General Sale and Supply Conditions of Aqua Select GmbH

Article 1: Validity

1. These General Sale and Supply Conditions (in the following: “terms of business“) are valid for all current and future sales and supplies of Aqua Select GmbH.
2. Any terms and conditions of our buyers that may prove an addition, a contradiction or an alteration of our terms of business are not valid, even if we have taken note of them, unless we have explicitly agreed to recognise their validity.

Article 2: Contract conclusion, Price

1. Our offers are subject to alteration. Technical alterations as well as changes of shape, colour and/or weight (within reason) are reserved.
   
2. By ordering goods, the buyer confirms that he intends to buy the ordered goods. We reserve the right to accept the offer the order is based on within two (2) weeks of receiving the order. We can accept either in form of a written confirmation of order or by delivering the ordered goods to the buyer.
3. The contract is concluded with the reservation that our suppliers supply us correctly and punctually. This is only valid if the failure to deliver is not our fault, especially if a congruent agreement has been made with our suppliers.
   The buyer will immediately be informed about our inability to fulfil the requested service. Any received form of payment will be returned to the buyer immediately.
4. The prices agreed with the buyer are ex works from our grounds in Hanover, they do not include the corresponding legal sales tax; the buyer must pay all transport costs.
5. Regarding our delivery prices, the prices named in the confirmation of order are binding. Any additional deliveries and services will be charged extra.

Article 3: Delivery Dates, Unforeseeable Disturbances, Passing on the Risk

1. Delivery dates and periods are only binding if we have confirmed them in writing and if the buyer has given us all information and papers that are needed for the delivery on time.
2. Unforeseeable, unavoidable events and such that do not lie within our power and we are not culpable of, like natural disasters, orders of an authority, unforeseeable raw material or energy shortages, disturbances in the factory or in traffic flow and strikes, release us from our duty to deliver punctually for as long as they continue. Agreed periods are extended by the amount of time the disturbance continues, the buyer will be appropriately informed of any disturbance. If the end of the disturbance is unforeseeable or if it takes more than two (2) months, both parties may withdraw from the contract partially or completely due to the not fulfilled part of the agreement.
3. The buyer must accept partial deliveries within reason.
4. The risk of coincidental sinking or coincidental deterioration is passed on to the buyer as soon as the goods to be delivered are handed over to the person responsible for the transport or when the goods leave our or our supplier’s company grounds in order to be sent out.
   If the delivery of the goods is postponed due to reasons caused by the buyer, the risk is passed on to the buyer as soon as he is notified of our readiness to deliver.

Article 4: The Buyer’s Rights in Case of Faults, Duty to Examinate and Reprimand

1. If our goods are found to be faulty, we reserve the right to correct the goods or deliver substitutes.
2. If we fail to resolve the problem, the buyer may demand reduction or withdraw from the contract. If the adversity to the contract is only minor, especially in the case of only minor faults of the goods, the buyer may not withdraw from the contract. Apart from that, in the case of respective legal prerequisites, the buyer may make use of his right of compensation for resulted damages or expenses.
3. The buyer’s right concerning possible faults of the goods are valid providing that the buyer examines the goods immediately after receiving them and informs us in writing of any obvious faults immediately, at latest ten (10) days after delivery. Any hidden faults must be reported to us in writing as soon as they are acknowledged.
4. The buyer’s rights concerning faulty goods are valid up to one (1) year after delivery.
5. The buyer can expect the goods to be of the qualities mentioned in Aqua Select GmbH’s product descriptions. Qualities announced in public statements or any form of advertisement are not legally binding when considering the quality of the goods.
   Statements made in catalogues, price lists and other information material given to the buyer by us as well as descriptions of the goods are not to be seen as guarantees for special qualities of the goods; such guarantees must be agreed explicitly and in writing.

Article 5: Payment Conditions

1. The payment of the delivered goods is to be fulfilled by – depending on the explicit, written agreement – an irrevocable document accreditation, pre-payment or by invoice with a period allowed for payment.
   We are allowed to take the buyer’s payments into account for his older debts, first, despite possibly existing other determinations made by the buyer. If costs and interest have already resulted, we have the right to use the payment to first pay the costs, then the interest and then the actual claim.
2. Subject to other written agreements, each invoice is to be completely settled within ten (10) days after receiving it, if this period passes unsuccessfully then the payment takes place in arrears.
3. A payment counts as effected as soon as the sum is available to us. If the payment is made by check, the payment only counts as effected when the according sum has been transferred onto our account irrevocably.
4. If the buyer is in arrears, we have the right to demand interest payable on arrears at the legally stated rate. Possible further damages caused by arrears are untouched by this.
5. The buyer is only allowed to withhold payment or take goods into account if his claims have been legally recognised or are indisputable.

Article 6: Limitations of Liability

1. Subject to the term in the following paragraph (2), the legal liability of Aqua Select GmbH for claims for compensation is limited as follows:
   (i) We are liable for fundamental duties not fulfilled as agreed in the contract due to negligence to the extent of the possible damage that was foreseeable when the contract was made;
   (ii) We are not liable for duties not fulfilled due to negligence that are originally agreed in the contract but not relevant.
2. The previously mentioned limitation of liability is not valid in cases of legally necessary liability (especially based on the product liability law) or when a guarantee has been given or physical damage has been caused culpably.
3. The buyer must take appropriate measures to prevent damage.

Article 7: Reservation of Proprietary Rights

1. The delivered goods remain our property until all claims made to the client have been settled.
2. The client must treat the goods carefully while the proprietary rights are still reserved.
3. The client must inform us immediately if a third party accesses our goods, for example in the case of a seizure, or if they are damaged in any way or destroyed. In the case of a seizure, the client must inform the bailiff that the goods are our property.
4. The buyer may sell the goods in his orderly business. Already now, he transfers the claims made by selling our goods to a third party to us to the amount of our claims against him. We accept the transference. After the transference, the client is allowed to collect the claims. We reserve the right to collect the claims ourselves if the client fails to settle his duties concerning the payment or is in arrears.
5. Any further processing of the goods by the buyer takes place on our behalf and commissioned by us. If the processing includes items that our not ours, we obtain co-ownership of the newly created object to the extent of the value our goods have in relation to the other processed items.

Article 8: Final Clause

1. Alterations and additions to the contract and/or the terms of business, as well as agreements on the side must take place in written form. This also counts for any alteration of this obligation to record all alterations in writing.
2. The place where our contracts are to be fulfilled in Hanover, including the transport. Exclusive Hanover is also the exclusive court of jurisdiction for all legal disagreements concerning the contract, if the buyer is a business man, a legal body or a public separate estate. We have the right to sue the buyer from any other given court of jurisdiction.
3. The jurisdiction of the Federal Republic of Germany is valid, to the exclusion of the United Nation’s agreement on the international trade of goods (CISG).
4. If one or some of the terms in the contract and/or in these terms of business are made partially or completely inoperative, the validity of the other terms remains untouched. This is also the case if the contract and/or the terms of business lack any term. The completely or partially inoperative term shall be replaced by a rule that’s economic success is as close as possible to the inoperative term’s success.

As at August 2006

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