General terms and conditions

sam constrction & facility GmbH

1. General

1.1 All contracts for deliveries and services which we conclude with entrepreneurs and legal persons under public law shall be subject to the following terms.

1.2 Our general terms and conditions apply exclusively; we do not recognize any conflicting conditions or conditions of suppliers that deviate from our business terms and conditions, unless we have explicitly agreed upon their validity. Our business terms and conditions shall also apply, in cases when we unreservedly deliver goods or services ordered whilst aware of contradictory of deviation conditions of the contracting party.

1.3 All agreements that are made between us and the customer for the purpose of executing this contract are laid down in writing in this contract. Contract changes and ancillary agreements are only effective if confirmed by us in writing.

1.4 These general terms and conditions shall also apply for all future businesses with the customer.

2. Offer and conclusion of contract

2.1 Our offers are subject to change and non-binding. A withdrawal of the decision is reserved until explicit acceptance.

2.2 All data as dimensions, weights, images, sketches and descriptions in lists and print works have only been determined approximately but as best as possible, they are nonbinding on us.

2.3 We shall reserve property rights and copyrights in respect of images, sketches, calculations and other documents. The customer requires our express written permission prior to their transfer to third parties.

3. Contractual basis

Legal contractual components:

a. Mutual corresponding written agreements. If such agreements do not exist or are not identical, only our written order confirmation is valid.

b. These general terms and conditions

c. For contracts of the execution of construction works also the standard contract terms for the realization of construction works VOB/B

d. For contracts of the execution of construction works the following technical integral parts of the contract:

-  the relevant plans and construction schedules

-  the general technical regulations for construction works and VOB/C

e. Regulations of the government safety organization

f. If the contract includes the agreement of execution of works production as well as the agreement of the delivery and assignment of movable items, so the law related to contracts for work is applicable for work services and as far as the delivery and assignment for movable items purchasing right is applicable.

4. Employment of subcontractors

sam construction & facility GmbH is allowed to assign the order as a whole or in part to third parties.

5. Prices, terms of payment

5.1. The remuneration agreed upon when the contract is concluded shall apply. Payments shall be due without any deductions immediately on invoicing, unless otherwise specified in the contract.

The client shall be in default upon issuance of a warning notice of the contractor or insofar as the payment period is determined by calendar date, in the event of non-payment at the agreed time.

As soon as the client is in default, the contractor is entitled to demand default interest in the amount of 10% above th e base rate. The right to assert further damages shall remain unaffected.

5.2 In the event that the client wishes to alter or cancel an order, work packages, plans etc. or make changes to any aspects of the provision he shall fully reimburse the contractor for any consequent costs arising and release him from any remaining third-party obligations

5.3 In the event that the client should, prior to the commencement of the order processing wish to withdraw from the contract, the contractor has the right to invoice an appropriate part of the agreed payment as cancellation fee.

5.4 All amounts payable are plus statuary value added tax.

6. Co-operation duties of the client

6.1 The client shall be obliged to cooperate on a trusting basis to the best of his ability and to provide all the pre-requisites necessary for the contracted work; the client shall particularly provide all necessary or meaningful documents for the contract execution on time. The client shall inform the contractor immediately of any circumstances which arise during the course of the project which may influence the progress.

6.2 If so requested by the contractor the client shall confirm in writing the completeness and accuracy of the documents handed in as well as his information and oral declaration.

6.3 The client shall contract or involve other contractors in connection with this contract only in agreement with the contractor.

7. Retention of title

7.1Any goods delivered by the sam construction & facility GmbH (goods subject to reservation) remain its property until all claims on the customer arising from the business relationship, in particular any current account claims to which we retain tit le, have been settled.

7.2 The sam construction & facility GmbH agrees to release on request the security interests to which it is entitled in cases where the value of these exceeds the value of our outstanding claims by more than 20 %.

7.3 Without our prior agreement the goods to which we retain title may not be pledged nor assigned as security. We must be informed immediately if any goods which are our property or any claims which have been assigned to us are attached.

7.4 In the course of correct and orderly business operations agreement will not be withheld if the customer wishes to sell the goods to which we retain title. In the event of such sale the customer hereby assigns to us any claims arising from it.

This also applies in the event of sale after the goods have been processed in any way or if the goods are combined with other movable or immovable property.

If the sale takes place after the goods have been processed in any way in combination with goods which are not our property, or if the goods are combined with other movable or immovable property, the customers claim on his own buyer are hereby assigned to us in the amount of the price which has been agreed between the customer and ourselves for the goods to which we retain title.

7.5 Even after the claim has been assigned the customer retains the right to collect any amounts due, without prejudice to our right to collect the claim ourselves. Provided the customer meets his payment obligations we agree to waive our right of collection. If the customer collects the claim with our permission, the price which has been agreed between the customer and ourselves is to be paid to us on the basis of the assignment of the claim.

7.6 The processed goods are classed as goods to which we retain title. Any processing or modification of the goods is effected on our behalf as the manufacturer in accordance with § 950 BGB but without any responsibility on our part.

7.7 If goods to which we retain title are processed together with other goods we will acquire the ownership of the resulting product in proportion to the market value of our goods compared to the market value of the other goods at the time of processing. The new product is to be stored and looked after with due diligence on our behalf by the cus tomer.

8. Place of jurisdiction

The place of jurisdiction for commercial business transactions shall be Würzburg. The contractual relationship will be subject to German law. The regulations of the UN Sales Convention shall not apply.

9. Severability clause

If any individual part of contract is null and void or annulled or should a contractual loophole emerge, then all other terms and conditions shall remain in full force and effect. The Parties will make their best efforts that the intended purpose shall be fulfilled in law-compliant manner.

The Parties shall undertake to replace an invalid provision or to fill the gap with such a provision, which comes closest to enabling the commercial purpose pursued by the Parties to be fulfilled. An appropriate and permissible provision shall be substituted that shall have been desired by the Parties concluding the contract or that shall reflect what would have been desired by the Parties in terms of the actual purpose of these provisions, had the Parties taken into consideration the validity or loophole.