General Terms and Conditions

General Terms and Conditions applied by NEW eco-tec Verfahrenstechnik GmbH (hereinafter “NEW”), Mühldorf am Inn, Germany

Section 1 Validity of these Terms and Conditions
(1) NEW deliveries, services and offerings provided to the Purchaser are rendered solely on the basis of these Terms and Conditions. These Terms and Conditions therefore also apply to all future business relationships, even if they are not expressly
agreed.

(2) These Terms and Conditions are considered accepted at the latest when the Purchaser accepts the good or service.
(3) We hereby opt out of the Purchaser’s terms and conditions of business or purchasing.

Section 2 Quoting and Concluding a Contract
(1) NEW quotes are non-obligatory and non-binding. A valid contract is only concluded when the NEW CEO signs confirmation of the Purchaser’s written order. For order volumes of
less than €5,000.00 net, the order shall also become effective by the sole signature of an executive officer.
(2) Drawings, images, dimensions, weights and other performance data are only binding if they are expressly
agreed in the contract in writing.
(3) All agreements made between NEW and the Purchaser must be made in writing.
(4) Subsection (1) shall apply mutatis mutandis to written ancillary agreements and subsequent amendments.
(5) Transfers of rights and obligations of the Purchaser under this contract to third parties require the written consent of the management of NEW. This also and in particular applies to the processing of the contract in connection with leasing companies.
(6) Deliveries and services from NEW that are not explicitly included in these General Terms and Conditions or in a signed contract, are not considered to have been agreed.

Section 3 Pricing
(1) Prices are net, unadjusted for sales tax, and, unless otherwise agreed, EXW (in accordance with Incoterms 2010) Mühldorf am Inn, Germany, excluding packaging.
(2) Costs for shipping insurance, loading, packaging, transportation,
customs, official fees, unloading, and further deliveries and services are to be covered by the Purchaser or are to be calculated specially. Costs for freight and transportation unless otherwise agreed in the contract, shall also be borne by the
Purchaser.

Section 4 Delivery and Service Times
(1) Contractually agreed dates and deadlines are to be recorded in writing and start from the conclusion of the contract or, if partial payments have been agreed, at the latest with the timely receipt of the first down payment. Compliance with
binding delivery and service obligations of NEW presupposes the timely and proper fulfillment of the Purchaser’s obligations. In the event of non-compliance with contractually agreed services (in particular dates
and deadlines) of the Customer, the agreed dates and deadlines shall be postponed at least by the time of the Customer’s delay.
(2) If subsequent amendments or supplements to the contract are agreed, the delivery and service dates
or deadlines shall recommence, unless otherwise agreed, upon conclusion of the agreement on the contractual amendment or supplement. Section 4(1) applies mutatis mutandis.
(3) In the event of late receipt of contractually agreed payments,
the agreed delivery and the agreed delivery and service dates and deadlines may be additionally postponed due to the readjustment of capacity and production planning. The changes will be communicated to the Purchaser by NEW after a possible adjustment.
(4) NEW shall not be responsible for delays in delivery and service due to force majeure and due to events which make delivery considerably more difficult or impossible for NEW not only temporarily – this includes in particular strike, lockout, official
orders etc., even if they occur at suppliers of NEW or their sub-suppliers – even in the case of bindingly agreed deadlines and dates. Therefore, there can be no default in delivery. They entitle
NEW to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
(5) If the hindrance lasts more
than six months, the Purchaser shall be entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the part not yet fulfilled. If the delivery time is extended or if NEW is released from its obligation,
the Purchaser cannot derive any claims for damages from this.
(6) Insofar as NEW is demonstrably responsible for non-compliance with bindingly agreed deadlines and dates or is in default, the Purchaser shall be entitled to maximum compensation
for default amounting to 0.5% for each full week of default, but in total up to a maximum of 5% of the invoice value of the deliveries and services affected by the default. Any further claims are excluded,
unless the delay is due to at least gross negligence on the part of NEW.
(7) NEW is entitled to deliver partial deliveries or partial services at any time. These must be paid on a pro rata basis according to the respective delivery value.
(8) If the Purchaser
is in default of acceptance or payment, NEW shall be entitled to demand compensation for the damage it suffers as a result. In the event of default in acceptance by the Customer, NEW shall be entitled to charge the Customer 0.5% of the invoice amount for the costs incurred
due to storage in its works from one month after notification of readiness for dispatch for each additional month commenced. The Customer shall be at liberty to prove that the storage costs were lower. Otherwise,
the conditions of § 300 BGB (German Civil Code) apply.
(9) Delays in the issuance of the building permit and in financing commitments as well as changes in legal and economic conditions do not affect the contractual obligations of the Purchaser.

Section 5 Risk Transfer and Acceptance
(1) The risk shall pass to the Purchaser as soon as the object of purchase has been handed over to the person carrying out the transport or has left the Seller’s works for the purpose of shipment. § 447 sub-paragraph 2 BGB remains unaffected. If shipment is delayed
at the Purchaser’s request or through no fault of NEW, or if shipment becomes impossible through no fault of NEW, the risk shall pass to the Purchaser upon notification of readiness for shipment. The same shall also apply in the event of culpable delay in receipt or acceptance
by the Purchaser.

(2) Especially in the winter months, the Purchaser is obliged to wash the delivery item immediately after delivery in order to avoid corrosion damage, especially to galvanized parts. Any claims for damages resulting from this
are due to improper handling and are excluded.
(3) The object of purchase shall be accepted after delivery of the same at the place agreed in the contract. If the contract also includes installation services by NEW, the object of purchase shall be accepted after
after the contractually owed installation work has been carried out.
(4) The Purchaser shall be liable for any damage after the passing of risk, in particular during the unloading of the object of purchase from the transport vehicle carried out by the Purchaser.
(5) The products are
delivered free of manufacturing and material defects. If the Purchaser is in arrears with acceptance of the object of purchase for longer than 14 days from receipt of the notification of readiness and if this is due to intent or gross negligence,
NEW may set the Purchaser a grace period of 14 days in writing with the declaration that it will refuse acceptance after expiry of this period. After unsuccessful expiry of the period of grace, NEW shall be entitled to withdraw from the contract by written declaration
or to demand compensation instead of performance of service. The setting of a grace period shall not be required if the Purchaser seriously and finally refuses acceptance or is obviously unable to pay the purchase price even within this
period. In this case, no provision is required. If NEW demands compensation for damages, this shall amount to 15% of the net purchase price. It is higher if NEW proves a higher damage, it is lower if the Purchaser
proves a lower damage.

Section 6 Warranty
(1) If the goods sold to a consumer are defective at the time of transfer of risk, the mandatory statutory rights in favor of the consumer are not affected by the following terms and conditions, with the exception
that with regard to the delivery of used goods for the consumer, a warranty period of one year from acceptance is agreed.
(2) If the object of purchase is defective at the time of transfer of risk,
NEW shall, at its discretion, supply a replacement or rectify the defect. Multiple rectifications are permissible. Replaced parts shall become the property of NEW. The Purchaser shall return the originally delivered item at the request of NEW.
(3) The Purchaser’s warranty claims
shall become statute-barred one year after delivery or collection of the goods. § 438 sub-paragraph 1 No. 2 BGB and Section 634 a) sub-paragraph 1 No. 2 BGB remain unaffected.

(4) If operating or maintenance instructions of NEW are not followed, modifications are made to the products, parts are replaced or consumables are used that do not comply with the original specifications, claims for defects
in the products shall not apply unless the purchaser can clearly prove that these circumstances did not cause the defect.
(5) The Purchaser must notify NEW in writing of any defects without delay,
but at the latest within 14 days of receipt of the object of purchase. Defects which cannot be discovered within this period even after careful inspection must be notified to NEW in writing immediately after discovery. The object of purchase
shall be kept ready for inspection by NEW in the condition in which it is at the time of discovery of the defect.
(6) NEW shall have the right to three attempts to rectify a defect after it has been notified in writing, unless something to the contrary
results in particular from the type of item or defect or the other circumstances.
(7) Liability for normal wear and tear and a warranty for wear parts are excluded.
(8) Only the direct Purchaser
is entitled to warranty claims against NEW and these cannot be assigned.
(9) If the Purchaser determines the design or prescribes the material, the warranty claim shall not extend to any defects arising therefrom.
(10) The
above provisions of Section 6 shall only apply to contracts for the delivery of newly manufactured goods and services. In the case of contracts for the delivery of used items, this delivery shall be made to the exclusion of any warranty.

Section 7 Retention of Title
(1) The object of purchase shall remain the property of NEW until complete fulfillment of the claims to which NEW is entitled on the basis of the purchase contract. This retention of title shall continue to apply to all claims which NEW acquires against the Purchaser
now or subsequently in connection with the object of purchase, e.g. on the basis of repairs, spare parts deliveries, accessories and operating material deliveries, adjustment and insurance costs and other services.
(2) If the Purchaser
is a legal entity under public law, a special fund under public law or a merchant for whom the contract is part of the operation of his commercial business, the retention of title shall also extend to claims
to which NEW is entitled against the Purchaser for any legal reason now or in the future. In this case, the retention of title shall not expire until the Purchaser has settled all claims arising from the business relationship, in particular has brought about the settlement of
the balance (current account reservation). At the request of the Purchaser, NEW shall be obliged to waive the retention of title if the Purchaser has satisfied all claims of NEW in connection with the object of purchase
and adequate security exists for the other claims arising from the business relationship.

(3) If the Purchaser acts in breach of the contract, in particular if they are in default of payment or do not fulfil their obligations arising from the retention of title, NEW shall be entitled to take back the object subject to retention of title or,
if necessary, to demand assignment of the Purchaser’s claim for return against third parties. Taking back or seizure of the object subject to retention of title by NEW shall not constitute withdrawal from the contract. This shall apply if the Purchaser is
a legal entity under public law, a special fund under public law or a merchant for whom the contract is part of the operation of his commercial business.
(4) If the Purchaser is not a legal
entity under public law, a special fund under public law or a merchant, the following shall apply: If the Purchaser acts in breach of the contract, in particular if he defaults on payment, NEW shall be entitled to take back the object subject to retention of title
at their expense. The taking back as well as the seizure of the object subject to retention of title by NEW shall always be regarded as a withdrawal from the contract in accordance with § 503 sub-paragraph 2 sentence 4 and 5 BGB.
(5) Rights of retention of the Purchaser which
are not based on the purchase contract are excluded.
(6) As long as the retention of title exists, a sale, pledging, transfer by way of security, leasing or other transfer or
modification of the object of purchase impairing the security of NEW shall only be permissible with the prior written consent of NEW.
(7) In the event of access by third parties to the goods subject to retention of title, in particular seizures, the Purchaser shall draw attention to the ownership of NEW
and inform NEW immediately in writing or by telex or fax so that NEW can enforce its ownership rights. Insofar as the third party is not in a position to reimburse NEW for the judicial or extrajudicial costs incurred in this connection,
the Purchaser shall be liable for these.
(8) During the period of retention of title, the Purchaser is obliged to maintain the object subject to retention of title in proper condition and to have all scheduled maintenance work and necessary repairs carried out immediately,
apart from emergencies, by NEW or by a workshop recognized by NEW for servicing the object of purchase.
(9) Processing or transformation of the object subject to retention of title shall be carried out exclusively for
NEW as manufacturer, but without any obligation on its part. If the (co-)ownership expires due to combination, it is already agreed now that the (co-)ownership of NEW in the uniform object shall pass to NEW in proportion to the value (invoice value).
(10) The Purchaser shall store the (co-)ownership of NEW free of charge. Objects to which NEW is entitled to (co-)ownership are hereinafter referred to as the object subject to retention of title.

(11) Pledging or transfer by way of security of the object subject to retention of title is not permitted. The Purchaser hereby assigns to NEW in full, by way of security, any claims arising from the resale or any other legal grounds (insurance, tort) in respect of the object subject to retention of title
(including all current account balance claims). NEW grants revocable authorization to them to collect the claims assigned to NEW for their account
in their own name. This direct debit authorization can only be revoked if the Purchaser do not properly meet their payment obligations. At NEW’s request, the Purchaser shall send NEW the details of the assigned claims
required for collection and notify the debtors of the assignment.
(12) For the duration of the retention of title, the Purchaser shall take out a separate fully comprehensive insurance policy or a similar insurance policy
covering the same risks with an appropriate deductible. The insurance shall be taken out with the proviso that NEW shall be entitled to the rights under the insurance contract. The Purchaser hereby authorizes NEW
to apply for a security certificate for the comprehensive insurance for itself and to obtain information about the aforementioned insurance relationship. If the Purchaser does not comply with this obligation, NEW may itself take out the separate comprehensive insurance
or the insurance similar to it at the Purchaser’s expense, disburse the insurance premiums and collect them as part of the claim from the purchase contract.
(13) Insofar as the validity of the retention of title is linked to special formal requirements
in the Purchaser’s country, the Purchaser is obliged to inform NEW of these formal requirements and to ensure that they are fulfilled at their own expense and to prove compliance with these formal requirements to NEW by
means of appropriate receipts.

Section 8 Payment
(1) Unless otherwise agreed, NEW’s invoices shall be payable immediately upon receipt without deduction. NEW shall be entitled, despite any provisions of the Purchaser to the contrary, to set off payments first against the Purchaser’s older debts and
shall inform the Purchaser of the nature of the set-off effected. If costs and interest have already been incurred, NEW shall be entitled to set off the payment first against the costs, then against the interest and finally against the main service.
(2) A payment shall only be deemed to have been made when NEW can dispose of the amount. In the case of checks, payment shall only be deemed to have been made when the check is cashed. Costs for guarantees, deposit of checks as well as additional costs and fees
incurred by NEW within the scope of the payment modalities shall be borne by the Purchaser and will be invoiced subsequently.
(3) If the Purchaser enters into arrears, NEW shall be entitled to claim default interest in accordance with § 288 BGB and
the damage incurred from the Purchaser.
(4) If NEW becomes aware of circumstances which call into question the creditworthiness of the Purchaser, in particular if the Purchaser does not honor a check or stops payments, or if the Purchaser
is more than 1 month in arrears with a payment, or if NEW becomes aware of other circumstances which call into question the creditworthiness of the Purchaser, NEW shall be entitled to call due the entire remaining debt, even if
it has accepted checks. In this case, NEW shall also be entitled to demand advance payments or the provision of security.
(5) The Purchaser shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted,
if the counterclaims have been legally established or are undisputed and the counterclaims derive from the same contractual relationship.

Section 9 Design Changes / Technical Changes
(1) NEW reserves the right to make technical changes (e.g. to the design, shape, material, coloring) as well as changes to the scope of delivery until acceptance of the object of purchase, but only if such changes are reasonable for the Purchaser,
taking into account the interests of NEW.

Section 10 Non-disclosure
(1) Unless expressly agreed otherwise in writing, information submitted to NEW by the Purchaser or third parties in connection with orders shall not be deemed confidential.
(2) Drawings, plans and other product-specific
documents of NEW shall be treated confidentially by the Purchaser or third parties acting on behalf of the Purchaser.

Section 11 Liability
(1) In the event of a negligent breach of duty on the part of NEW, its liability shall be limited to the direct average damage which is foreseeable and typical for the contract in view of the type of goods. This shall also apply to slightly negligent breaches of duty by NEW’s legal
representatives or vicarious agents.
(2) NEW shall not be liable to entrepreneurs in the event of a slightly negligent breach of immaterial contractual obligations.
(3) The above limitations of liability shall not affect claims
of the purchaser arising from product liability. Furthermore, the limitations of liability shall not apply in the event of bodily injury, damage to health or loss of life attributable to NEW.
(4) Claims for damages by the purchaser due to a defect become statute-barred after
one year from delivery of the goods. This shall not apply if NEW can be accused of fraudulent intent.

Section 12 Applicable Law, Place of Jurisdiction, Partial Invalidity
(1) The law of the Federal Republic of Germany shall apply to these Terms and Conditions and the entire legal relationship between NEW and the Purchaser. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
(2) Insofar as the Purchaser is a merchant,
a legal entity under public law or a special fund under public law, Mühldorf am Inn shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
(3)
Should any provision in these Terms and Conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Mühldorf
am Inn, April 2017