General Terms and Conditions of

Woegerbauer-R&D-Prüflabor GmbH
Bloher Landstraße 39 B
26160 Bad Zwischenahn

Status July 2019

I. General provisions
Salzfreier Kalkschutz durch Impfkristallisation
1. The terms and conditions set out below shall form part of any agreement concluded with Woegerbauer-R&D-Prüflabor GmbH (named „user“ in the following text). They shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
2. These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing. Even if user does refer to a letter incurring other terms and conditions, this is not to be seen as consent with those other terms and conditions.
3. If there are individual or frame agreements between the contractual partners, these will overrule the general terms and conditions at hand. If there are no special provisions in the individual or frame agreements, they will be complemented by the general terms and conditions

II. Offer and formation of contract
1. User`s offers shall be legally binding for 90 days unless he acknowledged another period of time in writing.
2. User’s offers in catalogues, listings, drawings and specifications of service included in the offer shall be considered as
approximations in line with industry standard but not legally binding.
3. Orders placed by the customer shall not be regarded as accepted until these have been confirmed by user in writing
(email shall be considered as “in writing”).
5. If the customer provides documents, especially prototypes or drawings, which are basis of a contract, only customer
is liable for faultility of these documents.

The user has an exclusive agreement for the United States of America (USA) and Canada. If, contrary to this contract, any of his goods enter these markets, he will be breach of contract and liable or large sums. Therefor, the customer undertakes to the user not to sell or otherwise import the goods into the USA or Canada. The customer is further obliged not to sell or otherwise transfer the goods to third parties, who he knows will import the goods into the aforementioned markets. The price requested by the user is reduced due to this restriction.

For each culpable breach of the obligations of the aforementioned paragraph by the customer, the user is entitled to demand the payment of a penalty in the amount of three times the order price from the customer. The principles of continuation are excluded. The payment of the contractual penalty shall not exclude the assertion of the claim for omission or compensation beyond that with appropriate proof. The contractual penalty will be credited towards a possible compensation.

III. Prices
1. If not expressly agreed otherwise in writing, prices are ex factory exclusive VAT, packaging, freight and postage.
2. In case continuing obligations the following applies: After price fixing is over, customer will be informed about changes two month in advance. He has the right to terminate the contract within four weeks after receiving the

IV. Terms of payment
1. Invoices are due and payable net within 30 days from the date of the invoice without discount. User will grant cash discount of 2 percent for payments within ten days after invoice date. The cash discount will not be granted if customer is in default with payments in other contracts with the user.
2. Divergent to paragraph IV. 1 invoices concerning the shipment of spare parts and services are due immediately without discount.
3. If customer is in default, user is entitled to bring to account default charges of 5 percentage points above base rate.
4. If customer is in default concerning items of work or progress payments, user is entitled to bring to account default charges of at least 5 percentage points above base rate. Furthermore, the whole contract sum is due immediately if user has performed his duties according to contract. If user proves to have paid higher interest rates for the sum in question, he is entitled to claim those. If customer does not pay within 14 days, user is entitled to revoke the contract without additional period of grace respective claim damages because of default.
5. User will accept cheques only on account of performance.
6. If there is objective evidence like measures of compulsory enforcement to suggest a substantial loss of creditworthiness
giving reason to fear default of the contractual performance, user only performs given the conditions
a) of suitable securities in the amount of the contract sum provided in due time, for example by a major German
bank or
b) advance payment respectively performance by the customer.
7. Customer is entitled to offset only claims not denied by user or legally binding established. Customer may enforce a right of retention only if his claim is expressly accepted by user or legally binding established and based on the same contract.

V. Deadlines of delivery and performance
1. Only written statements of the parties will be binding deadlines of delivery and performance. If there is nothing expressly agreed, written days of delivery respective delivery times will only be nonbinding indications. Deadlines begin with the day of sending the acceptance of the offer by user but not before all information necessary for performing the contract has been received by user.
2. Deadlines will be considered as met
a) In case of delivery without installation: If merchandise has left user’s facilities on the agreed day or user has
informed customer about readiness for shipment.
b) In case of delivery with installation: If performance has been finalized within the agreed deadline. The
performance is finalized when user has completed the necessary works.
3. Deadline can be prolonged if customer changes extent and manner of performance after formation
of contract.
4. If customer is in default with his payment, deadline will be prolonged for the time he is in default.
5. During the time of an interruption of operations not caused by user, user will be free of his contractual obligation. He
will pursue his performance immediately after the interruption of operations is over. User will inform customer about begin and ending of interruptions of operations without hesitation. The same applies to cases of force majeure respectively. If performance becomes legally impossible according to § 275 BGB (German Civil Code), user is entitled to revoke the contract without having to pay damages or losses to customer.
6. If customer is in default of acceptance, user is entitled to invoice default charges of at least 5 percentage points above base rate of the contract sum. If customer is in default of acceptance and does not accept the delivery after 14 days, user is entitled to revoke the contract or claim damages.
7. If user is in default of performance, after giving a reasonable period of time customer is entitled to
a) claim damages for the time lost only if user lost the time grossly negligent or deliberate
b) revoke the contract
c) claim damages for failure of performance, if user failed to perform grossly negligent or deliberate.

VI. Shipment and passing of risk
1. If there is no agreement directing otherwise, shipment will be carried out from user’s facilities without liability for cheapest way of shipment.
2. Even if user pays shipment, risk passes to customer when merchandise leaves the facilities of user or has been put on a vehicle owned or contracted by customer.

VII. Intellectual property
1. User retains all propietary and copy rights concerning pictures, drawings, data storage mediums and other documents inclusive copies from his sphere. The forementioned items may not be given to third parties without user’s consent and have to be returned when demanded.
2. If user violates rights of third parties in manufacturing merchandise according to drawings, prototypes or other specifications provided by customer, customer will keep user entirely clear of all claims.

VIII. Reservation of proprietary rights
1. All deliveries will be under retention of title. User retains title to the merchandise until receipt of all payments from the contract in full. If payment is made by note or cheque the forementioned applies until encashment.
Customer stores the merchandise for user for free. Customer is obliged to handle the merchandise with care as long as it is not his property. As long as this is the case, customer is not allowed to give the merchandise in mortgage or transfer ownership for security. If the merchandise is impounded, confiscated or in other ways in the grasp of third parties, customer has to notify user in writing immediately. If the third party is not able to pay to user his costs of pursuing his rights according § 771 ZPO (German lawsuit code), customer is liable to user in this extent.
Customer may sell the merchandise user retains title to within common business practice. The claims customer gains with the selling he transfers to user in advance in the amount of the contract sum inclusive VAT. User accepts this transfer of claims. The transfer is valid irrespective to processing by the customer. Customer is entitled to claim the contract sum irrespective to the aforementioned transfer. User may claim his price with the third party nonetheless. User will not claim the contract sum as long as customer pays the invoices, is not in default of payment and no insolvency proceedings have been requested.
The already existing remainder of user stays valid. If the merchandise is merged with goods not owned by user in a manufacturing process, user gains common ownership concerning the new product in relation of the objective worth of the merchandise compared with the other goods in time of the manufacturing process merging them together. If the merging occurs in such way that the merchandise user retains title to is to be seen as the main thing, it is agreed that customer transfers title to user in relation to the worth of the merged things and stores the resulting property for user. If in the context of a delivery deal parties agree that after payment a note will be issued under participation of user, the aforementioned retention of title will not cease before user is free of all liability risks from the note.
User is obliged to unblock all securities when demanded by customer and if securities are not needed. This is the case in particular when the worth of the securities outweighs the worth of the claims that are secured by more than 20 %. User is entitled to revoke the contract and claim the merchandise in case customer acts in violation of contract, in particular when customer is in default of payment.

IX. Installation
If customer asks for installations that are not covered by the contract, the following applies:
1. The customer has to provide the necessary specifications concerning the location of power lines, gas and water pipes
or similar information and required statics.
2. Before user begins installations, all parts necessary for the works have to be at the location and all bricklayer, carpenter
and similar preliminary work have to be progressed to an extent allowing the installation immediately to start with arrival of user’s employees. In particular the building land improvement and the location for the installation have to be flattened and evacuated, the foundation has to be dry and ready, in case of installation indoors the plastering of walls and ceilings has to be completed, doors and windows have to be installed.
3. Customer has to attest to the working times of user’s employees to the best of his knowledge. He is obliged to hand over the bill of delivery or confirmation of installation to user’s employees immediately after completion.

X. Defects liability
Concerning defects as to quality or law the German statutes will decide if these general terms and conditions do not modify them.
Defects liability requires the customer to make a complaint in respect of a defect immediately on receipt of the goods according to § 377 HGB (German merchant’s code). The merchandise has to be examined immediately on receipt. Defects have to be reported to user within 14 working days. If customer refrains from a defect report, the merchandise shall be considered acceptedunless the defect is a hidden one that could not be found on due inspection.
The agreement concerning the condition of the merchandise are basis of user’s defects liability. If no particular condition has been agreed on, the German statutes concerning the defects liability will govern.
If the merchandise respective delivery is defective, customer is only entitled to claim supplementary performance. User may choose to repair the defect or deliver new merchandise free of defect. If the supplementary performance fails, customer may choose to lessen the purchasing price or revoke the contract.
The right to claim damages because of defective delivery by user is excluded. In case of intent or gross negligence on user’s part or agents or assistants in performance user is liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally user’s liability for damages shall be limited to the typically predictable damage.
User’s liability for culpable damage to life, body or health as well as his liability under the Product Liability Act shall remain unaffected. Any liability not expressly provided for above shall be disclaimed.
The defects liability period is one year after delivery of merchandise or acceptance in case acceptance is required.

XII. Place of jurisdiction
This contract shall be governed by the laws of the Federal Republic of Germany. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the domicile of the user. The English convenience translation is not legally binding.

XIII. Continuanceofvalidity
If any provisions of this general terms and conditions or of individual agreements should be or become invalid, the contract stays valid in all remaining parts.
Woegerbauer-R&D-Prüflabor GmbH
Managing Direktor: Wiebke Schwarting