General Terms and Conditions

of the companies Sauerländer Spanplatten GmbH & Co KG and Spanplattenwerk Gotha GmbH

1. all offers are subject to change. These are invitations to tender. Orders, including those placed by telephone, fax or in writing, shall only become effective upon receipt of our written order confirmation. Verbal collateral agreements, in particular promises made by our representatives or employees in the factory, are only effective if they are reproduced in writing in the order confirmation.

2 The orders are always based on our General Terms and Conditions, which are an integral part of the contract. Any conflicting terms and conditions are hereby rejected.

3. in the case of successive delivery contracts and call-off contracts, our respective valid customer list price at the time of delivery shall apply. Unless otherwise agreed, the invoicing currency is the euro, even for deliveries abroad. Unless expressly agreed otherwise, all prices are free recipient. Loaned pallets remain our property and will be taken back by us.

4 Unless expressly agreed otherwise, delivery shall be free to the customer. Delivery periods stated in the order confirmation are to be understood as approximate delivery periods. Reasonable delays in delivery do not entitle the purchaser to withdraw from the contract or to demand compensation. The buyer must accept early deliveries to a reasonable extent. They do not entitle him to refuse acceptance. We reserve the right to make partial deliveries to a reasonable extent. They entitle the customer to partial invoicing. In the event of force majeure, operational disruptions, strikes, lockouts, unrest, material difficulties of any kind for which we are not responsible, official orders and comparable circumstances, we shall be released from the obligation to deliver for as long as the reason for the hindrance exists. Claims for damages are excluded.

5 Insofar as a fixed delivery date has been agreed and confirmed, the entire purchase price shall become due immediately in all cases of default of acceptance or acceptance, without prejudice to any agreed payment deadlines. Subject to all other rights, we are authorized to claim compensation from the buyer for all damages incurred, including storage charges, etc.

6. payments must be made in accordance with the agreements made in the order confirmation; Bills of exchange, acceptances and checks are accepted subject to discounting possibilities and only as security. We reserve the right to return the papers at any time. All costs, including discount, shall be borne by the buyer. In the event that a bill of exchange or check is protested, all outstanding invoice amounts from deliveries made shall become due immediately, regardless of their due date. The same applies if insolvency proceedings are applied for against the buyer’s assets. In all of the above cases, sales and freight reimbursements shall cease to apply. If, after conclusion of the contract and before delivery, it becomes apparent that the payment claim is jeopardized by the buyer’s inability to pay, we shall be entitled to demand sufficient security or to withdraw from the contract. Claims of any kind by the buyer are excluded in this case; After the due date and reminder, without a reminder after 30 days, the statutory default interest of 8 percentage points above the prime rate shall be payable.

7. ownership of the delivered goods remains reserved. It shall be transferred to the buyer when he has repaid all his liabilities from the business relationship, including any current account balance, bills of exchange and check liabilities. The goods subject to retention of title must be stored separately from the other goods and, on request, labeled and insured against fire. The buyer is entitled to resell the delivery items in our ownership (reserved goods) in the ordinary course of business. However, he hereby assigns to us all claims arising from this resale, irrespective of whether the reserved goods are resold before or after processing or whether or not they are combined with real estate or movable property. If the goods subject to retention of title are resold after processing or together with goods that do not belong to us, or if they are combined with real estate or movable property, the buyer’s claim against his customer shall be deemed assigned to us in the amount of the delivery price agreed between the buyer and us for the goods subject to retention of title. The buyer is authorized to collect this claim even after assignment. Our authorization to collect the claim ourselves remains unaffected by this, but we undertake not to do so as long as the customer duly meets his payment obligations. If the buyer makes use of his right to collect, we shall be entitled to the collected proceeds in the amount of the delivery price agreed between us and the buyer for the reserved goods. Processing or alteration of the goods subject to retention of title shall be carried out for us as the seller in accordance with § 950 BGB without any obligation on our part. If the reserved goods are processed by the purchaser with other items, we shall acquire co-ownership of the new items in the ratio of the market value of our goods to the value of the other processed items at the time of processing. The buyer shall store the new item for us free of charge with the care customary in the trade. We undertake to release the securities to which we are entitled on request to the extent that their realizable value exceeds the claims to be secured by more than 20%. In the event of default of payment, initiation of insolvency proceedings or other endangerment of fulfillment within the meaning of § 321 BGB, the seller may withdraw the buyer’s right of disposal over the goods and demand their return without the buyer being entitled to a right of retention. The buyer shall bear the costs of taking back the goods. The seller is entitled to sell the repossessed goods subject to retention of title by auction or on the open market and to offset the proceeds against his claims. In the event of withdrawal from the contract, the buyer must reimburse the costs and any reduction in value of the goods. The rights under Section 48 of the Insolvency Code remain unaffected. The goods may be pledged or assigned as security or the claim assigned to the seller may be assigned again. The buyer must inform the seller immediately of any access by third parties to the reserved goods or to the assigned claims and reimburse the costs of any action for intervention.

8. the buyer’s duty to inspect the goods upon receipt is governed by § 377 HGB. The complaint must be made immediately, at the latest one week after receipt of the goods. The obligation to inspect also applies before the goods are processed. Irrespective of any defects, the goods must be accepted and stored properly. Non-obvious defects must be reported immediately after their discovery. Any notice of defects must be made in writing, stating precisely the individual defects alleged. We must be given the opportunity to inspect the rejected goods. If a defect is proven, the seller shall, at his discretion, either rectify the defect or make a subsequent delivery against return of the rejected goods. If the repair or replacement delivery fails, the buyer has the right to reduce the purchase price or withdraw from the contract. For damages resulting from omitted or faulty execution which have not occurred on the delivery item itself, we shall only be liable for whatever legal reasons

• with intent
• in the event of gross negligence on the part of our executive bodies and senior executives
• in the event of culpable injury to life, limb and health
• for defects which we have fraudulently concealed or the absence of which we have guaranteed
• in the event of defects in the delivery item, insofar as the Product Liability Act provides for personal
• or property damage to privately used objects is liable

In the event of culpable breach of material contractual obligations, we shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, but in the latter case limited to reasonably foreseeable damage typical of the contract. Further claims for damages are excluded.

9. the place of jurisdiction is Arnsberg.

10 German law shall apply exclusively.

11. if transport or freight insurance is taken out at the buyer’s request, the costs for this shall be borne by the buyer;

12. Sofern eine oder mehrere Bestimmungen dieser Geschäftsbedingungen unwirksam sind, so wird die Wirksamkeit der übrigen Bestimmungen hierdurch nicht berührt.

13. our representatives are only authorized to collect payment upon presentation of a special power of attorney.

Timber deliveries must be agreed with us before loading. Complaints about this acceptance will only be considered if they are made immediately after receipt.
Payments shall be made within 14 days of receipt of the goods with a 2% discount or 30 days net.

Status: November 2008