1. General
 

(a) Our deliveries, services and price quotations are provided exclusively on the basis of these General Terms and Conditions (hereinafter: the "GTC"). Our GTC shall apply to all business relationships with our Customers (hereinafter: the "Customer") if the Customer is an entrepreneur (pursuant to section 14 BGB (German Civil Code (BGB)), or a body corporate organized under public law, or a special fund under public law.

(b) Our GTC shall also apply to all future deliveries, services or price quotations made to the Customer even if they are not separately agreed afresh. The Customer will be deemed to have accepted our GTC as binding no later than its receipt of the delivery.

(c) We hereby expressly reject any of the Customer's conflicting terms and conditions. Our unconditional execution of a delivery or service does not constitute an implied consent on our part to the Customer's deviating GTC.

2. Offer and conclusion of contract
 

(a) Our price quotations are subject to change without notice unless they are expressly time-limited. Purchase orders must be confirmed by us in writing to be legally valid. Even invoices or computer printouts classified by us as binding shall count as written order confirmations. Telephonic or verbal agreements as well as agreements made with our representatives shall attain validity only once they have been confirmed by us in writing

(b) Any amendments to or changes of the agreements made, including the present GTC, must be made in writing to be effective.

(c) Any details regarding the object of delivery or service (e.g., weights, dimensions, utility values) as well as our representations of the same (e.g., drawings and illustrations) shall be deemed approximate only unless the use for a particular purpose has been contractually agreed.

3. Prices / Payments
 

(a) The prices quoted shall be valid strictly for the scope of services and deliveries defined in the associated order confirmations. Additional or special services will be charged separately. Our prices are quoted in EUROS "ex works" plus the costs for packaging, value-added tax at the statutory rate, customs duties in case of exports, and fees or other public charges. If the Customer demands a particular mode of transport, any additional costs incurred as a result shall be borne by the Customer. In case of an increase in prime costs we reserve the right to invoice the prices prevalent at the date of the delivery.

(b) The purchase price shall be due for payment without any deductions not later than 30 days from the invoice date and the date of delivery or acceptance of the goods. For payments made within 14 days from the date of invoice receipt we will grant a 2% discount on the net sales price provided that all outstanding invoices have been settled. If the Customer fails to make payment by the due date, interest will be charged on the outstanding amounts at a rate of 9 percentage points above the current base interest rate; we reserve the right to apply higher interest rates or to claim additional damages in the event of default.

(c) The Customer may not offset counterclaims or retain payments based on such claims unless such counterclaims are undisputed or have been recognized by an enforceable court ruling.

(d) We are within our legal rights to fulfil pending deliveries or services only against an advance payment or security deposit if we become aware, after execution of the agreement, of circumstances likely to substantially compromise the Customer's credit standing and/or likely to jeopardize the Customer's payment of our outstanding claims under a particular contractual relationship (including claims from other individual purchase orders to which the same framework contract applies).

4. Deliveries
 

(a) Any deadlines and dates for deliveries and services promised by us shall always be considered approximations only unless a fixed deadline or a fixed date is expressly promised or agreed. If shipping was agreed, the delivery dates and deadlines shall refer to the time of transfer to the forwarder, carrier, or other third party assigned to transport the goods.

(b) We will not be liable for impossible or delayed deliveries as a result of force majeure or other events that were not foreseeable at the time of execution of the contract (such as operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, etc.) for which we are not responsible. Should such events essentially hamper or in fact prevent us from performing our contractual duty, and the obstacle being more than a temporary one, then we shall be entitled to withdraw from the contract. In case of obstacles of a temporary duration, the terms for supplies or services will be extended or the delivery and completion deadlines will be postponed by the length of time of the obstruction, plus a reasonable ramp-up time. If, as a result of the delay, the Customer cannot reasonably be expected to accept the goods or services, it may withdraw from the contract by making an immediate written declaration to us. We will not accept the Customer's claims for damages due to delay or non-performance or allow the Customer to withdraw from the contract unless the Customer has granted us a reasonable grace period of four weeks minimum and unless such grace period has expired fruitlessly. In any case, we shall be liable for loss and damage only to the extent that we or our employees are guilty of willful intent or gross negligence.

(c) We shall have the right to make partial deliveries

• if the Customer can use the partial delivery as part of the contractually intended purpose,

• if delivery of the remaining goods as ordered is assured, and

• if this does not result in significant additional work or additional expenses for the Customer (unless we agree to bear these costs).

(d) In the case of call orders, we shall be entitled to procure the materials for the entire order and to manufacture/provide the total order quantity immediately. This means that any change requests on the Customer's part can no longer be taken into account after the purchase order has been placed, unless such option of change requests was expressly agreed.
 

(e) If it becomes apparent after conclusion of the contract that our claim to receive payment of the purchase price is jeopardized by the Customer's inability to pay (e.g. if an application to open bankruptcy proceedings was filed), we shall be entitled to refuse performance in accordance with the provisions of the law, and, after giving a reasonable notice period, to withdraw from the contract (section 321 BGB (German Civil Code)). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare rescission immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

(f) The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer on handover of the goods. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall already pass upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment. Insofar as acceptance has been agreed, such acceptance shall count as the relevant date for the transfer of risk. If the Customer is in default of acceptance, the handover and/or transfer shall nevertheless be deemed to have taken place.

(g) If a delivery date/acceptance date has been agreed with regard to the goods to be delivered by us to the customer/purchaser, the customer/purchaser shall be in default of acceptance in the event of refusal of acceptance, even if we agree to a postponement of the delivery date/acceptance date. From the time of default of acceptance, we shall only be liable for damage and/or destruction of the goods in cases of gross negligence and intent. In addition, the customer/purchaser shall be obliged to pay us a storage fee of EURO 6.00 net per square meter of storage space commenced and per day commenced plus 19% VAT for the provision of storage space for the goods not accepted from the day following the agreed delivery date.

5. Tools and devices
 

Tools and devices manufactured either by ourselves or by third parties on our behalf shall in any case remain our property even if the manufacturing costs are borne by the Customer either in whole or in part.

6. Collateral / Retention of the ownership title
 

(a) We will retain the title to the goods sold until full and complete payment of all current and future trade receivables arising from the purchase contract or from any ongoing business relationship (collateralized receivables).

(b) The goods subject to retention of ownership title may neither be pledged to third parties nor assigned as collateral before full payment of the collateralized receivables is received. The Customer shall notify us promptly and in writing if and to the extent any third parties attempt to seize or attach the goods that are our property.

(c) If the Customer acts in breach of contract, in particular in the event of non-payment of the purchase price when due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the strength of our retention of ownership title and our withdrawal. If the Customer fails to pay the purchase price when due, we may only assert these rights after having set a reasonable grace period for the Customer to pay, and such deadline having elapsed without payment being made, or where the setting of any such grace period is not required by law.

(d) The Customer may resell and/or process the goods subject to retention of ownership title in the ordinary course of business. In this case the following provisions shall apply additionally.

(e) The retention of ownership title shall extend to the products resulting from the processing, mixing or combining of our goods at their full value, with ourselves being deemed as the manufacturer. If the ownership rights of third parties remain in existence during the processing, mixing or combination with their goods, we shall acquire co-ownership in relation to the objective invoice values of these goods. In all other respects, the same provisions shall apply to the resulting product as those applying to the goods delivered under retention of ownership title.

(f) The Customer hereby assigns to us, by way of collateral, any and all claims against third parties arising from the resale of the goods or the product in total or in the amount of our co-ownership share, if any, in accordance with the preceding paragraph. We hereby accept such assignment.

(g) The Customer shall remain entitled to collect the receivables in addition to ourselves. We undertake to refrain from collecting the receivables as long as the Customer meets its payment obligations vis-à-vis us, or is not in default of payment, or as long as no application for the opening of bankruptcy proceedings was filed, and provided the Customer is not in any other way deficient in its performance capacity or solvency. Where this is the case, however, we may require the Customer to disclose the assigned receivables and the respective debtors, to provide all information necessary for the collection thereof, to hand over the relevant documents, and to inform the debtors (third parties) of such assignment.

(h) If the realizable value of the collaterals exceeds our claims by more than 10%, we will release collaterals of our choice at the Customer's written request.

(i) The Customer shall hold our (jointly) owned materials in custody on our behalf at no charge with the due care and diligence of a prudent businessman and shall insure them against fire and burglary.

7. Warranty
 

(a) The basis of our liability for defects is above all the agreement reached on the quality of the goods. Our technical consultations and price quotations are prepared with the utmost care, with due consideration of all parameters and circumstances known to us. Any recommendations we give as to the use of our products are made to the best of our knowledge. However, in view of the multitude of possible uses and applications, differing requirements, and individual conditions for use, we accept no liability for the suitability of the product for a particular use or application unless we have expressly guaranteed the product's suitability in writing. It is in any case the Customer's duty to independently check the product's suitability for its intended use. DIN 7716 applies to the storage of elastomers. We reserve the right to make technical changes which serve to improve the product.

(b) The Customer's warranty claims will only be accepted on the condition that Customer has complied with its statutory obligation to examine the goods and to give notice of defects (sections 377, 381 HGB (German Commercial Code)). If a defect becomes apparent during the inspection or a later date, such defect must to be reported to us immediately in writing. Such notification shall be deemed made without delay if it is made within two (2) weeks, the timely dispatch of such notification being considered sufficient for observance of the deadline. Irrespective of the Customer's obligation to inspect and give notice of defects, the Customer shall notify us in writing of any obvious defects (including incorrect and/or short deliveries) within two (2) weeks of delivery, the timely dispatch of such notification being considered sufficient for observance of the deadline. If the Customer fails to duly inspect and/or notify the defect, our liability for the non-notified defect shall lapse.

(c) Should the goods show defects, the Customer shall at our request be obliged to have their quality assessed by a neutral qualified expert. The Customer shall give us or our upstream supplier the opportunity to verify the identity and purported defects of the non-conforming goods in situ and to provide samples immediately on request. Claims will be void if the processing or treatment of the goods is not stopped immediately after detection of the defects or if the mixing of our goods with goods of different origin is not stopped, until such time as we or our upstream supplier have expressly cleared the goods.

(d) If the delivered item is defective, the Customer may demand substitute performance in the form of a defect-free item (replacement). We may decide to make the substitute performance contingent upon the Customer's payment of the outstanding purchase price. The Customer is, however, entitled to withhold a portion of the purchase price which is reasonable in relation to the defect. If a replacement proves impossible, or is unsuccessful, or is seriously and definitely refused by us, the Customer shall be entitled to either withdraw from the contract or request a price reduction. The Customer shall be entitled to exercise the same rights if the replacement is unreasonably delayed by us, or after a reasonable deadline set by the Customer has lapsed to no effect.

(e) The Customer agrees to grant us the time and opportunity required for the substitute performance owed, and in particular for handing over the rejected goods for inspection. In the event of a replacement, Customer shall return the defective item to us in accordance with the statutory provisions. Substitute performance shall include neither the removal of the defective item nor the re-installation thereof unless we were originally obliged to install it.

(f) Provided there is actually a defect present, we undertake to bear the expenses incurred for the inspection and subsequent performance, in particular the shipping, travel, labor, and material costs (but excluding any removal and installation costs). However, should a Customer request for the rectification of a defect turn out to be unjustified, we may demand reimbursement of the costs incurred.

(g) If the substitute performance has failed, or if a reasonable period of grace granted for substitute performance has either expired without success or become superfluous under the statutory provisions, the Customer shall have the right to withdraw from the contract or demand a reduction of the purchase price. In the case of an insignificant defect, however, there will be no right of withdrawal.

(h) Claims by the Customer for damages or compensation for futile expenditure will be accepted only in the case of defects defined in Section 8 and shall otherwise be excluded.

8. Other liability

(a) Unless otherwise stated in these GTC, including the provisions set out below, we shall be liable in case of any breach of contractual or non-contractual duties in compliance with the relevant legal provisions.

(b) We accept liability for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In case of ordinary negligence, we shall only be liable

• for damages resulting from injury to life, limb or health,

• for damages arising from the considerable breach of a material contractual obligation (an obligation whose fulfillment is a prerequisite for the proper performance of the contract and the observance of which the contractual partner regularly relies on and may rely on); in such case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.

(c) The liability restrictions arising from the foregoing paragraph shall not apply in cases where we have maliciously concealed a defect or given a quality guarantee for the goods. The same shall apply to claims under the German Product Liability Act.

(d) In case of a breach of duty that does not constitute a defect, the Customer may only withdraw from or terminate the contract if we are liable for such breach of duty. Customer's free right of termination (in particular pursuant to section 649 BGB (German Civil Code) shall be excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9. Statute of limitations

(a) Notwithstanding section 438 (1) number (3) of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one (1) year from the date of delivery. Insofar as acceptance has been agreed, the statute of limitations period shall commence upon acceptance.

(b) The foregoing statute of limitation periods under the law on sales shall also apply to any of the Customer's contractual or non-contractual claims for damages based on a defect of the goods, unless the application of the regular statutory limitations period (sections 195, 199 German Civil Code (BGB)) would lead to a shorter limitation period in the individual case. The limitation periods under the Product Liability Act shall in any event remain unaffected.

(c) In all other respects, the statutory limitation periods shall apply exclusively to the Customer's claims for damages.

10. Data privacy

The Customer agrees and acknowledges that we store data generated under the contractual relationship in accordance with section 28 of the Federal Data Protection Act for the purpose of data processing and that we reserve the right to transmit the data to third parties (e.g. insurance companies, suppliers) to the extent such transmission is necessary for the fulfillment of the contract.

11. Governing Law
 

The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and other bilateral and international agreements for the unification of the law on the sale of goods.

12. Place of performance and place of venue
 

Place of performance and place of venue for all types of claims or entitlements arising from the business relationships shall be Ulm.

Version dated: August 2013