claims for damages against the Seller shall generally be dependent on fault on the part of the Seller or its employees. Any reduction in price pursuant to § 50 CISG shall be limited to the reduced value of the non-conforming goods. Any modification or cancellation of the contract as well as the assertion of all Buyer's rights shall be made in writing, with dispatch by e-mail or fax being sufficient; the declarations must be received by LIQUICON.
If a buyer who is resident outside the Federal Republic of Germany or his representative collects goods or transports or dispatches them abroad, the buyer must provide us with the export certificate required for tax purposes. If this proof is not provided, the buyer must pay the value added tax on the invoice amount applicable to deliveries within the Federal Republic of Germany.
In the case of deliveries from the Federal Republic of Germany to other EU member states, the buyer must inform us of his VAT identification number under which he will be taxed within the EU before delivery. Otherwise, he must pay for our deliveries the VAT amount legally owed by us in addition to the agreed purchase price.
When invoicing deliveries from the Federal Republic of Germany to other EU member states, the turnover tax regulations of the respective recipient member state shall apply if either the buyer is registered for turnover tax in another EU member state or if we are registered for turnover tax in the recipient member state

VII Severability clause

Should any of the above provisions be invalid, this shall not affect the validity of the remaining provisions.

September 2006

LIQUICON GmbH