General Terms and Conditions

A. General

The following Terms and Conditions of Sale shall apply to all present and future deliveries of
the Seller, and shall be deemed accepted at the latest upon receipt of the goods. Any terms
and conditions of purchase of the Buyer shall require the express written consent of the
Seller in order to be effective.

B. Offers, orders

1. The Seller's offers are subject to change with regard to price, quantity, delivery period and
delivery possibility. The Buyer's delivery conditions shall only be effective if they are
confirmed in writing by the Seller.

2. Orders of the Buyer shall become binding for the Seller upon written confirmation by the
Seller or upon execution of the order.

C. Delivery Periods, Delay

1. Delivery dates are only legally binding if they have been expressly agreed by us in writing.
Agreed delivery periods and delivery dates shall be deemed to have been complied with if
the delivery has left the factory or the warehouse by the expiry of the period or readiness for
dispatch has been declared.

2. If an agreed delivery date is exceeded by us, the Buyer shall set a reasonable period of
grace for delivery in writing. This period of grace shall be at least three weeks. If delivery has
not taken place by the expiry of the period of grace, the Buyer shall declare within a
reasonable period of time whether he will withdraw from the contract due to the delay in
delivery and/or claim damages or insist on delivery.

3. Partial deliveries are generally permissible. The Buyer may refuse partial deliveries if they
are unreasonable for him. A partial delivery is deemed to be an independent transaction and
can be invoiced accordingly.

4. Delivery obligations or delivery periods shall be suspended as long as the Buyer is in
default with his obligations to cooperate or payment obligations from this or previous
business transactions.

5. If, after conclusion of the contract, justified doubts arise as to the solvency or
creditworthiness of the customer, we shall be entitled to withdraw from the contract unless
security is provided to us or payment is made in cash prior to delivery.

6. Events of force majeure entitle us to postpone delivery for the duration of the hindrance
and a reasonable start-up period or to withdraw from the contract because of the part not
yet fulfilled. Strikes, lock-outs and other circumstances which make delivery considerably
more difficult or impossible for us shall be deemed equivalent to force majeure. This shall
also apply in particular in the event of failure of deliveries from upstream suppliers.

7. In the event of a general shortage of goods or a shortage of goods caused by force
majeure, we shall be entitled to reduce deliveries. In this case, the Buyer can demand a
declaration from us as to whether we wish to withdraw from the contract or deliver within a
reasonable period of time. If we do not declare this, the Buyer is entitled to withdraw from
the contract.

D. Default of acceptance by the customer

1. If the Buyer is in default of acceptance, we are entitled to withdraw from the contract
after setting a reasonable grace period and to claim damages instead of performance.

2. If the delivery is made in partial deliveries at the request of the Buyer, we are entitled to
an appropriate price increase.

3. Orders placed on call must be accepted within six months of our declaration of readiness
to deliver.

E. Delivery, dispatch, transfer of risk

1. Unless otherwise agreed, the Seller shall choose the mode of shipment, the shipping route
and the carrier.

2. Our delivery obligation is fulfilled when the goods leave the factory, the warehouse or are
handed over to the carrier. At this point in time, the risk is transferred to the Buyer.

F. Dimensions, Weights, Delivery Quantities

1. The dimensions, weights and quantities stated in the shipping documents of the supplying
plant or warehouse shall be decisive for invoicing; deviations customary in the trade shall be
permissible. Complaints must be made in writing within 3 working days of receipt of the
goods at the place of destination at the latest.

2. For deliveries of liquids by tanker, the records of the calibrated measuring devices on the
transport vehicles shall be authoritative if the goods are delivered by our tanker or by a
forwarder commissioned by us.

G. Prices, invoicing

1. The prices applicable on the day of dispatch shall be charged for our deliveries.

2. Unless otherwise agreed, all costs and charges associated with the shipment shall be
borne by the Buyer.

3. Freight paid prices are valid under the condition of unhindered transport routes. Special
costs for surcharges such as high or low water, ice, etc. shall be borne by the Buyer. The
same applies to unloading, discharging and other costs charged in addition to freight.

4. If, after the price has been agreed, freight charges, duties or other shipping costs are
changed or newly introduced, we shall be entitled to add any resulting additional charges to
the price.

5. In the case of delivery abroad, the Buyer shall bear all duties and costs associated with the
crossing of the border of the goods.

H. Payment, set-off

1. Unless otherwise agreed in writing, payment shall be made immediately upon receipt of
the invoice. The date of delivery or invoice shall be decisive for agreed payment and
discount periods. In order to meet the deadlines, we must be able to dispose of the invoice
amount on the day the deadline expires.

2. In the event of overdue payments, we shall be entitled to charge interest at the rate
charged to us by banks for overdrafts, but at least 8% above the base rate in the case of
companies and 5% above the base rate in the case of end consumers, commencing on the
due date.

3. We are entitled to use payments to settle the oldest due claim plus default interest and
costs accrued thereon, in the order of costs, interest, principal claim. A cash discount
deduction on new invoices is inadmissible insofar as older due invoices are still unpaid.

4. The power of attorney for collection of our representatives and employees shall only exist
if it can be proven by documents.

5. Payment by bill of exchange is only permissible on the basis of prior agreements with us.
Bills of exchange and cheques shall only be accepted on account of performance. All
expenses, fees, etc. incurred by the acceptance of bills of exchange shall be borne by the

6. In the event of non-compliance with the terms of payment or if circumstances become
known which are suitable to reduce the creditworthiness of the Buyer, we may declare all
our claims due immediately, irrespective of agreed terms of payment, deferrals or the term
of accepted bills of exchange.

7. The Buyer may only set off claims that are undisputed or have been legally established.

I. Retention of title

1. All goods delivered shall remain our property (goods subject to retention of title) until all
our claims have been settled, irrespective of the legal basis, in particular also until all
cheques or bills of exchange given by the Buyer in payment have been honoured, even if
payments are made for specially designated claims. Until the purchase price has been paid in
full, the goods subject to retention of title shall remain our property and shall be insured by
the Buyer against the usual risks.

2. Processing of the reserved goods shall be carried out for us as manufacturer within the
meaning of § 950 of the German Civil Code (BGB) without any obligation on our part. In the
event of processing with other goods not belonging to us by the Buyer, we shall be entitled
to co-ownership of the new item in the ratio of the value of the reserved goods to the other
processed goods at the time of processing. Otherwise, the same shall apply to the new item
resulting from the processing as to the goods subject to retention of title.

3. As long as the Buyer is not in arrears with his payments, he may sell the goods subject to
retention of title in the ordinary course of business under his normal terms and conditions;
this shall not apply, however, if a prohibition of assignment has been agreed between the
Buyer and his customers with regard to the purchase price claim. In the event of resale, the
Buyer shall make the transfer of ownership dependent on the full payment of the goods by
his customers.

4. If the Buyer is in default with his payment obligations or if he violates the provisions of the
retention of title set out in this section, we shall be entitled to prohibit the resale of the
goods subject to retention of title, to demand their surrender and to collect them at the
Buyer's expense.

6. The Buyer's claims arising from the resale of the goods subject to retention of title shall be
assigned to us upon delivery, irrespective of whether the goods subject to retention of title
are sold to one or more Buyers without or after processing.

7. In the event that the goods subject to retention of title are sold by the Buyer together
with other goods not belonging to us, the assignment of the purchase price claim of the
resale shall only apply to the amount of the invoice value of our respective goods subject to
retention of title sold.

8. If the goods subject to retention of title are used by the Buyer to fulfil a contract for work
and services, the claim arising from the contract for work and services shall be assigned to us
in advance to the same extent as stipulated in item 6 for the purchase price claims.

9. The Buyer is entitled to collect claims from the resale until our revocation, which is
permissible at any time; we shall only make use of our right of revocation in the cases
specified in paragraph H. item 5. The Buyer is not authorised to assign the claim to third
parties. At our request, he shall be obliged to inform his customers of the assignment to us
and to provide us with the information and documents required for collection.

10. The Buyer is not entitled to pledge, assign as security or otherwise encumber the goods
subject to retention of title.

J. Condition of the goods, advice, use

1. Only the quality described in the Seller's product descriptions, specifications and markings
shall be deemed to be the quality of the goods. Deviations therefrom are permissible if the
suitability for the normally intended use is not significantly impaired. Public statements,
recommendations or advertising do not constitute quality specifications for the purchased

2. Technical advice given by the Seller orally and in writing is not binding and does not
release the Buyer from the obligation to test the goods for their suitability, even if the goods
are generally recommended for a specific purpose. The suitability of the goods for a
particular purpose is not guaranteed without express and written confirmation.

K. Defects, liability for defects

1. Recognisable defects shall be notified to the Seller in writing without delay, at the latest
within 14 days after receipt of the goods at the place of destination; hidden defects shall be
notified without delay after discovery. They can only be asserted as long as a part of the
goods is unmixed, as in the case of packaged goods in original containers, and a sample of
the goods complained of is immediately sent to the place of delivery.

2. In the event of a justified complaint, we shall be entitled, at our discretion, to provide
subsequent performance by remedying the defect or by making a replacement delivery. If
the subsequent performance fails within a reasonable period of time, the Buyer may reduce
the purchase price or withdraw from the contract. Any claims for damages, taking into
account the limitations in accordance with paragraph L below, shall remain unaffected by

3. Claims by the Buyer for expenses incurred for the purpose of subsequent performance, in
particular transport, travel, labour and material costs, shall be excluded insofar as the
expenses increase because the object of the delivery was subsequently taken to a location
other than the Buyer's branch office, unless the transfer is in accordance with its intended

4. Claims based on material defects shall not exist if there is only an insignificant reduction in
value or only an insignificant restriction in the usability of the delivery or service.

5. Claims arising from liability for defects shall become statute-barred one year after delivery
of the goods, unless longer periods are prescribed by law, in particular in the case of goods
which have been used for a building in accordance with their usual instructions for use and
have caused its defectiveness.

L. Other claims, damages

1. Unless otherwise stated below, other and further claims of the Buyer are excluded. This
applies in particular to claims for damages due to breach of obligations arising from the
contractual obligation and from tort. In particular, we shall not be liable for indirect damage
not caused to the goods themselves or for loss of profit or other pecuniary loss of the Buyer.

2. The above limitations of liability shall not apply in the event of intent, gross negligence on
the part of our legal representatives, executives, employees or other vicarious agents or in
the event of culpable breach of material contractual obligations. In the event of culpable
breach of material contractual obligations, our liability shall be limited to the typical damage
foreseeable at the time of the conclusion of the contract, unless there is intent or gross
negligence on the part of our legal representatives, executives, employees or other vicarious

3. Furthermore, the above limitations of liability shall not apply in the event of injury to life,
limb or health, in the event of the assumption of a guarantee or a procurement risk, in the
event of mandatory liability under the Product Liability Act and in all cases in which the law
prohibits such limitations of liability.

4. To the extent that our liability is excluded or limited, this shall also apply to the personal
liability of our legal representatives, executives, employees and other vicarious agents.

M. Rental containers

1. Returnable containers provided by us may only be used for the storage and transport of
our products. After emptying, they are to be returned to us or to our nearest warehouse free
of freight and charges. If returnable containers remain with the Buyer for longer than 3
months for reasons not attributable to us, we may charge a rental fee customary in the

2. In the event of damage to the returnable containers, we shall have the right to refuse to
take them back and to demand replacement costs or to have the repairs carried out at the
expense of the Buyer or to demand compensation for the reduction in value. Rent shall be
paid by the Buyer until the compensation has been settled. Any loss must be reported

3. For the duration of the hire, the Buyer shall fulfil the legal and official requirements for
the hired containers on his own responsibility and at his own expense. The Buyer shall be
liable for the returnable containers handed over to him and for the risks arising therefrom
from the day of dispatch or from the day of readiness for dispatch until the day of return to
our works or warehouse.

4. Insofar as tanks, dispensing and filling equipment are made available to the Buyer on a
loan or rental basis for our goods, the above shall apply accordingly, unless otherwise
expressly agreed. The Buyer shall bear the ongoing maintenance and servicing.

5. We shall not be liable for defects and damage caused by the condition of containers and
transport containers provided by the Buyer.

N. Final Provisions

1. Place of performance for deliveries is the respective place from which the delivery is made
by us. The place of performance for payments shall be the registered office of our company.

2. The place of jurisdiction for all disputes in connection with the delivery transaction shall
be the registered office of our company. This shall also apply to actions in bill of exchange
and cheque proceedings. This also applies to all third parties who are liable for the Buyer's
obligation. This place of jurisdiction shall also apply in the event that claims are asserted in
dunning proceedings and if the Buyer has relocated his place of residence or habitual abode
outside the Federal Republic of Germany after conclusion of the contract or if his place of
residence or habitual abode is unknown at the time the action is brought. However, we are
also entitled to assert our claims at the Buyer's place of jurisdiction.

3. The law of the Federal Republic of Germany shall apply exclusively to all legal relationships
between the Buyer and us. The application of the United Nations Convention on Contracts
for the International Sale of Goods (CISG) is excluded.

4. If individual provisions of these terms of delivery are or become invalid, this shall not
affect the validity of the remaining provisions. The contracting parties are obliged to agree
on a new provision which comes as close as possible to the purpose pursued by the invalid

Südöl GmbH

Status: July 2009