GENERAL TERMS AND CONDITIONS OF TRADE

General Terms and Conditions for Sale and Supply for Business Transactions with Fully-Qualified Merchants

Any and all offers, goods supplied and other services rendered including consulting services, information (and similar type of services) by NRC are exclusively carried out on the basis of these General Terms and Conditions of Trade. Any deviating conditions of Customer, which have not expressly been confirmed by NRC in writing, are not binding for NRC, even though NRC has not expressly objected to such conditions. These General Terms and Conditions of Trade also apply to any future business relations, even though NRC may not expressly refer to such conditions with any future contracts (i.e. in particular for orders placed by phone).

In any case, the acceptance of the goods is regarded as the acknowledgement of these General Terms and Conditions of Trade. All agreements must be stipulated in writing. This also applies to side agreements and representations as well as to subsequent amendments or modifications of the Contract. A modification of this clause must also be effected in writing.

1. Offers, Product Description and Scope of Delivery

1. Offers are generally submitted without engagement. The conclusion of a contract and any other agreements will only become binding for new customers upon the written confirmation of NRC.
   
2. The product sold with the properties and features, as well as with the intended purpose of use in accordance with the product description enclosed to the Purchase Contract or to the Order Confirmation, respectively, is the exclusive subject of the Contract. Any public statements, sales talk or advertising do not represent any contractual representation of product properties.
   
3. Any other or further qualities and/or properties, or any other further use shall only be deemed as agreed upon, if expressly confirmed in writing by NRC.
   
4. The scope of delivery shall be subject to the written Order Confirmation of NRC; in case of an offer submitted by NRC with a time limit and an acceptance of the offer in due time, the offer shall be decisive, unless an Order Confirmation is received in due time. Additional or short supplies customary in the trade are allowed up to plus/minus 10%.
   
5. NRC reserves the rights of ownership and copyrights to cost estimates, offers, drawings and other records; these shall not be made accessible for third parties.

2. Prices

1. The prices quoted are exclusive value-added tax and are only applicable to orders supplied in one single delivery. The prices are quoted per unit pursuant to the written Order Confirmation ex works/store - unless anything else has been agreed upon - including loading and packaging. The quantity is stated without packaging.
   
2. In case a rule having force of law is announced after the conclusion of the Contract, pursuant to which a change of import duties becomes effective for the whole term agreed upon or any part thereof, and in case the expenditure incurred by NRC will provably change as a result of this, the prices will change accordingly. NRC shall promptly inform Purchaser on the new prices. Import duties within the meaning of this condition include customs duties, price-adjustment levy and excise duties. If the price applicable under this Contract, or any freight compensation agreements or terms of payment or the possibility to increase or change the freight compensation agreements or terms of payment shall be changed or declared as inadmissible for Seller on the basis of laws or governmental orders, NRC may withdraw from the part of the Contract not fulfilled yet without being liable to pay compensation.

3. Time of Delivery

1. The time of delivery commences with the date of sending the written Order Confirmation, but not before Customer has provided all conditions required for an orderly processing of the Contract (records, approvals/permits as well as any down-payment agreed upon).
   
2. The time of delivery is regarded as adhered to, if the object of supply has left the works/warehouse until the date of expiration of such time period or if the readiness for shipment has been notified. A premature delivery after an announcement made before the date of delivery is permissible. The keeping of the date of delivery is subject to the fulfilment of the contractual obligations of Purchaser. The supply of the goods shall be under the proviso of the correct and timely supply by our contractors.
   
3. The dates of delivery agreed upon are binding for Customer. If the Contract contains a request for delivery by Customer for certain, specified months or weeks, then also this stipulation of delivery time is binding for Customer.
   
4. The term of delivery shall be adequately prolonged in case of measures within the scope of labour disputes, in particular, measures in the course of legal strikes and lock-outs, as well as in case of the occurrence of unforeseen events outside the scope of responsibility of NRC, such as breakdowns, acts of God, war, official interventions etc., in so far as such events had a provable and serious impact on the completion or delivery of the object of delivery and if such events had been unavoidable despite the appropriate care of NRC.
   
   NRC shall not be liable for the above-mentioned circumstances, if such events occur during any delay already pending. NRC shall inform Customer as soon as possible of the beginning and end of such events in case of important matters.
   
5. In case of a delay in the performance, Customer is entitled - upon the non-successful expiration of a period of grace to be granted by the Customer for at least two weeks - to withdraw from the Contract referring to the overdue partial delivery.
   
   NRC shall only be liable for damages which were foreseeable by the management. In any case, the claim for damages shall be restricted to the amount provable by Customer.
   
6. NRC is entitled to carry out partial deliveries. In case of contracts for continuous requests for delivery, NRC shall receive call and division for roughly the same monthly quantities, namely at least four weeks prior to the beginning of the respective month of delivery. If calls and divisions for delivery are not made in due time, Seller is entitled - at his option and upon expiration of an adequate period of grace - to make his own division and to supply the goods or to finally refuse the fulfilment of the overdue part of the Contract and to claim damages.
   
   If NRC is in delay for a part of the performance, Customer shall only be entitled to put forward claims with regard to this partial performance, unless the partial performance is of no interest to him.
   
7. In case of a delay in the acceptance, the statutory regulations shall apply accordingly.

4. Payment/Delay in Payment/Setoff/Retention/Assignment

1. Unless anything to the contrary has been confirmed by NRC in writing, invoices are payable net within 30 days after receipt of the invoice.
   
   In case of a delay in the payment, Purchaser shall pay default interest in the amount of 8% above the basic interest rate, unless evidence is provided for a lower amount of damage through Purchaser, or a higher amount of damages through NRC.
   
2. Customer is not entitled to set off against NRC’s claims for payment any counter-claims, which have been rejected or which have not been finally determined, or to claim any rights of retention.
   
   Discounts and other deductions are not permissible, unless agreed upon in writing.
   
3. If it becomes known to NRC after the conclusion of the Contract, that Customer’s financial situation becomes unfavourable, NRC may demand securities as a compensation. An unfavourable financial situation is, in particular, the offer for composition out of court, applications for the opening up of court compromise settlements or insolvency proceedings or the registry in a list of debtors or a „blacklist“.
   
4. If partial payments have been agreed, the remaining outstanding debt shall immediately become due for payment - irrespective of the maturity of negotiated bills - if Customer is in default for 14 days with respect to an instalment, if the financial situation of Customer becomes unfavourable or if he ceases to effect payments.
   
5. It is not allowed to assign any claims under this Contract to third parties, unless anything else has been agreed upon in writing.

5. Shipment and Passing of Risk

1. The risk passes on to Customer, irrespective of the burden of cost, as soon as the goods have left the works/warehouse of NRC or as soon as the goods have been handed over in the works or warehouse to Purchaser, forwarding agent or shipper or to any other person or institution for shipment.
   
   If the collection of the goods through Customer or his agent has been agreed upon, the passing of the risk is effected, at the latest, upon the expiration of the second day following the dispatch of the notification that the goods were ready for collection. If NRC acts in any way in the course of the shipping, NRC exclusively acts as an agent for Customer.
   
2. Customer shall inform NRC on the way of shipment asked for immediately upon conclusion of the Contract. If such notification is not effected at the latest 7 days after the conclusion of the Contract, NRC is free to select the route and means of transport.
   
   NRC is not liable for any difficulties (damages, delay) resulting from the transport. Any costs of transhipment and/or onward shipment, resulting from a lack of or from incorrect data on the place of destination, shall be borne by Customer, even though the costs of shipment were to be borne - as an exceptional case - by NRC under the contract. The packaging of the goods is chosen by NRC at its own discretion.
   
3. NRC will not take out an insurance without the respective instruction of Customer in writing.
   
4. Furthermore, the „INCOTERMS 2000“ in their respective latest version shall apply.

6. Reservation of Title

1. NRC reserves the title to the goods, until all accounts receivable from Customer resulting from the business relations have been settled, including any future accounts receivable, also under contracts concluded at the same time or at a later date.
   
   This also applies, if individual or all accounts receivable by NRC are included in a current account and the balance has been calculated and acknowledged.
   
2. Any processing and transformation or the assembly of conditional goods is carried out for NRC as a manufacturer within the meaning of § 950 BGB (Civil Code), without obligation for NRC. Any processed or transformed goods or goods joint to NRC products are regarded as conditional goods within the scope of these conditions.
   
   If such conditional goods are processed, mixed or irreversibly combined with goods of other manufacturers, then NRC acquires the co-title to the new object in proportion to the invoice value of the conditional goods to the other objects used at the time of processing or mixing. If Purchaser acquires the exclusive title to the new object, the parties hereto agree that Purchaser will grant to NRC the co-title to the new object in proportion to the invoice value of the processed, combined or mixed conditional goods, and to store such objects free of cost for NRC. The co-titles generated this way are regarded as conditional goods within the meaning of these conditions.
   
3. In case of a violation of contractual obligations, in particular in case of a default in payment, NRC is entitled to withdraw from the Contract and to request the delivery of the goods. Customer is obliged to deliver the goods.
   
4. Customer is entitled - if he is obviously acting as a reseller - to resell the goods in the due course of business - under no circumstances, however, after an application has been filed or proceedings have been opened up with regard to a composition in court or out of court, or to bankruptcy proceedings - under the condition, that the claim under the resale is assigned to NRC as follows:
   
   Customer shall already now assign to NRC any and all claims together with all subsidiary rights resulting from the resale of the goods towards the purchasers or towards any third party, namely irrespective of the fact whether the conditional goods are resold without or after processing. NRC already now accepts such assignment.
   
   If Customer incorporates the claim under the resale of the goods into a current account relation with his customers, such current account claim is regarded as assigned in full. Upon balancing the current account, this claim is replaced by the acknowledged balance regarded as assigned in the amount equivalent to the original current account claim. Also this assignment is already now accepted by NRC.
   
   In so far as Customer resells the conditional goods on credit, he is obliged to secure the rights of the seller of the conditional goods (NRC) under the resale.
   
   Customer is entitled to collect the amount claimed even after the assignment of such claim. This shall not affect the right of NRC to collect the amount claimed on its own, but NRC is obliged to refrain from collecting the amount claimed as long as Customer duly fulfils his obligations for payment.
   
   NRC may demand that Customer shall inform NRC about the claim assigned and about the respective name of the debtor and about any data required for the collection, shall hand over to NRC all related documents and shall inform the debtors of the assignment. If the goods are resold together with other goods, not owned by NRC, then the claim of Purchaser towards the customer shall be regarded as assigned in the amount of the price of delivery agreed upon between NRC and Customer.
   
5. Customer is not entitled to dispose of the conditional goods in any other way; in particular, it is not allowed to pledge or to assign the goods as a security.
   
   The goods shall be excluded from a transfer of ownership by way of security of a complete stock of merchandise by means of an express declaration towards the secured party. NRC is obliged to release the securities due to NRC to the extent that their value exceeds the claims to be secured by more than 20 %, in so far as such claims have not been fulfilled yet.
   
6. Purchaser is obliged to insure the goods subjected to a reservation of title against all customary risks at his own costs.
   
7. If the laws of the country in which the goods are located do not allow the reservation of title, but allow Seller to reserve other rights to the objects of delivery, NRC shall be entitled to exercise all rights of this type. Customer is obliged to co-operate in these measures NRC is going to take to protect its title or any other right to the goods instead of the title.

7. Warranty

Any claims pursuant to the Act on Product Liability shall not be affected by the following provisions.

1. NRC is liable for non-immaterial defects of the goods sold only if Purchaser will immediately inform us in writing after its determination, at the latest, however, within 10 days after the date of the delivery of the goods.
   
2. Upon an effective notice of defect, Customer is obliged - upon NRC’s request - to have the condition of the goods inspected by an independent expert. Any claims for defects of goods shall be void, if Customer fails to grant to NRC or to our suppliers the opportunity to inspect or to have inspected on site the defects claimed and if Customer fails to immediately make available any samples requested.
   
   In addition, any and all claims for defects shall become void, if the processing or mixing of the goods of NRC with goods of other manufacturers has not been immediately stopped upon determination of the defects, namely until the official release of the goods through NRC or through suppliers of NRC. At the same time, Customer shall name to NRC the purchasers of the products to whom the goods have been sold.
   
3. NRC shall not assume any liability for consequences resulting from the incorrect use of the goods or from the failure to follow the application guidelines provided by NRC.
   
4. In case of the existence of non-immaterial defects, we will - at our discretion - either eliminate the defect or deliver a defect-free object (subsequent fulfilment). If it is determined after two attempts of subsequent fulfilment that the elimination of the defect or the subsequent delivery will be delayed in an inadequate way, has become impossible or has failed, Purchaser is entitled to reduce the purchase price, to withdraw from the Contract or to claim damages instead of performance. If Purchaser selects to withdraw from the Contract, he shall not be entitled to any additional damage claim for defects.
   
5. The statute of limitation for Purchaser’s claims is one year, starting when the object of purchase is handed over to the Purchaser.
   
6. In case of a violation of an obligation, in particular due to faults of consulting services, of additional contractual obligations or due to culpa in contrahendo, through us or through a person employed by us to fulfil an obligation, which is not based on wilful intent or gross negligence, our liability is restricted to the contract-typical, foreseeable damage; this does not apply to damages suffered by Purchaser due to the culpable injury of his life, body or health through us or through any person employed by us to fulfil an obligation.
   
7. In case of any claims of recourse towards NRC resulting from a claim of a purchaser of Customer, NRC shall become liable only to the extent as if NRC had directly sold the goods to the end-user. If Customer is subjected to a claim by an end-user for a reason, which may result from the defectiveness of the goods sold, Customer is obliged to immediately inform NRC in this respect. In addition, Customer is obliged to accept an action of his customer filed against him, unless NRC accepts its obligation for compensation towards Customer or towards such end-user, or unless NRC waives the performance of the court proceedings. If an action is filed against Customer by his purchaser, Customer shall grant to NRC the opportunity to participate in the litigation.
   
8. Customer assumes any and all claims possibly put forward against NRC for any possible infringement of proprietary rights of third parties by way of the importation or use of the goods supplied by NRC, unless caused by wilful intent or gross negligence from the side of NRC.

8. Forum Contractus

Forum contractus is Hamburg. Forum contractus for all obligations of Customer is the registered office of Seller (NRC).

9. Jurisdiction and Applicable Law

The Contract shall be governed by German law to the exclusion of the Convention on the International Sale of Goods (CISG).

The courts of Hamburg shall have exclusive jurisdiction with regard to any dispute arising out of or in connection with this Contract. We may, however, at our discretion, sue Customer in the court having jurisdiction at the registered office of Customer.

10. Other Provisions

In case any of the provisions of these conditions is or becomes invalid or is changed, this shall not affect the validity of the other provisions. A provision is regarded as agreed upon coming as close as possible to the commercial purpose of the invalid provision. Business transactions with juristic persons under public law and public special funds are treated at an equal ranking with transactions with corporations.

As of: July 2005