Christian Lühmann GmbH & Co. KG, Lange Straße 100-106 • D-27318 Hoya

General Business Terms and Conditions
- status 01.12.2009 -

1. Scope of application - definitions
1.1. Our General Business Terms and Conditions apply to all current and future business transactions with our contractual partners. Business terms and conditions of the contractual partners that contradict our business terms and condition shall not apply, unless we have expressly agreed that such terms and conditions are applicable.
1.2. For the purpose of our General Business Terms and Conditions, contractual partners are legal persons pursuant to article 14 BGB, thus including natural and legal persons and registered business partnerships acting in a commercial capacity, agents or sole traders when entering into a contract with us.

2. Conclusion of contract
2.1. All offers made by us in brochures advertisements or electronic publications, including price offers, are non-binding and constitute an invitation to submit a binding offer to us.
2.2. Orders shall only be deemed accepted by our written confirmation or by performance. An invoice issued by us constitutes a written confirmation of the order. Changes and additions to an order and verbal agreements are only valid if confirmed by us in writing.
2.3 The properties specified in our order confirmation are binding for the ordered goods and services. Other specifications made available by us in connection with a contract, such as performance descriptions and product specifications, are not binding, unless they are specifically referred to as binding in our written order confirmation.

3. Prices
3.1. All prices are quoted ex warehouse, unless agreed otherwise in writing. Shipping costs from our warehouse shall be invoiced separately and are payable by the contractual partner, unless these costs exceed what would be considered reasonable with regard to the value of the ordered goods.
3.2. We reserve the right to amend our prices for deliveries and services that are to be performed more than four months after the conclusion of the contract. Such price changes shall reflect cost reductions and increases, and in particular reductions and increases in the prices for raw materials, in labour, material and transportation costs and in statutory charges, duties and taxes. On request, we shall provide the contractual partner with the necessary evidence. If the amended price exceeds the price agreed upon conclusion of the contract by more than 10%, the contractual partner shall be entitled to withdraw from the contract, provided notification is received by us within 14 days from the date of the price change notification, and not later than 48 hours prior to the delivery of the goods or performance of the service.

4. Delivery terms
4.1. Delivery terms and dates that have been agreed verbally shall only be binding if confirmed by us in writing.
4.2. We shall be entitled to make partial deliveries, provided that such deliveries are reasonably acceptable to the contractual partner.
4.3. We shall be entitled to terminate the contract if we are unable to make a delivery or provide a service by the agreed date, despite having agreed a congruent hedging transaction with our supplier or suppliers, and provided that we are not responsible for the delay. In such a case, we shall immediately notify our contractual partner of the non-availability of the goods or service and terminate the contract with immediate effect.
4.4. If the delay of the delivery or service is due to force majeure, war, civil unrest, strikes, lock-outs and other unforeseeable events, we shall be entitled to reschedule the delivery or performance of service accordingly.
4.5. In the event of a delay in performance, and in accordance with the law, we shall only be liable in cases where our staff, agents or representatives have acted intentionally or with gross negligence. In all other cases, our liability for compensation for delayed performance shall be limited to 5 % of the value of the goods affected by the delay payable in lieu of goods. Any other claims of the contractual party shall be rejected, even when made after the agreed delivery term has lapsed.

5. Dispatch and transfer of risk
5.1. The risk of loss or damage of the goods is transferred to the contractual parties upon handing over the consignment to the person responsible for the transportation, or upon dispatch of the goods for shipping from our warehouse, unless delivery free of charge to the premises of the contractual partner has been agreed. At the request of the contractual partner, we shall be entitled to insure the goods in his name and at his cost.
5.2. If shipping is delayed at the request of the contractual partner, the risk shall be transferred to him upon notification of readiness for delivery.

6. Co-operation obligations of the contractual partner prior to, during and after delivery
6.1. The contractual partner is obliged
6.1.1. to grant our staff or agent unrestricted access to his storage facilities and his tank equipment and to ensure safe delivery and unloading;
6.1.2. to keep his storage facilities in good working order and to regularly inspect them for visible damage, to have them monitored by qualified staff or a specialist firm for proper functioning and safety and to ensure the safety of the equipment on site by continuous maintenance;
6.1.3. to keep the limit monitors at his tank facilities and equipment in proper working order;
6.1.4. to inform us prior to a filling process of any known faults or malfunctions at his facilities or equipment, and to inform us of the product previously stored in the tank and any residual volumes still contained in the tank. This applies in particular to residual tank contents that are not typical or unusual for the storage facility and that might result in the formation of gases or pose an explosion risk.
6.2. The contractual partner undertakes to refrain from using lubricants as fuels for heating systems, vehicles or machinery or for the production of such fuels. The contractual partner also undertakes not to use heating oil for the fuelling of motor vehicles.
6.3. In the event of a breach of contract on the part of the contractual partner, he shall compensate us for any damage arising to us from such breach and to indemnify us against any claims for compensation by third parties.

7. Containers
7.1. Unless agreed otherwise, our goods are supplied in non-returnable containers. Upon delivery, these containers become the property of the contractual partner, unless we are obliged by law to accept returned empties. If the parties have agreed on delivery in returnable containers, the contractual party is obliged to return these without delay when they have become empty or latest at the agreed return date. If the contractual party fails to return the containers within the agreed period, we shall be entitled to demand payment of compensation.
7.2. All containers returned to us based on the agreement with the contractual party or based on a legal obligation of acceptance of returns, must be fully emptied by the contractual party. For liquid and power fillings, they must be drip-dry and not trickling. For paste products, they must be cleaned with a spatula. All returned containers must be free of foreign substances. For return shipping, the containers must be free of damage and sealed. We shall be entitled to set a date or period for the return of containers in agreement with the contractual partner.
7.3. The content specification in litres on our retail containers is based on a product temperature of 15°C. It is calculated on the basis of the density of the respective product. Content specifications in kilograms correspond to net filling weights.

8. Obligations and rights of the contractual partner in the event of non-conforming deliveries
8.1. The contractual partner is obliged to examine all delivered goods without delay for defects and to notify us immediately upon detection of a defect or non-conforming product.
8.2. If the supplied goods do not conform to the agreed specifications or are not suitable for the purpose specified in the contract or are otherwise deficient of a property that could be reasonably assumed by the contractual party due to public statements made on our part, we shall replace the non-conforming products. Repeat replacement deliveries shall be permissible.
8.3 If the issue is not resolved with a second replacement delivery, the contractual party shall be entitled to reduce the purchase price by a reasonable amount or to withdraw from the contract. The period of limitation is 1 year from the date of delivery.

9. Limitation of liability
9.1. Compensation for damage shall not be made, irrespective of the type of breach of duty, including unauthorised or illegal actions, unless the damage is caused by intent or by gross negligence.
9.2. In the event of breach of essential contractual duties by our legal representatives or agents, we shall be liable for damage caused by gross negligence, whereby the compensation is limited to the foreseeable loss. Claims for compensation of loss of earnings, expenses, claims made by third parties and other indirect or consequential damage shall be rejected, unless an essential quality feature guaranteed by us has the express purpose of protecting the contractual partner from such damages.
9.3. The limitations of liability in clauses 4.5, 9.1 and 9.2 shall not apply to claims which have arisen on account of deceitful conduct by us, to liability for essential quality features, claims under the product liability law or claims for compensation of damages arising from serious or fatal injury.
9.4. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, representatives and agents.

10. Retention of title
10.1. Until all our present and future receivables ensuing from the contract of sale have been paid in full, we retain title to the sold goods.
10.2 The contractual partner shall be entitled to process and to sell reserved goods in the course of his normal business activities, provided that he is not in default. Pledging and assignment as security of the goods under retention of title shall be inadmissible. Receivables to which the contractual partner shall become entitled as a result of the resale or for any other legal reason (for instance insurance claim, permitted trade) with respect to the goods subject to retention of title are hereby assigned by the contractual partner to us. We irrevocably entitle the contractual partner to collect all receivables transferred to us in his name for our account. This authorisation can only be revoked, if the contractual partner fails to meet his payment obligation.
In this case, we shall be entitled to demand full settlement within a reasonable period, informing the contractual partner that we shall collect the receivables directly from his customers, if payment is not made in full by the set date. In this case, we shall be entitled to inform the customer of the contractual partner of the transfer of ownership of the goods and to collect the receivables directly from that customer. At our request, the contractual partner shall be obliged to submit us a detailed account of all outstanding receivables, including the names and addresses of the buyers, the date of invoice, etc., to provide us with any information that might be required to collect the receivables and to entitle us to verify this information.
10.3. If the goods subject to retention of title are processed, combined, or mixed inseparably with goods not owned by us, we acquire joint ownership of the new commodity in proportion to the invoice value for the goods subject to retention of title to the invoice value for the other commodity used at the time of the processing or mixing.
10.4. The buyer of the goods subject to retention of title herewith shall transfer to us all receivables payable from his contractual partners, including VAT and other claims. This shall apply in all cases, irrespective of whether the goods are sold pure, or mixed with other goods. In addition, the contractual partner shall also transfer to us all claims for tax relief in relation to the goods subject to retention.
10.5. To protect our rights in a case where the contractual partner, as a result of another legal transaction, loses ownership of the goods subject to retention of title, he shall herewith transfer to us all receivables from this transaction to the invoiced amount (including VAT) for the deliveries to his customers.
10.6. In the event of third parties taking possession of the goods subject to retention of title, the contractual partner shall be obliged to indicate our retention of title and to inform us without delay so that we can enforce our rights in the goods.
10.7. In the event of a breach of contract on the part of the contractual party, in particular in the event of delay of payment, we reserve the right to withdraw from the contract and to demand the return of the goods subject to retention of title.

11. Payment terms
11.1. Unless agreed otherwise, payment is due in full upon receipt of the invoice.
11.2. Our delivery staff is authorised to collect payments to the amount of the respective invoice.
11.3. We reserve the right to refuse acceptance of cheques and bills of exchange. Cheques and bills of exchange are accepted in lieu of payment, pending full payment of the debt. All charges in connection with cheques, bills of exchange and discounts are payable by the contractual partner.
11.4. We shall be entitled to set off any payments for outstanding receivables from other business transactions with the contractual partner, irrespective of contrary instructions by the contractual partner. If costs and/or interest charges have arisen to us from outstanding payments, we shall be entitled to set off any payments first against the costs, then the interest charged and subsequently to the actual invoiced amount. In the event that a payment made to us is set off against a debt other than the one stipulated by the contractual partner, we shall inform the partner of the set-off.
11.5. The customer is only entitled to set off, if the counterclaim is undisputed or declared legally binding. The contractual partner shall however also be entitled to a deduction based on counterclaims from the same business transaction.

12. Applicable law - place of performance - jurisdiction - data
12.1. German law applies to the exclusion of the UN purchasing law.
12.2. If the contractual partner is a registered trader, our registered office is the place of performance.
12.3. Any disputes arising from business transactions with registered traders shall be settled according to our request before a competent court at our domicile or at the domicile of the contractual partner. If the contractual partner does not have a place of general jurisdiction in Germany or in another EU member state or if the contractual partner transfers his residence or his customary place of abode outside Germany after conclusion of the contract or if his residence or customary place of abode is not known at the time of the institution of legal proceedings, exclusive jurisdiction for any disputes arising from this contract will be at our domicile.
12.4. The data of the contractual partner shall be stored, processed and used by us for the processing of orders and customer care purposes.