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1. Scope of application

All deliveries and performances associated therewith shall be rendered exclusively on the basis of these Terms and Conditions of Sale. References made by the Buyer to his General Terms and Conditions are hereby rejected. These Terms and Conditions of Sale shall also be applicable to all future business transactions. Deviations from these Terms and Conditions of Sale shall be subject to explicit acceptance in writing by the Seller.

2. Confirmation of order, offer and acceptance

Offers and sales documents of PCT are subject to change and non-binding. Orders, agreements, warranties and the like shall take legal effect only with confirmation in writing by PCT. Purchase contracts shall take effect with the receipt of PCT’s confirmation of order or delivery by PCT. Exceptions to confirmations shall be made in writing promptly, however within one week at the latest.

3. Product quality, specimens and samples, warranty

3.1   Unless otherwise agreed, the quality of the goods is determined by the product specifications of the Seller.

3.2   Properties of specimens and samples are binding only where they have been explicitly agreed to define the quality of the goods.

3.3   Quality and durability specifications and other specifications constitute a guarantee only if they have been agreed and designated as such.

4. Consultancy

Where the Seller provides consultancy services, this shall be done to the best of his knowledge. Data and information concerning the suitability and application of the goods shall not exempt the Buyer from carrying out his own inspections and tests.

5. Prices

Should the Seller change his prices for the product to be delivered or make general changes to his terms of payment in the period between the conclusion of the contract and delivery, the Seller shall be entitled to use the prices or terms of payment applicable on the day of delivery. In the case of a price increase the Buyer shall be entitled to withdraw from the contract within 14 days after notification of such price increase.

6. Delivery

Delivery shall be effected in accordance with the contract clause agreed upon in each individual contract, for the interpretation of which the Incoterms in the version valid at the time of conclusion of the contract shall apply.

6.1   General Delivery shall be effected at the customer’s risk. The risk shall pass to the customer at the latest with the loading of the goods onto the means of transport. Goods not accepted by the customer shall be stored for the account and at the risk of the customer. Part consignments shall be permissible; they shall be deemed to constitute separate deliveries.PCT reserves the right to select the transport route and the means of transport. Free delivery or freight collect delivery to a construction site, a warehouse or another location specified by the customer shall include delivery without unloading provided that a public road accessible by heavy goods vehicles is available. If such delivery vehicle leaves the public road on the customer’s instruction, the customer shall be liable for any damage occurring. Where own or third-party personnel assist with unloading, this shall generally take place at the customer’s risk. Unloading shall be effected immediately and properly by the customer.

6.2   Delivery dates and times Information concerning delivery times shall generally be non-binding. The prerequisite for delay in delivery by PCT shall among other things be a written reminder of the customer. Delivery times shall be subject to correct and timely delivery of goods by PCT’s suppliers. Unforeseeable, extraordinary events such as industrial disputes, sovereign measures, traffic disruptions or other instances of force majeure shall release PCT in full from its delivery obligation for the duration of their effects or in the event of impossibility to effect delivery.

7. Transport damage

Complaints due to transport damage shall be notified direct by the Buyer to the transport company with a copy to the Seller within the particular period specified.

8. Observance of statutory regulations

Unless otherwise agreed in individual cases, the Buyer shall be responsible for the observance of statutory and official regulations concerning import, transport, storage and use of the goods.

9. Default in payment

Failure to pay the purchase price on the due date shall represent a substantial violation of contractual obligations.

9.1   In the event of a default in payment by the Buyer, the Seller shall be entitled to charge interest on the amount outstanding

9.2   at a rate of eight percentage points above the base rate in force and made known by the Deutsche Bundesbank on the date on which default occurs in the case of invoices issued in euros and at a rate of eight percentage points
above the discount rate in force on the date on which default occurs of the central bank of the country in whose currency the invoice is issued in the case of invoices issued in currencies other than the euro.

10. Notice of defects, warranty and liability

10.1   PCT’s warranty is defined by statutory provisions, unless otherwise provided for below.

10.2   The customer shall undertake to inspect the goods immediately after delivery. Commercial customers shall undertake to notify PCT in writing of all obvious defects, shortfalls or incorrect deliveries promptly, however within five working days after delivery at the latest but at all events before processing or installation. Non-commercial customers shall undertake to notify PCT of such defects in writing within 10 working days, likewise before processing or installation. The customer shall also notify PCT in writing of nonobvious defects immediately after their discovery. Without written notification or in the event of delay in notification the goods shall be deemed approved and PCT shall provide no warranty.

10.3   PCT shall at its discretion first provide warranty by way of subsequent performance, i.e. repair or replacement delivery. Non-commercial customers shall after notification of the defect grant PCT a period calculated in such a way that PCT can carry out timely repair. If such repair fails, the customer may at his discretion require a price reduction or withdraw from the contract. If the customer repairs the defect himself before or after the notification of the defect without granting PCT an appropriate repair period, PCT shall be released from the warranty.

10.4   Claims related to material defects shall generally be forfeited after one year unless stipulated otherwise by law. The forfeiture period shall begin with delivery of the goods; in cases of subsequent performance for the repaired or replacement item it shall likewise begin with delivery of the goods.

11. Liability

The Seller shall generally be liable for damage in accordance with statutory provisions. In the event of simple negligent breach of essential contractual obligations the liability of the Seller shall however be restricted to compensation for typical foreseeable damage; in the event of slight negligent breach of non-essential contractual obligations liability on the part of the Seller shall be excluded. The above-mentioned liability restrictions shall not apply in the case of damage arising from injury to life, physical injury or damage to health.

12. Offsetting

The Buyer may offset claims of the Seller only with an uncontested or legally enforceable counterclaim.

13. SECURITIES

In the case of justified doubts as to the creditworthiness of the Buyer, in particular in the event of payment arrears, the Seller may, notwithstanding further claims, revoke terms of payment granted and make further deliveries dependent on advance payments or the granting of othern securities.

14. Retention of title

14.1   The goods shall remain the property of the Seller until payment of the purchase price and repayment of all claims arising from the business relationship as well as existing and future claims in connection with the object of purchase as goods subject to retention of title. Inclusion of individual claims in a current invoice or account balancing or the acceptance thereof shall not abrogate retention of title.

14.2   If the goods delivered by PCT are mixed or combined with other objects, the customer shall, with the coming into effect of these Terms and Conditions of Sale and Payment, assign to PCT his rights of ownership or co-ownership of such mixed component part or new object. The customer may sell the delivered goods only in the course of his customary business dealings and may not agree upon a prohibition of assignment with his customer. The customer shall also undertake to impose PCT’s retention of title upon his customers. Any impairment of PCT’s rights, in particular pledges and the like, must be disclosed to PCT or notified to PCT promptly in writing by the customer.

14.3   With the coming into effect of these Terms and Conditions of Sale and Payment the customer shall assign to PCT all claims together with all ancillary rights and securities until complete redemption of all claims of PCT accruing to him vis-à-vis his customers from future sales of goods delivered by PCT, in the invoice amount of the goods delivered by PCT and sold by the customer plus 20 %. In the same way, all claims of the customer arising for him from services or works performed in connection with the processing or mixing of the goods delivered to him shall be assigned together with claims to which the customer is entitled vis-à-vis a third party due to the combination of the delivered goods
with a property. If the value of the assignment and security exceeds PCT’s claims by a´total of more than 20 %, PCT shall at the request of the customer undertake to release the appropriate securities at PCT‘s discretion.

14.4   At PCT‘s request the customer shall undertake to notify his customer of the assignment and to provide PCT with the information necessary to assert PCT‘s rights vis-à-vis the customer. PCT shall also be entitled to notify the customer of PCT‘s customer of the assignment. The customer shall be authorized to collect the assigned claim for PCT, however only until the time of the fulfilment of his payment obligations under this contract towards PCT. The authorization of the customer to collect the claim may be revoked by PCT. Sale within the meaning of these Terms and Conditions of Sale and Payment shall also be deemed to be processing, mixing and other uses. In the case of default or substantial deterioration of the financial situation of the customer PCT reserves the right to surrender the goods to which PCT holds title. Such safeguarding measures shall not justify withdrawal from the contract. The customer shall grant PCT the right to enter his premises for the purpose of labelling the delivered goods. Costs of returns shall be borne by the customer.

15. Force majeure

Any incident or circumstances beyond the Seller’s control such as natural occurrences, war, strikes, shortages of raw materials and energy, transportation disruptions and business interruptions, fire and explosion damage and governmental acts, shall release the Seller from his obligations under this contract for the duration of the interruption and to the extent of their effects. This shall also apply where such incidents and circumstances make the transaction in question uneconomical in the long term for the Seller or are suffered by the suppliers of the Seller. If the duration of the incidents exceeds three months, the Seller shall be entitled to withdraw from the contract.

16. Place of payment

Irrespective of the place of handover of the goods or the documents the place of performance of the payment obligation of the Buyer shall be the headquarters of the Seller.

17. Receipt of declarations

Notices and other declarations required to be received by a party shall take effect when they are received by this party. If a time limit must be observed, the declaration must reach the recipient party within such time limit.

18. Place of jurisdiction

The place of jurisdiction shall be the headquarters of the Seller or – at the discretion of the Seller – the place of general jurisdiction of the Buyer.

19. Applicable law

Only German law shall be applicable for the business relationship, including claims resulting from cheques. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The ineffectiveness of individual contract provisions shall not affect the validity of the remaining provisions of the contract, which shall then be supplemented appropriately. Where statutory minimum provisions apply vis-à-vis non-traders or consumers, such provisions shall take the place of this provision.

20. Contract language

If these General Conditions of Sale are also made known to the Buyer in a language other than the language in which the contract is concluded (contract language), this is done merely in  order to facilitate understanding. In the event of differences in interpretation, the text drawn up in the contract language shall apply.

21. Final provisions

21.1   The place of performance for PCT‘s deliveries shall be the place of dispatch of the goods. The place of performance for all obligations of the customer shall be the headquarters of the Seller. In the case of all disputes arising from the contractual relationship the place of jurisdiction shall be the headquarters of the Seller or, at the discretion of the Seller, the place of general jurisdiction of the Buye r .

21.2  The customer hereby agrees that the Seller may collect, store and process data relating to goods and orders as well as personal data in his data processing systems in compliance with statutory provisions.

VERSION MAY 2011