Terms and Conditions of Sales and Deliveries

1. Area of validity

1.1 The following Terms and Conditions of Sales and Deliveries apply to all sales, deliveries and other services including the advisory services of Wiesheu GmbH (hereinafter referred to as user).

1.2. The customer’s General Terms and Conditions only apply if the user expressly acknowledged the same in writing. The user’s Terms and Conditions also apply if he does not expressly object to the customer’s diverging conditions or if he executes deliveries or services without reservation.

2. Offers

2.1 To the written confirmation of the order the user’s offers are not binding and without obligation, unless expressly stated otherwise in the offer. After the user’s offer the Agreement is only concluded subject to the user’s written confirmation. The changes of binding descriptions of deliveries and services are also taking effect only subject to the user’s written confirmation. The contractual partner is bound to his contractual offer for 10 days. Even after the confirmation of the order the user reserves the right to divergences from the offer, which shall be insignificant, which shall not affect the contractual purpose and which shall be for technical reasons.

2.2 Price details only apply in the event of full order commissions and executions. In the event of colour illustrations changes may be possible.

2.3 The contractual partner guarantees that without the user’s prior written consent the offer submitted to him shall not be made available to third parties in full or in parts, not even in any edited version. The plans and documents handed over remain the property of the user. The user reserves the property
rights, copyrights, trademark rights and any other commercial protective rights of work pieces, models, illustrations, documents and other tools. These may only be made available to third parties or within the scope of the customer’s personal business activity used or reproduced personally or via third parties with the user’s prior written consent.

2.4 Technical details, including details about weight and dimensions as well as any other details stated in the sales brochures are only significant approximately, unless the usability for the contractually intended purpose requires the exact concordance. These details do not represent any guarantee assurances; in particular, they do not represent guarantees regarding the state or lifecycle of the object.

2.5 Assurances, subsidiary agreements, changes and additions regarding the user’s deliveries and services require the user’s written confirmation to take effect.

3. The customer’s duties to cooperate

3.1 The customer must make available to the user all documents and information required for the execution of the order correctly, in full and timely. If the customer does not provide the required details, the user will put his request in writing and will stipulate an adequate period of grace. After the expiry of this period of grace the user is entitled to withdraw from the Agreement. Any performances already provided by the user must be paid for.

3.2 If the deliveries are made according to sketches, samples or other details provided by the customer and if thus any patent, brand, trademark or other protective rights of third parties are breached the customer must release the user from all claims of such third parties.

3.3 If the user is obliged to carry out works on the customer’s premises, the customer must ensure that the user’s employees are granted access during the usual business hours and that all conditions for the execution of the works in the customer’s business area are met. The user will notify the customer timely
of the schedule. If the customer does not meet such a deadline, the customer must bear the additional costs, which the user incurs. The duty to cooperate is the customer’s main obligation.

4. Execution of the Agreement

4.1 The user is entitled to partial deliveries and services, as long as these are complete parts of the object of the Agreement that are utilisable for the customer.

4.2 Any periods and schedules for deliveries and services as held in prospect by the user are approximate, unless fixed periods or schedules have been agreed expressly in writing. Delivery times and periods are met if the good has left the factory/warehouse or if the readiness for dispatch has been reported by the end of the delivery period.

4.3 Any delivery times agreed or held in prospect are subject to the user’s correct and timely supply on the part of his suppliers. If at the time of the written order confirmation the user has ordered goods or materials from a supplier and if the delivery or the processing for the customer is from this order the user may withdraw from the Agreement, if his delivery is not made or not correct. This right to withdraw does not apply if the user is culpable regarding the choice of the supplier.

4.4 Subsequent customer requirements relating to changes of or additions to the services or deliveries result in an adequate extension of the delivery time. This previous sentence also applies in the event of unforeseeable circumstances outside the user’s sphere of influence, such as e.g. force majeure, bans on
exports and imports, strikes and lockouts. This also applies if such circumstances arise for the user’s suppliers. The user will notify the customer immediately of the occurrence of such a delay. If due to the mentioned circumstances the delivery or service becomes permanently impossible or unreasonable, the user shall be released from his duty to deliver under the proviso that he has notified the customer immediately thereof. As far as the acceptance of the delivery or service can no longer reasonably be expected of the customer due to the delay, he may withdraw from the Agreement subject to an immediate written declaration to the user.

4.5 If the agreed service cannot be supplied at the agreed date due to circumstances, which the customer is responsible for, the risk shall pass to the customer from the date, on which he received the notification regarding the readiness for delivery. The customer shall bear any storage costs.

4.6 If an agreed service may not be supplied at the agreed date due to circumstances, which are not mentioned in Cl. 4.4 and which the user is responsible for, the customer may only withdraw from the Agreement subject to the fruitless stipulation of a period of grace amounting to three weeks in connection
with a notification of the refusal.

4.7 The loading and dispatching are freight forward, uninsured and at the customer’s risk ex factory from the user’s premises. The user’s obligation to deliver is suspended as long as the customer is in default with one of his obligations from the business relationship. The periods of delivery are calculated from the conclusion of the Agreement. Any Euro pallets as customary in the trade are provided as a loan and must be returned impeccably and carriage paid within 3 months after their receipt. If they are not returned the Euro pallets are calculated at a minimum of € 0.50 per kilogramme tare. Packaging materials, such as paper, polypropylene stripes (PP) etc. are not calculated for semi-finished products. For tableware the cartonages and pro rata rental fees are calculated for the Collico® containers. The user points out that according to the legal provisions he is obliged to take back the transport packaging, that, however, he is not obliged to bear the costs connected with the return transport.

4.8 The user is entitled to carry out deliveries and services against complete advance payments or sureties,
if the customer is a new customer, if the delivery abroad was agreed or if he becomes aware of
circumstances, which seem to lessen significantly the customer’s creditworthiness. If the advance
payments or sureties are not provided subject to the stipulation of an adequate period of grace, the user
is entitled to withdraw from the Agreement.

4.9 If by virtue of individual agreements between the parties the goods shall be inspected according to
particular conditions, the acceptance shall take place on the user’s premises. All connected costs are at
the user’s expenses. This excludes the customer’s personal costs for travel and accommodation.

4.10 If in individual cases the acceptance shall be subject to the Contract for Services, the object of delivery is
considered as accepted once the delivery has been completed, the customer has been asked to accept
the good with the express reference to this Acceptance Provision and 12 working days have expired
since the delivery.

5. Pricing and payment conditions

5.1 Unless otherwise stated in the offer, the prices and the payment for the user’s services and any possibly
incurring subsidiary charges are net prices ex factory exclusive of freight, customs, fees and packaging.
International deliveries are ex factory (EXW according to Incoterms 2000), unless agreed otherwise. Any
samples ordered are fully payable, unless expressly agreed otherwise. The prices of the day of the
conclusion of the Agreement apply. The user expressly reserves the right to increase prices due to
constructional changes, which result in technical improvements.

5.2 If a delivery time of 4 months or more from the day of the conclusion of the Agreement has been agreed the user reserves the right to increase his prices due to the increase of his own purchase prices and/or increases of labour costs and production costs. In the event of such an increase the user will itemise the price-increasing factors in the invoice.

5.3 Within the scope of continuing obligation Cl. 5.2 does not apply.

5.4 Unless agreed otherwise, the user’s invoices are payable net without early payment discounts or any other deductions immediately after invoicing.

5.5 The acceptance of cheques or bills of exchange is only in lieu of payment. The user is entitled to invoice the customer for all collection charges incurred. The relevant invoice is payable immediately. The user is not obliged to accept cheques or bills of exchange.

5.6 The customer’s payments are initially offset against any dunning costs and interests incurred and then against the oldest debts. The user is entitled to demand advance payments or sureties or to invoice the customer immediately for all claims from the business relationship if a significant deterioration of the customer’s creditworthiness arises or if the customer is in default of payment. This does not apply to the default of payment regarding an insignificant claim in relation to the order volume of the relevant customer.

5.7 In the event of the customer’s default of payment the user may charge interest amounting to 8 % point above the respective base rate. The assertion of any actually higher damages caused by delay is reserved.

5.8 The customer may only offset with a counter-claim or assert a right of retention if the counter-claim is undisputed or has been legally acknowledged.

6. Warranty in the event of defects

6.1 If the supplied objects are defective, which nullifies or diminishes their value regarding the usual use orthe use as intended according to the Agreement and the cause of which was present at the time of thepassing of the risk, the warranty claims for foreign products must initially be asserted against themanufacturer. In the event of foreign products warranty claims may only be asserted against the useronce the manufacturer refuses the warranty, delays the latter unreasonably or if the manufacturer is notable to provide the warranty service. For own products the customer may initially only demandsupplementary performance. At the user’s discretion a replacement delivery may be made instead of thesupplementary performance. If the supplementary performance or replacement delivery fails at leasttwice the customer may demand a reduction of the price (reduction) or withdraw from the Agreement athis discretion. The customer shall not incur any costs due to the supplementary performance orreplacement delivery. If the customer submits an unjustified notice of defects, he must pay back to theuser the costs, which incur due to the user having to verify his warranty obligations.

6.2 The warranty is forfeited if the principal changes or has third parties change the object of delivery withoutthe seller’s consent and thus the removal of the defects is impossible or aggravated unreasonably. Atany rate the principal must bear the additional costs for the removal of the defects incurred due to thechanges made.

6.3 The user’s warranty period amounts to 1 year ex delivery plant.

6.4 Warranty claims are subject to the statute of limitations in twelve months from the passing of the risk,unless longer periods are legally prescribed. The user is liable for replacement deliveries andsupplementary performances to the expiry of the statute of limitations as applicable for the original objectof delivery. Negotiations regarding the existence or scope of the warranty claims doe not result in thesuspension of the statute of limitations.

6.5 The user must be notified of any defects immediately, at the latest, however, within 8 days after thereceipt of the goods. In the event of hidden defects the customer must report the same within 3 daysafter their discovery. The report of unapparent defects is excluded 1 year after delivery. If the notificationis not timely, the customer may no longer assert any warranty rights regarding the defect reported.

7. Retention of title

7.1 The user’s deliveries are subject to the retention of title. The passage of title shall be completed with the fulfilment of the user’s payment claims from the delivery.

7.2 The delivered goods remain the user’s property to the full payment of all claims from the businessrelationship with the customer. This also applies if the user has included individual or all invoices in acurrent invoice and the balance has been acknowledged. In the relation to this customer the demand tohand over does not represent a withdrawal from the Agreement.

7.3 Before the passage of title the pledge or assignment of the delivered objects as security is prohibited.Any resale is only permitted within the scope of an orderly business transaction. For the event of a resalethe customer herewith already assigns to the user the purchase price claim against the acquireramounting to the purchase price with the user. The user accepts this assignment. The customer isentitled to collect the claim for the user’s account until his payments to the user are revoked ordiscontinued. If the objects subject to retention of title are resold with goods or objects, which are theproperty of third parties, the claim against the buyer amounting to the purchase price as agreed betweenthe user and the customer is considered assigned. If any objects subject to the retention of title arepledged the customer must notify the user immediately thereof and he also must inform the Pawneeimmediately of the retention of title.

7.4 The retention of title also extends to the products created by processing, mixing or combining the user’sgoods. The treatment or processing of goods is always for the user, on his order, however withoutobliging him. If in the event of processing, mixing or combining with goods of third parties the propertyrights of the latter remain the user acquires the joint property right in the ratio of the invoice value of thegoods subject to retention of title to the invoice value of the remaining processed goods at the time ofprocessing. If the user’s goods are combined with other objects, which in the ratio to the user’s goodsare the main objects, the customer herewith assigns to the user the joint property right for the newlycreated object, as far as he is the owner. The property rights developed according to this Clause areconsidered as goods subject to retention of title in the sense of these Terms and Conditions of Sales andDeliveries.

7.5 If the customer is in default with a payment in parts or in full, if he discontinues his payment or if anyother justified doubts arise regarding his liquidity or creditworthiness, he is thus no longer entitled todispose of the objects, not even within the scope of orderly business transactions. The user is entitled todemand the details of the recipient of the goods, to notify the same of the assignment of the claim to theuser and to collect personally the customer’s claims against the recipient of the goods.

8. Liability

8.1 Subject to the following regulations the principal’s claims for damages or reimbursement of expenses forwhichever legal reason are excluded; this applies in particular to claims for damages resulting fromculpability during contractual negotiations, initiation processes for a contract or similar business contacts,for other breaches of obligations or for tort claims for reimbursement of property damages according to §823 BGB (Civil Code) and of the principal’s expenses instead of the claim for compensation for damagesinstead of performances.

8.2 The liability limitations according to the above Clause 8.1 do not apply

a) if the cause of the damages is due to intention or gross negligence on the part of the user or hisrepresentatives or vicarious agents, whereby in the event of gross negligence the compensation fordamages shall be limited to the foreseeable damage as is typical for Agreements of this kind,

b) for culpable breaches of significant contractual obligations, the fulfilment of which make possible theorderly execution of the Agreement and the fulfilment of which the customer may rely on, whereby in thisevent, too, the compensation for damages shall be limited to the foreseeable damage as is typical forAgreements of this kind,

c) in the event of mandatory liability according to the Product Liability Act as well as for damages frominjuries to life, body and health,

d) if the defect as to quality has been concealed maliciously or if as an exception a guarantee regarding thestate or lifecycle of the object (§ 443 BGB, Civil Code) has been put in writing.

8.3 The entitlement to claims for damages, which the principal incurs on the occasion of or in connectionwith the delivery of the goods, is subject to the statute of limitations in twelve months from knowledge orgrossly negligent ignorance of the damage and the person of the liable party and in five years from theiroccurrence without consideration regarding knowledge or grossly negligent ignorance. In the cases asstated in Clause 8.2 the legal statutes of limitations apply.

9. Miscellaneous

9.1 The contractual partner may only assign to third parties any rights and duties resulting from thisAgreement subject to the user’s prior written consent.

9.2 At the end of its use, the customer must dispose of the object of delivery at his expense and inaccordance with any legal provisions. To this end, the customer herewith releases the user from anylegal obligations to take back the objects and from any relevant claims of third parties. The disposal ofused devices over container at public collecting points is not permitted.

9.3 The entitlement to release as in the above Clause 9.2 is not subject to the statute of limitations beforethe expiry of 12 months after the final termination of the use of the object. The statute of limitations shallcommence with the receipt of a written notification sent to the user regarding the termination of the useof the object. In the event of the object of delivery being passed on to commercial third parties, thecustomer is obliged to subject this third party to dispose of the objects orderly after the termination of theuse, to bear the connected costs and in the event of the repeated handover to subject the third party toan obligation to pass on this obligation. Any breaches result in the customer’s obligation to take back anddispose of the object and to bear the related costs regarding the relevant object of delivery.

9.4 Changes of or additions to contractual relationships, which are based on these Terms and Conditionsrequire an instrument in written. This also applies to the change or waiver of this Clause relating to thewritten form.

9.5 The Law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for theInternational Sale of Goods (CISG) applies.

9.6 Stuttgart is agreed as the place of jurisdiction for a ll disputes from or in connection with this Agreement.However, the user may also assert his claims at the contractual partner’s legal place of jurisdiction. Theexclusive places of jurisdiction shall remain unaffected thereby. Affalterbach is agreed as the place offulfilment for claims from this Agreement.

9.7 The respective Agreement concluded according to these conditions shall remain binding in its remainingparts in the event of the legal invalidity of individual sections. The contractual parties must replace anyineffective provisions with effective provisions, which achieve or nearly achieve the intended purpose.These previous sentences also apply in the event of gaps in the Agreement.As per: August: 2010