General Terms and Conditions of CPH Adhesives GmbH

§ 1 Scope / General

1.1 Our Terms and Conditions of Sale shall apply exclusively; we do not recognize any terms and conditions of the ordering party that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

1.2 All agreements made between us and the customer for the execution of the contract concluded by our order confirmation or otherwise are set out in writing in these Terms and Conditions of Sale and in the order confirmation.

1.3 Our Terms and Conditions of Sale shall only apply to entrepreneurs, legal entities under public law and/or a special fund under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Our offer is directed exclusively to entrepreneurs.

1.4 Our Terms and Conditions of Sale shall apply in the version valid at the time of the Buyer's order or in any case in the version last communicated to him in text form for all future transactions with the Buyer.

§ 2 Offer, prices and terms of payment

2.1 An order is to be qualified as an offer in accordance with § 145 BGB, unless otherwise stated in the order. We can accept this within 2 weeks.

2.2 Unless otherwise stated in the order confirmation, our prices are "FCA", including packaging. We reserve the right to change our prices appropriately if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or changes in raw material prices.

2.3 The statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the date of invoicing.

2.4 Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. Payments are to be made in euros without deduction and free of charges and costs to the bank designated by us. Timeliness of payment shall be determined by the unconditional crediting of the bank account. The statutory regulations shall apply with regard to the consequences arising from default in payment.

2.5 The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is only authorized to exercise a right of retention to the extent that his counterclaim is due and is based on the same contractual relationship.

§ 3 Delivery, place of performance & transfer of risk

3.1 The delivery time is based exclusively on the information in the order confirmation, unless otherwise contractually agreed.

3.2 The start of the delivery period stated by us presupposes that all technical questions have been clarified.

3.3 Unless otherwise agreed, our delivery dates and delivery periods are non-binding.

3.4 Compliance with our delivery obligation also presupposes the timely and proper fulfillment of the customer's obligation. The defense of non-performance of the contract remains reserved. 3.5 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. 3.6 Insofar as the requirements of Section

3.5 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time at which the customer is in default of acceptance or debtor's delay.

3.7 Unless otherwise stated in the order confirmation, the place of performance shall be our registered office.

4 Liability

4.1 Claims for defects by the customer presuppose that the customer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Notices of defects must be submitted before the goods are sent for regular processing, insofar as this is possible. A sample of the goods complained about must be sent to us with each notice of defects.

4.2 The customer may not refuse to accept deliveries due to insignificant defects.

4.3 If there is a defect in the purchased item, we shall be entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. Our right to refuse subsequent performance in accordance with the statutory provisions remains unaffected.

4.4 Unless otherwise agreed, we are obliged to make the delivery free of industrial property rights and copyrights of third parties only in the country of the place of delivery. Any liability on our part for any infringement of industrial property rights through the processing of our products (e.g. process patents) is explicitly excluded.

4.5 We shall be liable for damages resulting from a grossly negligent breach of duty on our part.

4.6 If we breach a material contractual obligation only through slight negligence, our liability shall be limited to the foreseeable damage typical for the contract. An essential contractual obligation shall be deemed to exist in the case of obligations whose fulfillment is essential for the proper execution of the contract or on whose compliance the customer has relied and was entitled to rely.

4.7 Any further liability is excluded.

4.8. This shall not affect liability for intent, liability for damage resulting from injury to life, body or health and mandatory liability under the Product Liability Act.

4.9 We shall also be liable for obligations similar to legal transactions (§311 BGB), but only within the scope of this paragraph from the time the customer becomes aware of our General Terms and Conditions.

4.10. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

4.11. In cases of force majeure or events unforeseeable at the time of conclusion of the contract, which cannot be averted by the diligence of a prudent businessman, which make the manufacture or delivery of the goods considerably more difficult or impossible, we shall not be liable and shall be entitled to extend the delivery period by the period of the hindrance. If the customer cannot reasonably be expected to accept the goods as a result of the delay, he may immediately declare his withdrawal from the contract. If the hindrance is not only of a temporary nature, we are also entitled to withdraw from the contract. Partial withdrawal is also possible. Cases of force majeure and unforeseeable events include strikes, terrorism, natural disasters, breakdown of plant or machinery through no fault of our own, restriction and shortage of raw materials and supplies, late delivery by suppliers, unforeseeable operational and delivery disruptions at our suppliers, fire and war.

4.12. The limitation period for claims for defects is 12 months, calculated from delivery of the purchased item. Excluded from this are claims from clauses 4.5 and 4.8. 4.13. In the event of an unjustified notice of defects, cph is entitled to charge the customer a lump sum of € 150 for the laboratory and administrative expenses incurred. The client is permitted to prove that less damage or no damage at all has been incurred. The lump sum is then reduced accordingly. In any case, cph is entitled to provide evidence of higher damages.

§ 5 Retention of title

5.1 We retain ownership of the purchased item until receipt of all payments from the business relationship with the customer. In the event of breach of contract by the customer, in particular in the event of culpable default of payment, we shall be entitled to take back the purchased item within the framework of the statutory provisions. If we take back the object of sale, this shall also constitute a withdrawal from the contract, just as the customer shall be liable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), provided that the action was successful and we have previously unsuccessfully enforced the claim against the defendant.

5.2. The customer is obliged to treat the purchased item with care, in particular he is obliged to insure it sufficiently at his own expense against fire, water and theft damage at replacement value.

5.3 In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us if the action was successful and we have previously unsuccessfully enforced the claim against the defendant.

5.4. The customer is entitled to resell the purchased goods in the ordinary course of business, however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties as well as those claims of the customer from the reserved goods which arise for any other legal reason against his customers or third parties (in particular claims arising from tort and claims for insurance benefits). We accept the assignment. However, the customer may not pledge the reserved goods or assign them by way of security. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of bankruptcy, composition or insolvency proceedings has been filed and payments have not been suspended. In this case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

5.5 The processing or transformation of the object of sale by the customer is always carried out for us. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed items at the time of processing.

5.6 If the object of sale is inseparably combined or mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount including VAT) to the other combined or mixed objects at the time of combination or mixing. If the combination or mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis.

5.7 The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the combination of the purchased item with a property.

5.8. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be incumbent on us. Seizure of the object of sale by us

§ 6 Technical application information

6.1 Our technical application advice, instructions for use, etc. are based on practical and scientific experience. However, they are non-binding and do not release the customer from the obligation to convince himself of the suitability of the goods for the intended purposes and processes by carrying out test applications under everyday conditions. Specifications regarding our products are average values and we base them on laboratory tests carried out and the practical experience of our customers. Only the contractually agreed specifications at the time of delivery, but not other information, shall be deemed to be an agreement on quality within the meaning of current BGH case law.

6.2 Even if we provide the customer with technical application support, the customer shall bear the risk of the success of his work. 6.3 The descriptions and specifications contained in the brochures or other materials are for general information purposes only and are not part of the contract.

§ 7 Rights & confidentiality

7.1 We reserve the right of ownership and copyright to all documents provided by us (in particular product data sheets). This applies in particular to such written documents that are designated as "confidential". The customer requires our express written consent before passing them on to third parties. They must be returned if the contract is not concluded. All intellectual property rights to the goods, their manufacture, development or creation (including improvements thereto) are and remain our property.

7.2 Confidential information is business secrets and is subject to confidentiality. This also includes price information.

7.3 The customer undertakes to obtain our consent before citing the business relationship with us as a reference.

7.4 Chemical analyses of the products and any form of reverse engineering are excluded. In the event of resale, the Buyer shall ensure that the Buyer's customers are also subject to any form of reverse engineering and pass this obligation on to their customers.

§ 8 Place of jurisdiction

8.1 If the Buyer is a merchant, a legal entity under public law or a special fund under public law, our registered office shall be the place of jurisdiction; however, we shall also be entitled to sue the Buyer at the place of performance of the delivery obligation or at its registered office.

8.2 The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.