General Terms and Conditions of Sale of LuxCarbon GmbH (GTCS).

I. Validity, Offers

1. These General Terms and Conditions of Sale shall apply to all - including future - contracts with entrepreneurs, legal entities under public law and special funds under public law concerning deliveries, services and other performances, including contracts for work and services and the delivery of non-fungible goods. The Buyer's terms and conditions of purchase shall not be recognized even if we do not expressly object to them again after receipt by us.
2. Our offers are subject to change. Verbal agreements, promises, assurances and guarantees made by our employees in connection with the conclusion of a contract shall only become binding upon our written confirmation.
3. In case of doubt, the Incoterms in their latest version shall be decisive for the interpretation of commercial clauses.
   
   All information, such as dimensions, weights, illustrations and descriptions are only approximate, but determined to the best of our ability, and are not binding on us in this respect.

II. prices

1. The prices are ex works or ex warehouse plus freight and value added tax.
2. Unless otherwise agreed, the prices and conditions valid at the time of conclusion of the contract shall apply.
3. If, after conclusion of the contract, duties or other external costs included in the agreed price change or are newly incurred, we shall be entitled to change the price to the corresponding extent.
4. we reserve the right to increase the agreed price for quantities not yet delivered if, due to a change in the raw material and/or economic situation, circumstances arise which make the manufacture and/or purchase of the product concerned significantly more expensive than at the time of the price agreements. In this case, the Customer may cancel the orders affected by the price increase within two (2) weeks after notification of the price increase.

III. Payment and Settlement

1. Unless otherwise agreed or stated in our invoices, the purchase price shall be due immediately after delivery without any discount and shall be paid in such a way that we can dispose of the amount on the due date. Costs of payment transactions shall be borne by the buyer. The buyer may only offset against undisputed or legally established claims; the same applies to the exercise of rights of retention. 2. (2) In the event that the payment deadline is exceeded or in the event of default, we shall charge interest at a rate of eight (8) percentage points above the prime rate of the European Central Bank, unless higher interest rates have been agreed. We reserve the right to claim further damages for default.
2. The Buyer shall be in default at the latest ten (10) days after the due date of our claim without any reminder being required.
3. If it becomes apparent after the conclusion of the contract that our claim for payment is endangered by the Buyer's lack of ability to pay, we shall be entitled to the rights under § 321 BGB (German Civil Code) (plea of uncertainty). We shall then also be entitled to declare due all claims not subject to the statute of limitations from the current business relationship with the Buyer. In addition, the plea of uncertainty shall extend to all other outstanding deliveries and services from the business relationship with the Buyer.
4. An agreed cash discount always refers only to the invoice value excluding freight and presupposes the complete settlement of all due liabilities of the buyer at the time of the cash discount. Unless otherwise agreed, cash discount periods shall commence from the date of invoice.
5. We shall be entitled to offset all claims to which we are entitled against the Buyer against all claims to which the Buyer is entitled against us, irrespective of the legal grounds.

IV. Securities

We shall be entitled to securities of the usual type and scope for our claims, even if they are conditional or limited in time.

V. Execution of deliveries, delivery periods and dates

1. Our obligation to deliver is subject to correct and timely delivery to us by our suppliers, unless we are responsible for the incorrect or delayed delivery to us by our suppliers.
2. Information on delivery times are approximate. Delivery periods shall commence on the date of our order confirmation and shall only apply on condition that all details of the order have been clarified in good time and that all obligations of the Buyer have been fulfilled in good time, e.g. provision of all official certificates, letters of credit and guarantees or advance payments.
3. Delivery deadlines shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.
4. Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up period. This shall also apply if such events occur during an existing delay. Force majeure shall include currency, trade policy and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine or roller breakage, shortage of raw materials or energy), obstruction of transport routes, delays in import/customs clearance and all other circumstances which, through no fault of our own, make delivery significantly more difficult or impossible. It is irrelevant whether these circumstances occur at our premises, at the supplier's works or at a sub-supplier's premises. If, due to the aforementioned events, the performance of the contract becomes unreasonable for one of the contracting parties, in particular if the performance of the contract is delayed for one of the contracting parties in essential parts by more than six (6) months, this party may declare the cancellation of the contract.
5. In the event of non-compliance with the delivery periods, the Buyer shall only be entitled to the rights under Sections 281, 323 of the German Civil Code (BGB) if he has set us a reasonable deadline for delivery which - in this respect in deviation from Sections 281, 323 of the German Civil Code (BGB) - is combined with the declaration that he will refuse acceptance of the performance after expiry of the deadline; after unsuccessful expiry of the deadline, the claim to performance shall be excluded.
6. In the event of delay, we shall be liable in accordance with Section XII for the damage caused by the delay as proven by the Buyer. We shall immediately inform the Buyer of the duration of the delay in delivery. Upon knowledge of the duration of the delay in delivery, the Buyer shall immediately inform us of the amount of the anticipated damage caused by the delay. If the anticipated damage caused by the delay exceeds 20 (twenty)% of the value of the quantity affected by the delay in delivery, the Buyer shall be obliged to make immediate efforts to make a corresponding covering purchase, if necessary to take advantage of covering purchase opportunities proven by us, by withdrawing from the contract for the quantity affected by the delay in delivery; in this case, we shall reimburse the proven additional costs of the covering purchase and any damage caused by the delay proven for the interim period. If the Buyer fails to comply with its obligations to mitigate damages under the preceding paragraph, our liability for proven damage caused by delay shall be limited to 50 (fifty)% of the value of the quantity affected. Section XII. remains unaffected.
7. The Buyer may withdraw from the contract without setting a deadline if it becomes impossible for us to make the entire delivery before the passing of risk. In addition, the Buyer may withdraw from the contract if, in the case of an order, it becomes impossible to execute part of the delivery and the Buyer has a justified interest in refusing the partial delivery. If this is not the case, the Buyer shall pay the contract price attributable to the partial delivery. The same shall apply in the event of incapacity on our part. Section XII shall apply in all other respects.. 

VI. Retention of Title

1. All goods delivered shall remain our property (goods subject to retention of title) until all claims have been fulfilled, in particular also the respective balance claims to which we are entitled within the scope of the business relationship (balance retention) and the claims which are unilaterally established by the insolvency administrator by way of choice of performance. This shall also apply to claims arising in the future and conditional claims, e.g. from acceptor's bills of exchange, and also if payments are made on specifically designated claims. This reservation of balance shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation of balance. We shall be entitled to assign the payment claims to which we are entitled against the Buyer.
2. Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without any obligation on our part. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the Buyer, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the purchaser shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall hold them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No.1.
3. The Buyer may sell the reserved goods only in the ordinary course of business under his normal terms and conditions and as long as he is not in default, provided that he retains title and the claims arising from the resale are transferred to us in accordance with No. 4 to 6. He shall not be entitled to dispose of the reserved goods in any other way. The use of the reserved goods for the performance of contracts for work and services shall also be deemed to be a resale within the meaning of this Section VI.
4. The claims arising from the resale of the goods subject to retention of title shall be assigned to us here and now together with all securities which the Buyer acquires for the claim. They shall serve as security to the same extent as the reserved goods. If the reserved goods are sold by the Buyer together with other goods not sold by us, the claim arising from the resale shall be assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods sold. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. If the goods subject to retention of title are used by the Buyer for the performance of 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.
5. The buyer is entitled to collect claims from the resale. This authorization to collect shall expire in the event of our revocation, but at the latest in the event of default in payment, non-redemption of a bill of exchange or application for the opening of insolvency proceedings. We shall only exercise our right of revocation if it becomes apparent after conclusion of the contract that our claim for payment under this or other contracts with the Buyer is jeopardized by the Buyer's lack of solvency. At our request, the purchaser shall be obliged to inform his customers immediately of the assignment to us and to provide us with the documents required for collection.
6. An assignment of claims arising from the resale is not permitted unless it is an assignment by way of genuine factoring which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Upon crediting of the factoring proceeds, our claim shall become due immediately.
7. The Buyer shall notify us immediately of any seizure or other encroachment by third parties. The purchaser shall bear all costs which have to be incurred in order to cancel the seizure or to return the reserved goods, insofar as they are not reimbursed by third parties.
8. If the buyer defaults on payment or does not honor a bill of exchange when due, we shall be entitled to take back the reserved goods and, if necessary, to enter the buyer's premises for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this contract or under other contracts with the Buyer is jeopardized by the Buyer's lack of ability to pay. Repossession shall not constitute withdrawal from the contract. Regulations of the Insolvency Code shall remain unaffected.
9. If the invoice value of the existing securities exceeds the secured claims including ancillary claims (interest; costs or similar) by more than 50 (fifty)% in total, we shall be obliged to release securities of our choice to this extent at the Buyer's request.

VII. Grades, dimensions and weights

1. Deviations in grades, dimensions and weights are permissible in accordance with current practice. References to specifications of qualities, dimensions, weights and usability shall not be deemed to be assurances or warranties.
2. The weighing carried out by us shall be authoritative for the weights. Proof of weight shall be provided by presentation of the weighing slip. Quantities, bundle numbers etc. stated in the dispatch note are non-binding for goods calculated by weight.

VIII. Acceptance

1. If acceptance has been agreed, it can only take place in the supplying plant or our warehouse immediately after notification of readiness for acceptance. The personal acceptance costs shall be borne by the Buyer, the material acceptance costs shall be charged to him in accordance with our price list or the price list of the supplying plant.
2. If the acceptance is not carried out, not carried out in time or not carried out completely through no fault of our own, we shall be entitled to dispatch the goods without acceptance or to store them at the expense and risk of the Buyer and to charge him for them.

IX. Dispatch, transfer of risk, packaging, partial delivery

1. We shall determine the route and means of dispatch as well as the forwarding agent and carrier.
2. Goods reported ready for dispatch in accordance with the contract must be called off immediately, otherwise we shall be entitled, after issuing a reminder, to dispatch them at our discretion at the expense and risk of the Buyer or to store them at our discretion and to invoice them immediately. The statutory provisions on default of acceptance shall remain unaffected.
3. If, through no fault of our own, transport by the intended route or to the intended place in the intended time becomes impossible or substantially more difficult, we shall be entitled to deliver by another route or to another place; the additional costs incurred shall be borne by the Buyer. The buyer will be given the opportunity to comment beforehand.
4. The risk, including the risk of seizure of the goods, shall pass to the Buyer for all transactions, including carriage paid and free domicile deliveries, when the goods are handed over to a forwarding agent or carrier, but no later than when the goods leave the warehouse or the delivery plant. We shall provide insurance only upon instruction and at the expense of the buyer. The duty and costs of unloading shall be borne by the buyer.
5. The goods are delivered unpacked and not protected against moisture. We provide packaging, protective and/or transport aids according to our experience at the expense of the buyer. They will not be taken back by us.
6. We are entitled to make partial deliveries to a reasonable extent. Customary excess and short deliveries of the concluded quantity are permissible. The indication of a "circa" quantity entitles us to over/under-delivery and corresponding invoicing of up to 10%.
7. We are entitled to obtain the receipt of the delivery from the recipient in electronic form. 
   Empfangs beim Empfänger in elektronischer Form einzuholen. 

X. Call-off orders, continuous deliveries

1. In the case of contracts with continuous delivery, call-off orders and grade classification for approximately equal monthly quantities shall be placed with us; otherwise, we shall be entitled to make the determinations ourselves at our reasonable discretion.
2. If the individual call-offs exceed the contractual quantity in total, we shall be entitled, but not obliged, to deliver the excess quantity. We may charge for the excess quantity at the prices valid at the time of the call or delivery.
3. In the case of call orders, goods notified as ready for dispatch must be called off immediately, otherwise we shall be entitled, after issuing a reminder, to dispatch them at our discretion at the expense and risk of the purchaser or to store them at our discretion and to invoice them immediately.

XI. Liability for material defects

1. The goods are in conformity with the contract if they do not deviate or deviate only insignificantly from the agreed specification at the time of transfer of risk; conformity with the contract and freedom from defects of our goods shall be measured exclusively in accordance with the express agreements on the quality and quantity of the goods ordered. Liability for a specific purpose or a specific suitability shall only be assumed insofar as this has been expressly agreed; otherwise, the risk of suitability and use shall be borne exclusively by the purchaser. We shall not be liable for deterioration or destruction or improper handling of the goods after the transfer of risk.
2. Contents of the agreed specification and any expressly agreed purpose of use shall not constitute a guarantee; the assumption of a guarantee shall require a written agreement.
3. The buyer must inspect received goods immediately upon receipt. Claims for defects shall only exist if defects are notified in writing without delay no later than seven (7) days after delivery of the goods. Hidden defects must be notified in writing immediately after their discovery, but no later than before the expiry of the agreed or statutory limitation period.
4. In the event of a material defect, we may at our discretion - taking into account the interests of the Buyer - provide subsequent performance either by replacement delivery or by repair. If the material defect is not substantial, the purchaser shall only be entitled to the right of reduction. If the subsequent performance by us is not successfully carried out within a reasonable period of time, the purchaser may set us a reasonable deadline for subsequent performance, after the fruitless expiry of which he may either reduce the purchase price or withdraw from the contract. There shall be no further claims. Section XII. remains unaffected.
5. In the event of a defect of title, we shall be entitled to subsequent performance by remedying the defect of title within two (2) weeks of receipt of the goods. In all other respects, No. 4 (2) shall apply mutatis mutandis.
6. If it is only possible with disproportionate costs, we can refuse the subsequent performance. As a rule, disproportionate costs shall be deemed to exist if the direct costs of subsequent performance, including the expenses required for this purpose, exceed 150 (one hundred and fifty)% of the final invoice price (excluding value added tax) of the goods concerned. Excluded are costs in connection with the installation and removal of the defective item, as well as costs incurred by the Buyer for the self-remedy of a defect, without the legal requirements for this being met. We shall not bear any expenses arising from the fact that the goods sold have been taken to a place other than the agreed place of performance, unless this is in accordance with their contractual use.
7. After performance of an agreed acceptance of the goods by the buyer, the notification of defects that can be detected during the agreed type of acceptance is excluded.
8. In the event of complaints, the Buyer shall immediately give us the opportunity to inspect the goods complained about; upon request, the goods complained about or a sample thereof shall be made available to us at our expense. In the event of unjustified complaints, we reserve the right to charge the purchaser for freight and handling costs as well as the cost of inspection.
9. In the case of goods sold as declassed material, e.g. so-called IIa goods, the purchaser shall not be entitled to any claims for defects with regard to the stated reasons for declassification and such defects as he would normally have to expect.
10. Recourse claims of the buyer against us according to § 478 BGB (German Civil Code) are limited to the legal extent of third party claims for defects asserted against the buyer and presuppose that the buyer has complied with his obligation to give notice of defects according to § 377 HGB (German Commercial Code) which is incumbent on him in relation to us. 
    

XII. General limitation of liability and statute of limitations

1. Unless otherwise stipulated in these terms and conditions, we shall only be liable for damages due to breach of contractual and non-contractual obligations, in particular impossibility, default, culpa in contrahendo and tort, in the event of intent or gross negligence on the part of our legal representatives or vicarious agents and in the event of culpable breach of material contractual obligations. In the event of culpable breach of essential contractual obligations, we shall be liable - except in cases of intent or gross negligence on the part of our legal representatives and vicarious agents - only for the foreseeable damage typical of the contract. In all other respects, our liability is excluded - insofar as this is legally possible - including for damage caused by defects and consequential damage.
2. These limitations shall not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and health and also not if and insofar as we fraudulently conceal defects in the item or have guaranteed their absence. The rules on the burden of proof shall remain unaffected.
3. Unless otherwise agreed, claims for defects and contractual claims which the Buyer incurs against us on account of and in connection with the delivery of the goods shall become statute-barred one (1) year after delivery of the goods, unless they involve compensation for physical injury or damage to health or typical, foreseeable damage or are based on intent or gross negligence on the part of the Seller. This shall be without prejudice to the statutory limitation periods for goods which have been used for a building in accordance with their customary use and have caused the defectiveness thereof. Sentence 1 shall also not apply in cases of gross negligence, intent, injury to life, body or health and in the event of fraudulent concealment of a defect. Rectification and replacement delivery shall not cause the limitation period to start anew. 
   

XIII. Proof of Export, Value Added Tax

1. If a buyer who is domiciled outside the Federal Republic of Germany (foreign buyer) or his agent collects goods or transports or ships them abroad, the buyer shall provide us with the export certificate required for tax purposes. If this proof is not provided, the Buyer shall pay the sales tax applicable to the exported delivery within the Federal Republic of Germany on the invoiced amount.
2. In the case of deliveries from the Federal Republic of Germany to other EU member states, the Buyer shall notify us prior to delivery of his VAT identification number under which he is subject to purchase taxation within the EU. Otherwise, he shall pay the VAT amount legally owed by us for our deliveries in addition to the agreed purchase price. For each tax-exempt intra-Community delivery from the Federal Republic of Germany to another EU member state, the purchaser of the goods is obliged, in accordance with §§ 17a and 17c of the VAT Implementation Ordinance, to provide us with proof of the actual arrival of the goods (confirmation of arrival). The proof shall be provided on a form provided by us. If this proof is not provided, the Buyer shall pay the VAT rate applicable to deliveries within the Federal Republic of Germany in relation to the previous (net) invoice amount.

XIV. Place of Performance, Jurisdiction and Applicable Law, Miscellaneous

1. The place of performance for our deliveries shall be the supplying plant in the case of delivery ex works, and our warehouse in the case of all other deliveries. The place of performance for the Buyer's payment obligation and the place of jurisdiction for both parties to the contract shall be the registered office of our company. We are also entitled to sue the buyer at his general place of jurisdiction.
2. The substantive 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 of 11 April 1980" (CISG).
3. Should any provision of these General Terms and Conditions of Sale be or become invalid, this shall not affect the validity of the remaining provisions.