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ROWE MINERALÖLWERK GMBH, Langgewann 101, 67547 Worms
General terms of delivery and payment (July 2019)

Section 1 General
(1) The general terms of delivery and payment (GTDP) hereinafter apply to all current and future deliveries,
services and other legal transactions by ROWE MINERALÖLWERK GMBH (hereinafter “Offeror”),
unless otherwise agreed in writing. (2) The GTDP apply in the version valid at the time of order placement
or at least in the version most recently provided in text form, and constitute a master agreement for
similar future contracts, without the need for the Offeror to refer to them in every individual case. The
Offeror’s GTDP apply exclusively. Terms and conditions of the Contracting Party (hereinafter “Contracting
Party”) which deviate, contradict or supplement these GTDP shall only form part of the contract to
the extent that the Offeror has expressly consented to their application. This requirement for consent
applies in all cases, for example even if the Offeror executes the delivery without reservation while being
aware of the Terms and Conditions of the Contracting Party. (3) Legally relevant declarations or notifications
to be submitted by the Contracting Party to the Offeror after conclusion of contract (such as
deadlines, notice of defects, declaration of cancelation or reduction) require written form, meaning
written or textual form (e.g. letter, email, facsimile) to be effective. Legal form requirements or additional
proof, especially in case of doubt regarding the legitimation of the declaring party, remain unaffected.
(4) References to the application of statutory provisions are only for clarification purposes. Even without
such clarification the statutory provisions therefore apply insofar as they are not directly amended or
explicitly excluded in these GTDP.

Section 2 Contract formation
(1) The contract only comes into effect with the written confirmation of the Offeror. Field representatives
are only entitled to conclude contracts and collect accounts with written authorisation. (2) Individual
agreements made with the Contracting Party in a particular case (including additional agreements,
amendments and supplements) with respect to orders placed, these terms and concluded contracts take
precedence over these GTDP in all cases. Subject to proof to the contrary, a written contract or a written
consent of the Offeror is decisive for the content of such agreements. (3) The submission of price lists,
circular letters or general offers are not binding offers for the Offeror within the meaning of Section 145
BGB (German Civil Code). (4) The Offeror’s offers are nonbinding and subject to change. (5) The Contracting
Party’s order of goods is deemed to be a binding offer of contract. Unless stated otherwise in
the order, the Offeror is entitled to accept this offer of contract within 4 weeks after its receipt thereof.
(6) Acceptance can be declared either in writing (e.g. confirmation of order) or by delivery of the goods
to the Contracting Party.

Section 3 Prices
(1) Provided that prices for the goods have not been agreed, the Offeror’s prices valid on the date of
dispatch are charged. Unless otherwise agreed, the prices indicated are net of value added tax and ex
works including standard packaging. All additional expenses such as costs for tax payments (e.g. mineral
oil tax, among others), freight, insurance, export, transit, import and other permits as well as certifications
shall be payable by the Contracting Party and are shown separately. (2) Unless otherwise agreed
in writing, confirmed prices are valid for 30 days in each case if the Contracting Party is a merchant
(“Kaufmann”) and 120 days in each case if the Contracting Party is not a merchant. (3) Prices are subject
to change without notice at any time, including prices in final or fixed-price agreements, if and as soon
as tax payments (e.g. mineral oil tax, among others), freights subject to collective agreements, raw
material prices and other costs change for the oil economy as a whole. (4) On expiry of the confirmed
period (item 2) new price agreements will be made. Until the new price agreements have been made,
the prices complying with the above stipulation (item 3) are valid. In individual cases the prices agreed
are subject to a contract value of at least €150.00 including VAT. If the contract value falls short of this
amount the Offeror reserves the right to charge a surcharge for small quantities of €10.00 plus VAT per
invoice, with cash on delivery for minimum quantities. (5) In case of deliveries and services within the
EU the Contracting Party must notify the Offeror (prior to the sale) of its respective VAT identification
number used for taxation within the EU. In case of non-electronic export declarations regarding deliveries
and services from the Federal Republic of Germany to non-EU countries which are not performed or
arranged by the Offeror, the Contracting Party has to provide the Offeror with the export certificate
required for tax purposes. Should this certificate not be submitted the value added tax charged on the
service within Germany (calculated on the basis of the invoice amount) must be paid in addition by the
Contracting Party.

Section 4 Termination for cause
Both parties are entitled to an extraordinary termination of the contract for cause. Good cause is in
particular the repeated violation of significant contractual obligations despite previous warning, delay in
payment, petition for the commencement of insolvency proceedings or the commencement of insolvency
proceedings against the other party or seizure of entitlements under this contract. Each party undertakes
to inform the other party about a filed insolvency petition without delay.

Section 5 Payment / delay in payment / set-off
(1) Purchase prices are due immediately. They are payable net cash without deduction. The periods for
payment granted or practiced by the Offeror may be revoked by the Offeror at any time with a reasonable
notice period and the Offeror is permitted anytime to only conduct delivery, complete or in part,
against prepayment. A respective caveat will be declared in the confirmation of an order at the latest.
(2) In case of non-compliance with the applicable modes of payment agreed between the parties, in case
of delay in payment or in case of a deterioration of the financial situation of the Contracting Party, the
Offeror is entitled to provide further (partial) services or deliveries only against prompt payment or, at
the Offeror’s discretion, against the provision of appropriate collateral. (3) In case of delay in payment
by the Contracting Party, the Offeror is entitled to make all other debts payable and charge default
interest in the amount of 9 percentage points above the base rate announced by the German Central
Bank at the time of the delay in the case of euro invoices, and, in the case of invoices in a different
currency, in the amount of 9 percentage points above the then valid discount rate of the central bank of
the country whose currency was invoiced. (4) The Offeror is entitled to assign its claims to third parties.
(5) The Contracting Party is only entitled to set-off rights and rights of retention if and to the extent that
its claims are established in law or undisputed. In the event of defects in the delivery the Contracting
Party’s rights, particularly pursuant to Section 8 of these GTPD, remain unaffected. (6) Only designees
with collecting power are entitled to collect invoice amounts on behalf of the Offeror. (7) The Contracting
Party shall bear all default costs, such as fees and expenses, that arise in connection with any legal action
that is successful against it outside Germany.

Section 6 Retention of title
(1) The goods delivered by the Offeror remain the Offeror’s property up to the complete payment of all
claims against the Contracting Party for whatever legal reason, including claims arising from bills of
exchange. This also applies if the purchase price for certain deliveries or services specified by the Contracting
Party is paid. With open accounts the reserved property serves as security for the Offeror’s
balance claims. (2) The goods that are subject to retention of title must be neither pledged to third
parties nor assigned by way of collateral until secured claims have been paid in full. The Contracting
Party must notify the Offeror in writing immediately if a petition to open insolvency proceedings is filed
or if third parties access the goods that belong to the Offeror (e.g. seizures). (3) Treatment/processing
of the goods subject to retention of title is effected for the Offeror as manufacturer within the meaning
of Section 950 German Civil Code, without the Offeror being under any obligation in this respect. Should
the goods delivered by the Offeror be mixed, combined or connected with other objects, the Contracting
Party here and now transfers its property rights and/or co-ownership rights to the new object or the
mixed or combined stock to the Offeror. (4) The Contracting Party undertakes to store the goods subject
to retention of title for the Offeror free of charge and with professional care and to label them accordingly.
(5) The Contracting Party is entitled to resell the goods subject to retention of title and the goods
resulting from their processing in the customary course of business under reservation of title, as long as
it is not in arrears. It here and now assigns the claim resulting from the disposal or from any other legal
basis – including any current account balance claim – as well as any and all ancillary rights to the Offeror
as security for the Offeror’s claim. Should the goods subject to retention of title be resold within the
scope of work deliveries, the assignment in advance is only valid in the amount of double the value of
the processed goods subject to retention of title. If the realisable value of the securities exceeds the
Offeror’s claims by more than 10%, it will, upon request by the Contracting Party, release securities at
its own discretion. (6) The Contracting Party is authorised to collect assigned claims as long as its payment
obligations towards the Offeror are met according to the contract. Should the Contracting Party
fail to meet these obligations, the amounts collected are due to the Offeror and have to be kept separately.

Section 7 Deliveries and quantity determination
(1) Delivery dates are only binding if explicit confirmation is given. The availability of delivery remains
reserved, in particular in case of force majeure and in case of impediments for which the Offeror is not
responsible. (2) Should agreed delivery dates not be met for reasons for which the Offeror is responsible,
the Contracting Party may rescind the contract or demand compensation after the fruitless expiry of a
grace period set by it in writing which must be at least 15 working days. Withdrawal from the contract
must be effected in writing. The Offeror shall only be in default after the expiry of the reasonable grace
period set of at least 15 working days. (3) In case of force majeure and in case of other unavoidable
events the Offeror may restrict or stop the delivery for the duration of the effects or withdraw from the
contract. Such events and force majeure are in particular industrial disputes, imperative repair work at
the manufacturer’s plant, operational problems, any measures taken by authorities, inadequate production
or delayed or restricted supply of raw and auxiliary materials, breakdown of electrical power, water
and, if applicable, gas supply, shortage of transport, traffic complications, war, riots and the like, as well
as any other unavoidable events. (4) The Offeror only owes goods originating from its own production.
The Offeror can also choose to deliver goods that it has purchased. (5) Should the Offeror’s own production
not be sufficient to supply all customers, the Offeror can choose to completely, or in individual
cases proportionally, split the deliveries in lieu of the rights resulting from the impossibility in consideration
of the particular circumstances. (6) Deliveries and services are ex works. The Offeror reserves the
right to choose the supplier and/or the warehouse. (7) The Offeror is not liable for timely shipping if the
shipping containers to be supplied by the Contracting Party on the basis of an agreement are not available
or if loading options or the provision of vehicles are impeded without culpability on the part of the
Offeror and these circumstances prevent timely shipping. (8) The risk of accidental loss or deterioration
of the goods is transferred to the Contracting Party upon delivery at the latest. In the case of a sale
involving the carriage of goods, the risk of accidental loss or deterioration of the goods, as well as the
risk of delay, is transferred as soon as the goods are delivered to the carrier, the forwarding agent or any
other person or establishment appointed to execute the shipment. If acceptance is agreed, this is decisive
for the transfer of risk. In all other respects statutory provisions on contracts for work and services apply
accordingly to the agreed acceptance. Default of acceptance is equivalent to delivery or acceptance. If
the Contracting Party is in default of acceptance, omits to carry out an act of cooperation or causes the
delivery to be delayed for other reasons for which the Contracting Party is liable, the Offeror is entitled
to demand compensation for the resulting damage including additional expenditure (e.g. storage costs).
For this it shall charge a flat amount of EUR 100 per calendar day, starting on the delivery date or, if there
is no delivery date, upon communication of the goods’ readiness for dispatch. (9) The Offeror determines
the quantity of the goods in accordance with its usual practice. This quantity is binding for the Contracting
Party and is taken as a basis for the price calculation. (10) The Contracting Party is liable towards the
Offeror for observing the customs or mineral oil regulations to be met by the Contracting party or its
purchasers and for the procurement of and compliance with the necessary approvals under public law.
Should approvals, in particular for deliveries subject to preferential customs and/or tax regulations, not
be granted or withdrawn, the Offeror is entitled to adjust the purchase price accordingly. (11) Should the
Offeror effect the delivery, the Offeror is entitled to choose the forwarding route and the mode of transport
unless agreed otherwise.

Section 8 Complaints and warranty
(1) The rights of the Contracting Party in cases of material defects or defects of title (including incorrect
and short deliveries) are in line with legal regulations, unless otherwise stipulated in the following. In all
cases special statutory regulations concerning the final delivery of goods to a consumer remain unaffected
(“Lieferantenregress”, “supplier regress” according to Sections 478, 479 German Civil Code).
Claims based on the aforementioned supplier regress are excluded if the defect goods have been processed
by the Contracting party or another entrepreneur. (2) Claims for defects on the part of the Contracting
Party require that it has met its statutory obligations to inspect the goods and give notice
according to Sections 377, 381 HGB (German Commercial Code); the inspection has in any case to be
conducted before the goods are used in vehicles or equipment owned by the Contracting party or its
customers. If a defect is found during inspection or after, the Offeror must be notified of this in writing
immediately. Notice is considered to be given “immediately” if it is given within 3 days, where timely
sending is sufficient to meet the deadline. Furthermore, the goods are expected to be in their original
packaging and not to have been sent on from the place of destination in the interim. Notwithstanding
the aforementioned obligations, the Contracting Party has to give written notice of apparent defects
(including incorrect and short deliveries) within two weeks after delivery, where timely sending is also
sufficient to meet the deadline. If the Contracting Party fails to properly inspect the deliveries and/or
give notice of defects, the Offeror’s liability for the unreported defect(s) is excluded. (3) In case of justified
complaints, the Offeror is at its discretion entitled to provide supplementary performance either
by delivery of a faultless item (subsequent delivery) or by rectification of the item (subsequent improvement).
The right to refuse supplementary performance according to legal requirements remains unaffected.
If at least two attempts at supplementary performance have failed or an appropriate grace
period set by the Contracting Party for supplementary performance has been exceeded or is not required
according to legal regulations, the Contracting Party can either demand a reduction in price or can
cancel the contract. If the defect is insignificant, there is no right to cancellation. If the Contracting
Party is a merchant, further claims against the Offeror, including non-warranty claims, are excluded. If
the Contracting Party is not a merchant and the Offeror makes use of its right of replacement delivery,
the Contracting Party has the right to demand a reduction in the price or – at the Contracting Party’s
discretion – the cancellation of the contract in case of the failure of the replacement delivery. The Contracting
Party’s entitlement to damages or reimbursement of wasted expenses in case of defects only
exists in accordance with Section 9 and is in all other respects excluded. (4) In the event of complaints
regarding properties and conditions a sample of at least 1 kg must be submitted immediately, while the
remaining stock, potentially also goods being used, must be safeguarded in the original container. The
Offeror must be granted the opportunity to take all measures required to review the complaint on the
premises. The expenses required for the purpose of the review and supplementary performance, particularly
transport costs, travel costs, labor costs and cost of materials (not: pumping costs or costs of
filling), are borne by the Offeror if a defect actually is present. Otherwise the Offeror is entitled to demand
reimbursement by the Contracting Party of the costs originating from the unjustified demand for remedy
of defects (particularly review costs and transport costs), unless the absence of defectiveness was
not discernible to the Contracting Party. (5) In cases of urgency the Contracting Party may remedy the
defect itself (cf. VI 2 VDMA terms of delivery). The Offeror must be immediately notified of such self-remedy
of defects, if possible beforehand. The right of self-remedy does not exist if the Offeror has the right
to refuse corresponding supplementary performance according to legal regulations. (6) The Contracting
Party shall provide for the safeguarding of any rights of recourse against the carrier.

Section 9 Liability
(1) The Offeror is liable – irrespective of any other claims of the Contracting Party resulting from the same
matter – for damages only in case of deliberate or grossly negligent conduct on the part of its bodies and
vicarious agents. Its bodies and vicarious agents are also only liable themselves for damages – irrespective
of other claims of the Contracting Party resulting from the same matter – in case of intent and gross
negligence. Sentence 1 and sentence 2 do not apply to damage resulting from the violation of duties that
make the enforcement of the contract possible and on the fulfilment of which the Contracting Party
therefore relies. (2) Compensation for indirect (e. g. loss of profit) and consequential damage is excluded
in particular, unless it results from intentional or grossly negligent conduct on the part of bodies or
vicarious agents. (3) If the Offeror is liable, the compensation for damages to be provided by the Offeror
is limited to typical damages foreseeable when concluding the contract. (4) The Offeror’s liability is
also limited to the value of the delivery. (5) The Offeror maintains a business liability insurance policy.
Even for gross negligence on the part of its bodies as well as intent and gross negligence on the part of
its vicarious agents, liability is limited to the insured sum. (6) The liability limitations in accordance with
the above paras 1-5 do not apply to injury to life, limb or health, or to claims in accordance with the
German Product Liability Act, or to claims arising from guarantees assumed by the Offeror or in cases
where the law prohibits such liability limitations.

Section 10 Packaging
(1) Returnable packaging materials that are provided free of charge for up to 90 days remain the property
of the Offeror. They may not be used for other purposes and are to be returned freight paid to the
Offeror’s warehouse in a completely emptied and undamaged condition, including fittings and spigots.
The Offeror reserves the right to charge a normal market rental fee for the packaging materials following
the expiry of 90 days. Lost packaging materials can be charged at the replacement price. Any use for
other purposes is prohibited. In case of damage the Contracting Party shall take the measures and
carry out the investigations required for the safeguarding of possible rights of recourse against the
carrier and the Offeror shall be informed without delay. The following additionally applies to road tank
trucks: The Contracting Party is obliged to properly empty road tank trucks immediately after arrival.
The Contracting Party is liable for costs and damages resulting from delayed emptying. (2) In case of
transportation and/or storage of the goods in means of transport and/or containers provided by the
Contracting Party, the same shall be made available at the delivery location in due time and in a clean
condition ready to be filled, free of freight and expenses. (3) Before delivery the Contracting Party shall
determine the capacity of the containers and specify the quantity to be filled. It is responsible for ensuring
that the condition of the means of transport and/or packaging materials as well as their measuring
instruments is technically perfect and in accordance with the law. The Offeror is not obliged to check the
same for suitability, cleanliness and the like. Damage caused due to the poor condition of the containers
and/or their measuring instruments because of inaccurate or incorrect information provided by the
Contracting Party or due to contamination and/or mixing shall not be reimbursed. (4) Measures taken by
the Offeror in such cases do not constitute acknowledgement of a replacement duty. The dispatch of the
containers and/or means of transport takes place at the risk of the Contracting Party, unless it can prove
that the damage is attributable to the Offeror’s fault.

Section 11 Patterns and quality specifications
Analytical data and references to other quality characteristics are based on the Offeror’s current stateof-
the-art knowledge and development to the best of the Offeror’s knowledge. Patterns and samples are
in accordance with the current average product turn-out unless certain characteristics have been guaranteed
for a certain period of time.

Section 12 Applicable law, place of fulfilment and jurisdiction
(1) Unless the GTDP lay down specific provisions the regulations of German law shall prevail. These
regulations do not take precedence over commercial practice or different customs. (2) The latest version
of Incoterms also applies to the Offeror’s foreign business transactions provided they do not contradict
the GTDP and any special agreements. (3) The place of fulfilment for deliveries within Germany is always
the place from which the delivery is effected. (4) If the Contracting Party is a merchant in accordance
with the German Commercial Code, the place of jurisdiction is Mannheim; however, the Offeror shall have
the right to file lawsuits against the Contracting Party before the courts competent for the place of fulfilment
or for the Contracting Party’s place of business. The same applies if the Contracting Party is an
entrepreneur in the sense of Section 14 German Civil Code. Preceding legal provisions, especially concerning
exclusive jurisdiction, remain unaffected.

Section 13 Contract language
Should the Contracting Party receive the GTDP not only in the language used for the conclusion of the
contract (contract language) but also in a different language, this is only to facilitate understanding. In
case of differences in interpretation the text prepared in the contract language shall be binding.

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