§ 1 General –field of applicability

(1) These Standard Terms and Conditions shall apply exclusively to all present and future business relationships. These Standard Terms and Conditions shall only be applicable as towards merchants and businesses in accordance with Section 14 of the German Civil Code. The quotations of WFP GmbH (hereinafter referred to as "WFP") shall not be binding unless otherwise prescribed in the offer confirmation or if we have expressly declared otherwise in writing. The contract shall be concluded by the order by the purchaser (offer) and the acceptance by WFP. In the event of any deviation between the order issued by the purchaser and the acceptance issued by WFP, said acceptance shall be deemed to be a new non-binding offer made by WFP.

(2) By virtue of its business relationship with WFP, the purchaser shall not be deemed to have acquired any title, license, utilisation, trademark or other rights to the company names and trademarks of WFP. The purchaser shall not use any sign or trademark of WFP without the written permission of WFP. Following the granting of such permission, WFP shall be entitled at any time to revoke the right of the purchaser to use such signs or trademarks without being obligated to pay any compensation to the purchaser.

(3) The purchaser shall not be entitled to set off or retain any amount from amounts due to WFP except where such set off or retainer concerns the same contract and the claims by the purchaser have been accepted by WFP or an enforceable judgement has been granted in respect of such claims.

(4) WFP shall be entitled to store the data of the purchaser in the context of its business relations in accordance with the provisions of the German Data Protection Act.

(5) Deviations from these Standard Terms and Conditions shall not apply unless expressly accepted in writing by WFP.

§ 2 Performance

(1) The technical informations/datas mentioned in the relevant technical data sheets shall represent the sole properties of the goods to be supplied by WFP agreed between WFP and the purchaser. WFP shall not be deemed to have given any guarantees except as otherwise agreed in individual contracts. In the event of a sale by sample, the sample shall only be deemed to constitute a fair representation of the goods sold and shall not give rise to any guarantee as to the properties or durability of such goods. Any identified use of the goods supplied under the European Regulation of Chemicals, REACH, shall not represent any agreement concerning the properties of the goods or a presupposed use of the goods under the contract.

§ 3 Prices

(1) Our prices shall apply ex works (INCOTERMS 2010) unless otherwise is provided in the order confirmation, exclusive of packaging. The freight costs will be charged additionally.

(2) All our prices are in EURO and, provided that the buyer is entrepreneur as defined in §14 Section 1 of the German Civil Code (BGB), shall be exclusive of the tax sales (value added tax).

§ Shipping

(1) Unless otherwise agreed between WFP and the purchaser in writing, goods shall be delivered ex works (EXW, Incoterms 2010). In this case, the risk of the goods supplied under the contract shall be transferred to the purchaser when such goods are made available for collection ex-works and the purchaser receives notification that said goods are ready for collection. In any other case, the risk of damaging of the goods supplied under the contract shall be transferred to the purchaser upon the handing over of such goods to the forwarder.

§ 5 Terms of payment

(1) All invoices shall be payable within 30 days of date of issue without any deduction or within 10 days with a cash discount of 2% or payment in advance.

(2) In the event that WFP becomes aware, following the conclusion of a contract, of any circumstances giving rise to doubt as to the creditworthiness of the purchaser, WFP shall be entitled, in deviation from the agreed payment terms to require the purchaser to make prepayment or provide security and to require immediate payment of all amounts owed to WFP by the purchaser.

(3) In case of payment delay by the purchaser, WFP is entitled to charge default interest of 8% p. a. above the respective base rate of interest of the European Central Bank from the day of delay.

§ 6 Delivery time, delivery delay

(1) In the event that agreed delivery times are exceeded for reasons for which WFP is responsible, and WFP fails to deliver the goods concerned within a reasonable grace period set by the purchaser, the purchaser shall be entitled to rescind the contract by notice given in writing. WFP shall not be deemed to be in default until said grace period has expired.

(2) Delivery delays because of force majeure and other unforeseeable circumstances beyond the reasonable control of WFP, such as business disruptions caused by fire, water, delivery failures of WFP's suppliers, shortages of energy or raw materials, strike, lockout, traffic disturbances or acts of authorities, shall not be considered as a delay in performance. An agreed delivery deadline shall be extended by the duration of the hindrance.

(3) If the agreed delivery time is exceeded by more than one month, both of the parties shall be entitled to rescind the contract by notice given in writing, subject to the conditions stated in Section 8 herein below. In any such case, neither of the parties shall be entitled to claim damages from the other party.

§ 7 Rights of the purchaser in the event of defects

(1) The purchaser shall notify WFP in writing of any evident material defects, false deliveries and quantity deviations promptly but no later than three days after the receipt of the goods concerned. The purchaser shall notify WFP in writing of any latent defects in the goods within eight days after the detection thereof. In the event of defects in goods supplied by WFP, WFP shall only be obligated to repair such defective goods or to supply goods which are free from defects, at the option of the purchaser (subsequent performance). In the event that WFP is not prepared or in a position to effect subsequent performance, the purchaser shall, at the purchaser's option, be entitled to rescind the contract or to require a reduction in the purchase price under the contract.

(2) WFP shall not be liable for impossibility of or delay in the performance of delivery obligations if such impossibility or delay is the result of proper compliance, caused by the purchaser, with public obligations in connection with the European Regulation on Chemicals, REACH.

§ 8 Rights and obligations of WFP

(1) WFP shall not be held liable for loss or damage or expenses incurred in vain except where such loss, damage or expenses are caused by WFP or a vicarious agent of WFP either by negligent breach of a material provision of the contract or by grossly negligent or willful breach of obligations. In the case of negligent breach by WFP of a material provision of the contract, WFP shall be liable only for such loss or damage as is typically caused by said breach and shall not be liable for loss of profit or for indirect or consequential loss or damage except where such loss or damage is caused by willful act or gross negligence. The limitation of liability provided for herein shall not apply where otherwise required by mandatory provisions of the Product Liability Act or in the event of claims in connection with death, personal injury or damage to health.

§ 9 Forfeiture of claims

(1) Any claims of the purchaser in connection with defects in goods supplied by WFP or services performed by WFP other than in accordance with the obligations of WFP including claims for damages or for the reimbursement of expenses incurred in vain shall be forfeited unless made within two years of the commencement of the statutory forfeiture period unless otherwise provided for herein below.

(2) In the case of goods supplied by WFP which have been used in a building in accordance with their normal use and have caused defects in such building, any claims made by the purchaser shall be forfeited unless made within five years of the commencement of the statutory forfeiture period. Provided however that a four year forfeiture period shall apply in the event that the purchaser uses goods supplied by WFP for the performance of contracts of which Part B of the German Standard Terms of construction contracts in its entirety has been made an integral part or such goods are used solely for repairs to buildings.

(3) In the event that WFP performs a service or provides information for which separate remuneration has not been agreed other than in accordance with its contractual obligations and such service or information is not connected with the supply of goods, and such advice or information provided by WFP other than in accordance with the contractual obligations of WFP does not constitute a defect in accordance with section 434 of the German Civil Code, any claims made by the purchaser against WFP in connection with such advice or information shall be forfeited unless made within one year from the commencement of the statutory forfeiture period. Except as provided for herein, Sections 9 (1) and 9 (2) hereinabove shall apply in any such case. These provisions shall also apply in the event that consultancy contracts are concluded between WFP and the purchaser other than in connection with the supply of goods. These Standard Terms and conditions shall apply to mutatis mutandis to all such contracts. WFP shall provide advice and information concerning the suitability and use of its goods and services to the best of its knowledge but any such advice and information shall be non-binding and shall not relieve the purchaser from its obligation to perform its own tests. The purchaser shall be solely responsible for compliance with statutory and authority requirements in the use of goods supplied and the application of the services performed by WFP.

(4) The provisions of sections (1) to (3) hereinabove shall not apply to the forfeiture of claims in connection with death, personal injury and damage to health, claims under the Product Liability Act or claims in connection with defects in title in any goods supplied by WFP as a result of any right in rem held by a third party. The provisions of sections 9 (1) to 9 (3) herein above shall also not apply in the event that defects in goods supplied by WFP are willfully concealed by WFP or WFP fails to perform any obligation by willful act or omission or gross negligence.

§ 10 Retention of title

(1) Any goods supplied by WFP shall remain the property of WFP until full payment for such goods has been received by WFP and the purchaser has settled any prior claims of WFP (goods subject to retention of title). The purchaser shall be entitled to sell or process goods subject to retention of title in the normal course of its business. The purchaser shall not pledge or transfer by way of security any goods subject to retention of title. The Purchaser hereby assigns to WFP, which hereby accepts such assignment, any claims from resale to third parties, processing or any other legal grounds (insurance, tort etc.) in connection with goods subject to retention of title. In the event that the value of good subject to retention of title exceeds the amount owed by the purchaser to WFP by more than 20%, WFP shall release title to goods in the amount corresponding to such exceeding amount. The purchaser shall be entitled to collect such claims for such time as the purchaser properly performs its contractual obligations to WFP. In the event of recourse by third parties to goods subject to retention of title, the purchaser shall promptly notify WFP and shall inform said third parties that title to said goods is retained by WFP. In the case of any breach of the contract by the purchaser, including without limitation delay in payment, WFP shall be entitled to take back goods subject to retention of title at the expense of the purchaser.

§ 11 Return of goods

(1) The purchaser shall not return to WFP any products purchased from WFP without the prior permission of WFP. All return deliveries shall be made carriage paid. The purchaser shall not be entitled to set the value of products returned to WFP off from amounts owed to WFP. When issuing credit notes for goods returned to WFP, WFP shall be entitled to deduct any expenses incurred for laboratory tests, repackaging and inward carriage. In addition, handling fees shall be charged in the amount of € 50.

§ 12 Consumption

(1) As the working conditions at construction sites and the applications of WFP products are very diverse, WFP can only provide general guidelines for processing. The consumption figures stated in the processing instructions or technical data sheets of WFP are average values based on experience. The purchaser shall not be entitled to make any claims against WFP in respect of actual consumption above or below the consumption figures stated in the processing instructions or technical data sheets of WFP.

§ 13 Force majeure

(1) In the event that the availability of goods at the plant from which WFP procures goods is reduced by circumstances or events beyond the reasonable control of WFP (including without limitation natural catastrophes, war, industrial disputes, shortages of raw materials and energy, disruptions to traffic and business, fire and explosion damage, acts of authorities), such that WFP is unable to perform its obligations under the contract (giving due consideration to other internal or external delivery obligations of WFP), WFP shall be released from its contractual obligations for the duration of such circumstances and their consequences and shall not be obligated to purchase the goods required from third parties. This shall also apply in the event of such circumstances or events affecting the suppliers of WFP and in the event that it becomes permanently not commercially viable to perform the contract as a result of such circumstances and events. Should such circumstances continue for longer than three months, WFP shall be entitled to rescind the contract.

§ 14 Place of performance, venue for disputes, applicable law

(1) The place of performance of the contract and the venue for any disputes arising between WFP and merchants or public bodies shall be headquarter of WFP, provided however that WFP shall also be entitled to bring any proceedings against the purchaser at its statutory venue for disputes. The legal relationship between WFP and the purchaser shall be governed by and construed and interpreted in accordance with the law of Germany with the exception of the provisions on the international sale of goods (CSIG - "UN Sales Law") and the German provisions on conflict of laws.