Standard terms for deliveries and services of ASK Chemicals GmbH, ASK Chemicals Metallurgy GmbH andASK Chemicals CoreTech GmbH (hereafter referred to as ASK)
1.
1.1

1.2
1.3
1.4
2,
2.1
2.2

3.
3.1
3.2
3.3

3.4
4.
4.1
4.2

4.3

4.4
4.5

4.6
4.7

4.8

5.
5.1

Scope of application, quotations, rights to ASK documents
ASK quotations, deliveries and services shall be subject to the following terms
exclusively. ASK hereby expressly rejects the standard terms of business of any
purchaser to the contrary unless ASK expressly issues its consent to theirapplication in writing. These ASK terms shall also apply if ASK executesdeliveries and services in awareness of the Purchaser's terms contrary to or
departing from these terms.
ASK's quotations shall be without obligation. A contract shall only be concluded
upon confirmation of the order or upon supply of services by ASK.
ASK reserves unrestricted title and exploitation rights to illustrations, drawings,
calculations, installation and application suggestions, product datasheets andother documents. These documents may only be made accessible to third parties
with ASK's prior written consent.
These terms shall only apply to companies as defined in § 310 I of the German
Civil Code.
PricesAll prices shall be ex-ASK's production facilities plus value added tax at thestatutory rate applicable at the time.
ASK shall be entitled to adjust agreed prices appropriately for orders with adelivery period exceeding two months if, following confirmation of order andbefore delivery, a change occurs to purchase prices or production costs for which
ASK is not responsible.
Terms of payment
Payments shall be due without deduction following delivery or provision of service
with presentation of the invoice.
The deduction of discounts shall require a separate written agreement.
Subject to a written agreement to the contrary, default shall occur
upon receipt of a reminder, no later than 30 days after the date of the invoice anddelivery or provision of service. ASK shall be entitled, notwithstanding otherrights, to retain all deliveries or services and to charge default interest at the rateof 8% above the basic rate of interest pursuant to § 247 I of the German Civil
Code.
Notwithstanding the aforesaid, ASK shall be entitled at any time and without
specifying reasons to subject a delivery or provision of a service to concurrent
payment.
The Purchaser shall only be entitled to offset counterclaims against ASK's claims
to payment if they have been recognized or determined with final legal effect.
Dates for delivery and provision of service, default of Acceptance
Dates for delivery and provision of service shall as a matter of principle be withoutobligation unless they have been specified in writing as binding. ASK shall beentitled to effect partial and/or premature delivery or service.
Compliance with dates for delivery and provision of service shall be subject tothe timely availability or fulfillment, as the case may be, of any necessary
authorizations, documents to be supplied by the
Purchaser, payments and confirmations to be made by the Purchaser and otherobligations an the part of the Purchaser. If such is not the case, the deadline shallbe prolonged appropriately. The defense of non-performance of contract shallremain reserved. ASK shall be entitled to withdraw from the contract if the export
and import papers necessary for the delivery to the Purchaser are not issued orif a subsupplier fails to deliver correctly or in time.
If the failure to comply with an agreed date for delivery or provision of service isdue to Force Majeure, industrial dispute, unforeseeable obstacles or othercircumstances for which ASK is not responsible, the date for delivery or provisionof service shall be postponed appropriately. If such an obstacle to performance
applies for more than three months, ASK and the Purchaser shall be entitled towithdraw from the contract.
If the date for delivery or provision of service is not specified in writing as binding,
ASK shall be in default following a written demand by the Purchaser, no earlier
than one month after the date in question.
In the event of a failure to comply with a date for delivery or provision of service
specified in writing as binding, or in the event of noncompliance with thePurchaser's demand pursuant to Section 4.4 for reasons other than thosespecified in Sections 4.2 and 4.3, the Purchaser shall be entitled to set a
reasonable grace period in writing of at least a further two weeks together with astatement that it shall withdraw from the contract following expiry of this period.
If this grace period expires without effect, the Purchaser can withdraw from thecontract with respect to the delivery or service in default provided that the delayin the delivery or service is ASK's responsibility. If ASK is only in default regarding
part of the delivery or service, the Purchaser can only withdraw from the entire
contract if the partial performance is of no interest to it. Other claims shall only
apply within the framework of Section 10 (Liability).
Upon demand by ASK the Purchaser shall be obliged to declare within areasonable period whether it shall withdraw from the contract an the grounds ofthe delay in the delivery or service and/or demand damages instead of delivery
or service pursuant to Section 4.7 or whether it still desires delivery or service.
As far as the delivery or service is impossible, the Purchaser shall be entitled toclaim damages unless ASK is not responsible for the impossibility. However, thePurchaser's claim to damages shall be restricted to 10% of the value of the partof the delivery or service that cannot be used adequately because of theimpossibility.
If the delivery or service is delayed for reasons caused by the Purchaser(acceptance default) or if it culpably infringes other obligations to assist, ASK
shall be entitled to claim compensation for any damages incurred, including any
additional expenditure. In the event of default of acceptance, the contract
products shall be stored at the Purchaser's risk and expense and the invoice shallbecome due for payment. Further claims shall remain reserved.
Transport and transfer of risk
Transport ex-production facility shall be at the Purchaser's risk and account, even

5.2

if ASK contracts the carrier. The same shall apply to any return shipments
notwithstanding the provisions of Section 8.9. ASK shall determine the carrier.
The risk shall transfer to the Purchaser upon delivery to the carrier at the latest.
Provided that the conditions of Section 4.8 are satisfied, the risk of accidental
loss or accidental deterioration of the contractual products shall transfer to thePurchaser at the time at which the latter is in default of acceptance or default of
the debtor.

6.

Excess or shortfall deliveries
Excess or shortfall deliveries of up to 10% of the confirmed quantity can occur asa result of product characteristics or packaging or transport conditions and are
therefore permissible.

7.
7.1

Reservation of title
Contractual goods delivered to the Purchaser shall remain ASK's property until
all receivables existing at the time of the delivery of the contract products andresulting from the business relationship with the Purchaser have been settled infull (goods subject to reservation of title).
The Purchaser shall be entitled to resell and to process the goods subject toreservation of title within the ordinary course of business provided that it does notenter into payment default with respect to ASK. The Purchaser shall not be
entitled to pledge such goods or transfer ownership thereof by way of security.
Receivables to which the Purchaser shall become entitled as a result of the resaleor for any other legal reason (for instance tort) with respect to the goods subject
to reservation of title are hereby assigned by the Purchaser to ASK to the amountof the invoice value of the goods in question. This shall also apply to the balanceof receivables resulting from an agreed open account. ASK authorizes thePurchaser to collect any receivables assigned to ASK in its own name an behalfof ASK. ASK shall be entitled to revoke the authorization to collect and to demand
disclosure of the receivables to which the Purchaser is entitled if the Purchaser
is in payment default, if individual compulsory enforcement proceedings are
pursued against the Purchaser, if a substantial deterioration of the financial
position occurs or if an application is filed for the commencement of insolvency
proceedings.
If third parties seize the goods subject to reservation of title, the Purchaser shallnotify such parties of ASK's title and inform ASK immediately. In the event of an
infringement of the obligation to notify, ASK shall be entitled to demand paymentof all receivables from the Purchaser immediately; if delivery has not yet takenplace, ASK can at its discretion deliver immediately and/or in return for concurrent
payment.
The Purchaser shall effect any processing or modification of the goods subject
to reservation of title for ASK. ASK shall acquire ownership to the amount of themarket value of the goods subject to reservation of title following modification orprocessing.
If the goods subject to reservation of title are combined with other objects, ASK
shall acquire joint ownership of the new object in the ratio that applies between
the value of the goods subject to reservation of title and the other objects at thetime of processing. If following processing a different object is to be regarded as
the main object, it shall be deemed to be agreed that the Purchaser, to the extent
that they own the new object, shall grant ASK joint ownership thereof in the ratio
applying between the value of the goods subject to reservation of title and thevalue of the new object.
Upon request by the Purchaser, ASK shall release collateral to the extent that its
value exceeds the total receivables to be secured by more than 20%.
In the event of infringements of obligations by the Purchaser, in particular in theevent of payment default, ASK shall be entitled to withdraw from the contract
and/or take back the goods subject to reservation of title. The Purchaser shall beobliged to surrender such goods; for the purpose of the collection of the goods
subject to reservation of title, ASK shall be entitled to access the Purchaser's
premises where the said goods are stored, and then store or arrange for the
storage of the goods subject to reservation of title for ASK.
The collection of the goods subject to reservation of title shall not require ASK's
withdrawal from the contract; withdrawal from the contract shall only occur if ASK
expressly declares such in writing.

7.2
7.3

7.4

7.5
7.6

7.7
7.8

7.9

8.
8.1
8.2

8.3

8.4

Material defects
The Purchaser's claims based an defects shall be subject to the Purchaser
having duly complied with its obligations to examine and lodge a complaint
pursuant to § 377 of the German Commercial Code.
If within the limitation period a contract product shows a material defect thatexisted at the time of the transfer of risk, ASK shall at its own discretion remedy
the material defect free of charge or exchange it at least for a fully reconditioned
replacement product of corresponding quality. In the event of a faulty service,
ASK shall remedy the service free of charge or provide it a second time.
A material defect shall be said to exist if the quality of the contract product or theservice does not correspond with the written agreement between ASK and thePurchaser; characteristics of the contract product that the Purchaser expects inthe light of ASK's public statements, in particular in its advertising, shall only be
included within the agreed quality if they are restated in the written agreement.
In the absence of a written agreement, a material defect shall only be in existence
if the contract product or the service does not correspond with ASK's productdatasheet.
The Purchaser shall not be entitled to claims for material defects: fordevelopment samples, prototypes and pre-series deliveries; in the event of justa minor departure from the agreed quality or the product datasheet; in the eventof just a minor impairment of usability; in the event of damage that occurs after
transfer of risk as a result of external influences such as fire, water, voltage
fluctuations or the like, incorrect installation, operation, use or maintenance, use
outside the field of application or ambient conditions expressly specified by ASK
or use in combination with other products not authorized by ASK, excessive strain
or normal wear and tear; for modifications incorrectly made by the Purchaser or
third parties to the contract products and the resulting consequences; if thePurchaser fails to complain to ASK about obvious defects within five working days
following delivery and concealed defects within five working days after discovery.
8.5 Claims for material defects shall expire 12 months after transfer of risk. If a
product is installed in a building in accordance with its usual manner of use andcauses the defectiveness of the building, the limitation period shall be five years.
The limitation period will not start over upon supplementary performance.
8.6 The suspension of the limitation period during negotiations between thecontracting partners concerning the existence of the Purchaser's rights an thebasis of an alleged defect shall be limited to the alleged defect. Negotiations withan inhibitory effect shall commence at the time when ASK receives a written
description of the alleged defect.
Negotiations with an inhibitory effect shall end at the time when ASK has effectedsupplementary performance, such action has been unsuccessful, a contracting
partner announces the abandonment of the negotiations in writing, and otherwise
three months after receipt by the other contracting partner of the last statement
by a contracting partner concerning the alleged defect.
8.7 The Purchaser shall always grant ASK the first opportunity to effect subsequent
performance within a reasonable deadline. A supplementary performance
effected by ASK shall be carried out without acknowledgement of any legal
obligation.
8.8 If the supplementary performance also fails within a reasonable grace period set
by the Purchaser, the Purchaser, notwithstanding any claims to damages
pursuant to Section 10, shall be entitled to withdraw from the contract or reduce
the remuneration.
8.9 The Purchaser's claims based on the expenditure necessary for the purpose of
supplementary performance, in particular transport, travel, labour and material
costs, shall be excluded if such expenditure increases because the contract
product has subsequently been transported to a place other than the place ofdelivery unless the transport corresponds with intended use as known at the timeof the conclusion of the contract.
8.10 If the examination of a defect notice reveals that there is no defect, ASK shallcharge the costs of the inspection and any repair at ASK's cost rates currently inforce; in such event, the costs for the sending of the contract product subject tocomplaint shall not be refunded and the return of the goods shall be at thePurchaser's expense and risk.

the damage. Irrespective of knowledge, claims for damages shall however, expire
no later than three years after the time of the damaging event. This shall not
apply to liability on the grounds of intent, maliciously concealed defects or injury
to life, body, health or liberty.
10.5 With the exception of liability pursuant to the Product Liability Act, for a defectafter assumption of a guarantee for the quality of the contractual product, in theevent of maliciously concealed defects and on the grounds of injury to life, bodyor health, the above limitation of liability shall apply to all claims for damages
irrespective of the legal basis, and in particular to claims based on theinfringement of obligations resulting from the contractual relationship and claims
based on tort.
10.6 The above limitation of liability shall also apply in the event of any claims fordamages on the part of the Purchaser against employees or agents of ASK.

9.
9.1

12.

-

-

9.2
9.3

9.4
9.5
9.6
9.7
9.8
9.9

Industrial property rights; legal defects
If a third party asserts justified claims against the Purchaser on the grounds ofan infringement of an industrial property right (such as patent, copyright ortrademark) in force in the country of the place of delivery where the contract
products are used in accordance with the contract, ASK shall be liable to thePurchaser within the period specified in Section 8.5 as follows:
ASK shall at its own expense and at its own discretion either acquire for the
Purchaser the right to continue to use the contract product or replace or modify
it as such that there is no longer any infringement. If this is not possible for ASK
under reasonable conditions, the Purchaser shall be entitled to the statutory rightto withdraw from the contract or reduce the price. The Purchaser shall not be
entitled to claim compensation for expenditure incurred in vain.
The obligation to pay damages shall be determined in accordance with Section
10.
ASK shall only be subject to the above obligations as far as the Purchaser
immediately notifies ASK in writing about the claims asserted by the third party
and refrains from acknowledging an infringement of the third party rights and if
ASK is reserved all defensive measures and settlement negotiations. If thePurchaser terminates the use of the contract product in order to minimize thedamage or for other sound cause, it shall be obliged to point out to the third party
that the termination of use does not constitute an acknowledgement of theinfringement of the industrial property rights.
The Purchaser shall not be entitled to any claims as far as the Purchaser is
responsible for the infringement of the industrial property rights.
Nor shall the Purchaser be entitled to any claims if the infringement is the resultof compliance with the Purchaser's product specifications nor if the infringement
results from the modification of contract products, the combination of contract
products with accessories or through the use of contractual products or parts
thereof in the performance of a process where the contract product does not itself
infringe the industrial property right.
In addition, the Purchaser shall not be entitled to any claims for infringementsthat result after the Purchaser has been warned or has acquired knowledge of a
possible infringement, unless ASK has consented in writing to further
infringements.
In the event of a claim being made against the Purchaser pursuant to Section
9.1, ASK shall be entitled to withdraw from the contract with respect to theoutstanding deliveries.
The sale of the contract products shall not involve the granting of a license to use
ASK industrial property rights that concern the combination of objects or objects
respectively processes in which the contract products are used or can be used.
The provisions of Section 8 shall apply mutatis mutandis in the event of otherlegal defects.
The Purchaser is not entitled to further or additional claims against ASK and its
vicarious agents on the basis of a legal defect other than those stipulated in thisSection 9.
Similarly, the Purchaser shall be liable to ASK if claims based on an alleged
infringement of industrial property rights are asserted against ASK on the basisof the fact that ASK has complied with the Purchaser's instructions or modified
the product for it.

10.
Liability
10.1 ASK shall only be liable for damage caused with slight negligence if such is due
to an infringement of an essential contractual obligation (cardinal obligation) in amanner that endangers the purpose of the contract.
10.2 In cases covered by Section 10.1, liability is restricted to the foreseeable damage
typical for such a contract.
10.3 If the damage is due to grossly negligent conduct by a vicarious agent or
employee of ASK who is not an ASK statutory representative or senior employee,
ASK's liability shall likewise be limited to the foreseeable damages typical forsuch a contract.
10.4 The Purchaser's claims for damages shall expire in accordance with Section 8.4
if they are due to material or legal defects, or otherwise no later than two years
from the time at which the claim arises and the Purchaser acquires knowledge of

11.
Consulting and support services
11.1 ASK, its employees and/or representatives can provide support free of charge inconnection with goods supplied, their installation, operation, use, ambientconditions etc ("consulting and support services"). Support services can beprovided in writing or orally and can be either in response to specific questions
or requests for assistance or unsolicited.
11.2 Consulting and support services shall always be provided in good faith andaccording to ASK's best knowledge. The assessment of the services and thedecision whether to accept, implement or comply with them shall be thePurchaser's sole responsibility.
11.3 For this reason, ASK shall assume no warranty or guarantee that consulting andsupport services and the knowledge, work deliverables and documents provided
within the context of these services are correct, appropriate or suitable andcomplete, or that their use does not infringe third-party industrial property rights.
The Purchaser shall, if necessary, release ASK from corresponding claims by
third parties. In departure from Sections 9 and 10, ASK assumes no liability to
the Purchaser for losses or damage caused, in connection with consulting andsupport services provided free of charge, irrespective of the legal ground.
11.4 If consulting and support services are provided an the basis of a separate
assignment and against payment, the liability provisions in Sections 10.1 to 10.4
and Section 10.6 shall apply.
ResaleThe supply of contractual products to the Purchaser shall not be for the purposeof resale to consumers but instead exclusively for use by the Purchaser, forinstallation in the Purchaser's products or for resale to contractors, unless thePurchaser informs ASK about its intention to resell to consumers in its order andundertakes to effect such resale within 12 months following delivery.

13. Packaging, Reconditioning
13.1 With the exception of reusable packaging, ownership of packaging shall pass tothe customer in accordance with the provisions of Clause 7. Reusable packaging
shall be made available to the Purchaser free of charge for the first two months
after the passing of risk; thereafter ASK may charge rent amounting to 1/12 of
the net new price per month.
13.2 The take-back of sales packaging last filled by ASK (e.g. IBCs) may be effectedby third parties (e.g. reconditioners). In particular, insufficiently emptied
packaging, packaging of products to be disposed of in accordance with special
legal regulations and packaging without labels indicating the last filling are notsubject to return. The Purchaser undertakes to cooperate with all parties involvedin the take-back, in particular with regard to compliance with the industry standard
take-back conditions of reconditioners and economic efficiency (e.g. use ofservice tickets).
13.3 The costs of taking back sales packaging, in particular transport costs, shall beborne by the customer.
14.
Force Majeure14.1 Neither of the parties shall be liable for the non-performance of this agreement if
this is the direct or indirect result of a case of force majeure which cannot be
overcome by reasonable measures and which was not foreseeable at the time of
conclusion of the agreement. The affected party is released from the specificobligation to perform, with the exception of payment obligations, for the durationand to the extent of the situation. Force majeure shall be in particular fire,
explosion, flood, storm, labour dispute, riot, war, epidemic or pandemic (provided
that the German Robert Koch Institute or the WHO indicates an at least"moderate" risk level), measures of an authority or government, whether foreign,national or local, whether valid or invalid, shortage of raw materials or energy
and/or other similar serious events ("Force Majeure").
14.2 The parties acknowledge that to the extent that at the time of the conclusion ofthis Agreement the Covid-19-Pandemic (as of February 2020) continues orreturns, this may nevertheless constitute a case of force majeure within themeaning of this Agreement.
14.3 If either party invokes Force Majeure, it shall immediately notify the other party
in writing, stating in full the cause(s) of the failure to perform the specificperformance obligation and the estimated period during which the situation will
persist. In addition, the said Party shall immediately notify the other Party inwriting of the termination of such situation. The party affected by the force
majeure event must make reasonable efforts to mitigate the effects and durationof the event.
14.4 If the Force Majeure Event continues for a period in excess of ninety (90) days
from the date of notification, the other Party may terminate this Agreement inwhole or in part by giving written notice.
15.
Miscellaneous
15.1 No oral collateral agreements have been concluded; any additions andamendments to this contract shall be invalid unless in writing. This shall also
apply to any abandonment of this written form requirement.
15.2 If ASK fails to exercise a right resulting from this contract, this shall not constitutea waiver of the future assertion of this right.
15.3 The assignment of rights and claims, with the exception of the assignment ofclaims to payment, shall require the contracting partner's prior written consent.
15.4 If a provision of these terms or a part of a provision is or should become invalid,
the remaining provisions or the remaining part of the provision shall remain in
effect. The same shall apply in the event of a gap in the contract.

15.5 German law shall apply excluding German international private law. The UN
Convention an the International Sale of Goods (CISG) is expressly excluded.
15.6 If the Purchaser is a fully qualified merchant, a legal entity under public law or a
special fund under public law, Düsseldorf is agreed as legal venue, unless
another exclusive legal venue is applicable. However, ASK shall remain entitled
to commence judicial proceedings at the place of the Purchaser's registeredoffice.
As of 30 March 2020 subject to modification